EX-10.23 18 ex10_23.htm TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT BY AND BETWEEN NTI ASEAN, LLC AND TIANJIN ZERUST ANTI -CORROSION TECHNOLOGIES LTD. DATED AS OF 1 SEPTEMBER, 1999 APPENDICES APPENDIX I NTI Terms of Trade – Price Schedule...

EX-10.23 18 ex10_23.htm

TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT

BY AND BETWEEN

NTI ASEAN, LLC

AND

TIANJIN ZERUST ANTI -CORROSION TECHNOLOGIES LTD.

DATED AS OF 1 SEPTEMBER, 1999

TABLE OF CONTENTS

ARTICLE 1		DEFINITIONS	1
	1.1.	Shareholders Joint Venture Agreement or Agreement.	1
	1.2.	Ancillary Agreements.	1
	1.3.	Parties.	1
	1.4.	CMG.	1
	1.5.	NTI.	2
	1.6.	Taiyo.	2
	1.7.	NTI ASEAN.	2
	1.8.	NTI and/or NTI ASEAN Affiliates.	2
	1.9.	Corporation or Joint Venture.	2
	1.10.	Corporation’s Business.	3
	1.11.	Territory.	3
	1.12.	Effective Date.	3
	1.13.	NTI Intellectual Property Rights.	3
	1.14.	Knowhow.	3
	1.15.	Materials.	3
	1.16.	Process.	3
	1.17.	Product.	4
	1.18.	Masterbatch.	4
	1.19.	Trademark.	4
	1.20.	NTI and/or NTI ASEAN Trade Secrets.	4
	1.21.	Other Agreed Upon Technologies.	4
	1.22.	Net Sales.	5
	1.23.	At Cost.	5
	1.24.	Shareholder.	5
	1.25.	Equity Interest.	5
	1.26.	Transfer of Equity Interest	5
	1.27.	Transferor of Equity Interest	5
	1.28.	Transfer Price for Equity Interest.	5
	1.29.	Transferee.	6
	1.30.	Change of Control.	6

ARTICLE 2		RESPONSIBILITIES OF NTI ASEAN WITH RESPECT TO	6
	2.1.	Technical Assistance Relative to Product.	6
	2.2.	Development of New Application Technologies.	6
	2.3.	Training by NTI ASEAN in the Manufacturing of the Product in the Territory.	6
	2.4.	Quality Control of Masterbatch.	6
	2.5.	Technical Service Relative to Product through Laboratory Test Facilities.	8
	2.6.	Location for Performance of Services	8

ARTICLE 3		RESPONSIBILITIES OF NTI ASEAN WITH RESPECT TO PROVIDING MARKETING SUPPORT TO TIANJIN ZERUST RELATIVE TO PRODUCT	8
	3.1.	Marketing Support Relative to Product.	8

	3.2.	Improvements in Marketing Relative to Product.	8
	3.3.	Sales Promotion Tools Relative to Product	9
	3.4.	Participation in Trade Fairs Relative to Product.	9
	3.5.	Joint Sales Calls Relative to Product.	9
	3.6.	Location of Services	9

ARTICLE 4		INTERNATIONAL COORDINATION AND SUPPORT RELATIVE TO PRODUCT	9
	4.1.	Identification of International Customers for Product.	9
	4.2.	Inspection of Customer Shipments Abroad.	10
	4.3.	Participation in Worldwide Conferences.	10
	4.4.	Location for performance of services	10

ARTICLE 5		TECHNICAL ASSISTANCE AND MARKETING SUPPORT TO BE RENDERED BY NTI ASEAN RELATIVE TO OTHER AGREED UPON TECHNOLOGIES	10
	5.1.	Uncertainty as to Market Structure With Respect to Other Agreed Upon Technologies	10
	5.2.	Determination of Services to be Performed by NTI ASEAN With Respect to Other Agreed Upon Technologies.	10

ARTICLE 6		PAYMENTS TO NTI ASEAN FOR TECHNICAL ASSISTANCE AND MARKETING SUPPORT SERVICES TO TIANJIN ZERUST	11
	6.1.	Basis for Payments with Respect to Services Relative to Product.	11
	6.2.	Amount of Payments for Services Relative to Product.	11
	6.3.	Basis for Payments with Respect to Services Relative to Other Agreed Upon Technologies.	11
	6.4.	When a Sale is Deemed to Occur.	11
	6.5.	Support Year.	11
	6.6.	Statements to NTI ASEAN.	11
	6.7.	Books and Records.	12

ARTICLE 7		PROTECTION OF NTI AND/OR NTI ASEAN TRADE SECRETS	13
	7.1.	Recognition of NT I and/or NTI ASEAN Trade Secrets.	13
	7.2.	Protection of NTI and/or NTI ASEAN Trade Secrets.	13
	7.3.	Protection of NTI and/or NTI ASEAN Trade Secrets by Agents (as hereinafter defined) and Submanufacturers (as hereinafter defined) of TIANJIN ZERUST.	14
	7.4.	Remedies in the Event of a Violation of Article 7 Hereof.	15

ARTICLE 8		COVENANT TO OBSERVE THE DOCTRINE OF “CORPORATE OPPORTUNITY”	15
	8.1.	Doctrine of Corporate Opportunity and Observance Thereof.	15
	8.2.	Agreement Not to Divert Resources.	16
	8.3.	Remedies for Breach of Agreement Not to Divert Resources.	16

ARTICLE 9		TERM OF AGREEMENT	16

	9.1.	Indefinite Term.	16
	9.2.	Termination.	16
	9.3.	Termination Upon Change of Control of a Party.	17
	9.4.	Termination Upon Bankruptcy or Insolvency.	17
	9.5.	Payment of Amounts Due.	18
	9.6.	Cooperation Upon Termination.	18
	9.7.	Non-Release of Obligations.	18
	9.8.	Cessation of Rights Upon Termination.	18

ARTICLE 10		DEFAULT	18
	10.1.	Event of Default.	18
	10.2.	Remedies Upon Default or Breach.	19
	10.3.	Non-Waiver of Rights.	19

ARTICLE 11		DISPUTE RESOLUTION	20
	11.1.	Dispute Resolution by Arbitration.	20
	11.2.	Disputes Not Subject to Arbitration.	20
	11.3.	Conduct of Arbitration Proceedings.	20
	11.4.	Designation of the “Prevailing Party”.	21
	11.5.	Punitive Damages Excluded.	21

ARTICLE 12		GENERAL PROVISIONS	21
	12.1.	Benefit of Parties.	21
	12.2.	Counterparts.	21
	12.3.	Cooperation.	21
	12.4.	Index, Captions, Definitions and Defined Terms.	22
	12.5.	Waiver of Compliance.	22
	12.6.	Force Majeure.	22
	12.7.	Notices.	22
	12.8.	Entire Agreement.	23
	12.9.	Validity of Provisions.	24
	12.10.	Governmental Filings.	24
	12.11.	Payments.	24
	12.12.	Derivative Enforcement by CMG.	24
	12.13.	Changes Subject to Approval of CMG.	25

iii

APPENDICES

APPENDIX I	NTI Terms of Trade – Price Schedule Masterbatch

APPENDIX II	Summary of NTI Product Liability Insurance with Respect to Product as it may be extended To The Corporation

APPENDIX III	Form Of NTI and/or NTI ASEAN Trade Secrecy Agreement

TECHNICAL ASSISTANCE AND

MARKETING SUPPORT AGREEMENT

This Technical Assistance and Marketing Support Agreement (“Technical Assistance Agreement”), is made and entered into as of this 1 day of SEPTEMBER, 1999 by and between NTI ASEAN, LLC, whose registered office is located in Reno, Nevada, U.S.A. (hereinafter “NTI ASEAN”) and Tianjin Zerust Anti-Corrosion Technologies Ltd., whose principal office is located at Xx. 000, Xxxxx 0, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, Tianjin, People’s Republic of China (hereinafter “Tianjin Zerust”).

ARTICLE 1 DEFINITIONS

For the purposes of this Technical Assistance Agreement, the following Definitions of terms shall apply:

1.1. Shareholders Joint Venture Agreement or Agreement.

That certain Shareholders Joint Venture Agreement by and between NTI ASEAN (as hereinafter defined), and CMG (as hereinafter defined), for the formation and governance of a new entity under the laws of the People’s Republic of China in the form of a limited liability company which shall be known as Tianjin Zerust Anti-Corrosion Technologies Ltd. (“TIANJIN ZERUST” or the “Corporation”).

1.2. Ancillary Agreements.

The following are the Ancillary Agreements and the Parties thereto:

	1.2.1.	Consulting Services Agreement For Management and Sales Representation between CMG and TIANJIN ZERUST (“Consulting Services Agreement”);

	1.2.2.	License Agreement between NTI ASEAN and TIANJIN ZERUST (“License Agreement”); and

	1.2.3.	Technical Assistance and Marketing Support Agreement between NTI ASEAN and TIANJIN ZERUST (“Technical Assistance Agreement”).

1.3. Parties.

The Parties to the Shareholders Joint Venture Agreement and/or the Ancillary Agreements, their successors and permitted assigns.

1.4. CMG.

Tianjin China March Group Ltd, a limited liability company organized under the laws of the People’s Republic of China, and the owner of a 50% interest in the Corporation pursuant to the terms of the Agreement. The ownership of CMG is as follows: Container (Beijing) Industrial Company, 20%; Tianjin CNCC Xxx Xxx Trading Ltd., 5%; Ping Shan CNCC Si Qiang Group Company, 66% and CNCC 9%.

1.5. NTI.

Northern Technologies International Corporation, a company organized under the laws of the State of Delaware, U.S.A., the principal place of business of which is Xxxx Lakes, Minnesota, U.S.A. NTI is the owner of the NTI Intellectual Property Rights (as hereinafter defined), and of a 50% interest in NTI ASEAN (as hereinafter defined).

1.6. Taiyo.

Taiyo Petroleum Gas Co Ltd. A Kabushiki Kaisha organized under the laws of Japan and the owner of a 50% interest in Party B (as hereinafter defined).

1.7. NTI ASEAN.

NTI ASEAN, LLC, a Limited Liability Company, organized under the laws of the State of Nevada, U.S.A. whose registered office is in Reno, Nevada, U.S.A., to which NTI has assigned all of its right, title and interest in the NTI Intellectual Property Rights (as hereinafter defined) for the Territory (as hereinafter defined), and the owner of a 50% interest in the Corporation pursuant to the Agreement.

1.8. NTI and/or NTI ASEAN Affiliates.

All entities and/or individuals with which NTI and/or NTI ASEAN has a joint venture relationship, similar in character and style but not necessarily identical to the relationship created by the Shareholders Joint Venture Agreement and the Ancillary Agreements, or another form of alliance, for the development, manufacture, promotion, marketing, sales and applications engineering of Knowhow, Materials, Process, Product and/or Masterbatch anywhere in the world.

1.8.1. NTI Affiliates.

The NTI Affiliates as of the date hereof are set forth in Annex I to the Shareholders Joint Venture Agreement.

1.8.2. NTI ASEAN Affiliates.

The NTI ASEAN affiliates as of the date hereof are set forth in Annex II to the Shareholders Joint Venture Agreement.

1.9. Corporation or Joint Venture.

TIANJIN ZERUST, that entity created in the Territory by the Parties pursuant to the Shareholders Joint Venture Agreement to conduct the Corporation’s Business.

1.10. Corporation’s Business.

The Corporation’s Business shall be the manufacturing, marketing, and distribution of Product, pursuant to NTI Intellectual Property Rights, and of any other technologies as shall be determined by the Parties in writing and made a part hereof, pursuant to Article 1.21 of this Agreement, in the Territory.

1.11. Territory.

The People’s Republic of China.

1.12. Effective Date.

The date upon which all necessary formal approvals from the appropriate authorities of the People’s Republic of China for the Shareholders Joint Venture Agreement have been obtained and the Corporation has been duly registered pursuant to the Shareholders Joint Venture Agreement and the Ancillary Agreements as appropriate in the Territory.

1.13. NTI Intellectual Property Rights.

The Knowhow, Materials, Process, Product, Masterbatch, Trademark, and NTI and/or NTI ASEAN Trade Secrets, (all as hereinafter defined), collectively, as such currently exist and shall hereafter be modified, developed and/or acquired by NTI.

1.14. Knowhow.

The technology, formulae, methods and procedures developed by NTI at considerable expense over a period of many years, which are unique in nature and essential or useful in the proper application of the Process, together with all improvements and modifications with respect thereto.

1.15. Materials.

The constituent materials and chemicals of one or more formulations developed by NTI under strict quality controls which are required for utilization of the Process.

1.16. Process.

The procedure utilizing the Knowhow for the manufacture of polyethylene substances with corrosion inhibiting properties derived from the Materials as developed and specified by NTI, together with any improvements and modifications of the corrosion inhibiting technology as it relates directly to the manufacture of corrosion inhibiting polyethylene substances, together with future technology, knowledge and product development which is useful in the manufacture of the Product.

1.17. Product.

Corrosion inhibiting polyethylene film and solid substances of polyethylene in the form of boxes, tubes and other containers, which may also include other volatile corrosion inhibiting host packaging substances such as paper, manufactured by means of the Process, incorporating the Materials and utilizing the Trademark, all of which have been developed and are owned by NTI.

1.18. Masterbatch.

Any formulation of the Materials which shall be designated by NTI, as appropriate, to be applied to the specific requirements for corrosion protection, as afforded by the Product, of a known customer desirous of protecting an identified object (or objects) which are to be subjected to an anticipated certain range of corrosive influences. In addition to Materials, Masterbatch shall generally also contain other substances for the purpose of facilitating the manufacture of Product utilizing the Process.

1.19. Trademark.

The name and style “ZERUST”, which includes trade literature, technical specifications and application instructions, and promotional material pertaining thereto, together with any ancillary trademark registrations, which may differ between various jurisdictions.

1.20. NTI and/or NTI ASEAN Trade Secrets.

All information deemed and designated confidential, both in the Shareholders Joint Venture Agreement and in the Ancillary Agreements and hereafter, including but not limited to information regarding the Knowhow, Materials, Process, Product and/or Masterbatch, technology, customers, research, techniques, processes, applications, formulae, cost data, customer lists, suppliers, competition, marketing strategy, supply relationships, costs and cost accounting, memoranda, diagrams, pictures, computer software and programs and records contained therein, sales information, financial information, costs, pricing data and profits, relating to the business and Intellectual Property Rights of NTI, NTI ASEAN, the Corporation and NTI and/or NTI ASEAN Affiliates, both in the Territory and elsewhere.

1.21. Other Agreed Upon Technologies.

In conformity with the objectives of the Parties hereto to expand the Corporation’s Business over time, the Parties shall endeavor to identify products, materials and/or technologies, which are both compatible with the Corporation’s Business, and susceptible of being profitably marketed through and/or by the Corporation in the Territory. Upon joint agreement of the Parties, in writing, to adopt such new products, materials and/or technologies within the scope of the Corporation’s Business, and successful negotiation of requisite commercial rights to commercialize such new products, materials and/or technologies in the Territory, such new products, materials and/or technologies shall be deemed to be incorporated within the Corporation’s Business as “Other Agreed Upon Technologies” to be treated as set forth in this Technical Assistance Agreement.

1.22. Net Sales.

The total proceeds from the sale of Product and Other Agreed Upon Technologies sold by the Corporation in normal, bona fide commercial transactions on an arm’s length basis to, by, with, or through an entity which is not affiliated with any Party of this Agreement, less the following items: (i) sales discounts (including sales rebates); (ii) sales returns; (iii) shipping and transaction costs, such as Value Added Tax, CIF charges and packaging expenses; and (iv) sales commissions to third parties. Sales made to an entity which is not affiliated with any Party of this Agreement through an Affiliated Entity, in accordance with article 4.3 of the Management and Sales Representation Agreement, shall be included in total proceeds for the purpose of this definition of Net Sales.

1.23. At Cost.

Without profit component of any kind, direct or indirect, to the particular Party in the given case (although nothing herein shall preclude such Party from recovering all costs-direct and indirect - arising out of any transaction with the proscription “At Cost”).

1.24. Shareholder.

Any holder, from time to time, of an Equity Interest in the Corporation and who presently is a Party to the Shareholders Joint Venture Agreement or who may become a Party to the Shareholders Joint Venture Agreement in the future.

1.25. Equity Interest.

Any validly issued Equity Interest in the Corporation owned by any Shareholder pursuant to the Shareholders Joint Venture Agreement.

1.26. Transfer of Equity Interest

Any sale, transfer, assignment, pledge or disposition of an Equity Interests in the Corporation in any way, whether voluntarily or involuntarily, by gift, legal procedure, operation of law, or any other means.

1.27. Transferor of Equity Interest

A Shareholder who declares an intention to Transfer an Equity Interest in the Corporation and/or initiates the Transfer of an Equity Interest.

1.28. Transfer Price for Equity Interest.

The price per share for the Shares of the Corporation offered on an arm’s-length basis by an outside party to the Transferor in a bona fide written offer.

1.29. Transferee.

Any new Shareholder, who has heretofore not been a party to the Shareholders Joint Venture Agreement, who acquires his Equity Interest pursuant to the provisions of the Shareholders Joint Venture Agreement, and who thereafter signs and becomes a Party to the Shareholders Joint Venture Agreement.

1.30. Change of Control.

Any change in ownership, management, control or scope of business activities of a Party which could affect the performance of the duties and/or obligations of such Party under the Shareholders Joint Venture Agreement or the Ancillary Agreements.

ARTICLE 2 RESPONSIBILITIES OF NTI ASEAN WITH RESPECT TO PROVIDING TECHNICAL ASSISTANCE TO TIANJIN ZERUST RELATIVE TO PRODUCT

2.1. Technical Assistance Relative to Product.

NTI ASEAN shall provide TIANJIN ZERUST with technical advice with respect to the effective use of Product, applications engineering support in response to customer requirements for the development of packaging systems incorporating Product, and technical assistance in the manufacturing of Product in the Territory. In addition, NTI ASEAN shall assist TIANJIN ZERUST in responding to technical problems which might arise from the use of Product (proper and improper), and in the evaluation of potential new applications of Product for specific customers.

2.2. Development of New Application Technologies.

NTI ASEAN shall continue its efforts to expand the range of applications of the Product and shall make any tangible results of such efforts available to TIANllN ZERUST.

2.3. Training by NTI ASEAN in the Manufacturing of the Product in the Territory.

NTI ASEAN shall provide assistance and training of personnel from TIANJIN ZERUST as may reasonably be required by TIANJIN ZERUST to facilitate the manufacture of Product in the Territory. This shall include training of Agents of TIANJIN ZERUST (as defined in Article 7.3.1 hereof), and may include the training of Submanufacturers of TIANJIN ZERUST (as defined in Article 7.3.l.i hereof) at a location to be mutually determined.

2.4. Quality Control of Masterbatch.

The parties recognize that the Materials consist of a unique, proprietary and secret combination of chemicals which has been developed by NTI, which chemicals are prepared, mixed and combined prior to shipment in the form of Masterbatch; and that the Masterbatch is essential in order for the Process to work safely and effectively. Accordingly, in order to ensure proper quality control, NTI ASEAN agrees to sell to TIANJIN ZERUST, at TIANJIN ZERUST’s request, and TIANJIN ZERUST agrees to purchase from NTI ASEAN, such Masterbatch At Cost as may be necessary to carry out the Corporation’s Business with respect to Product. Alternatively, TIANJIN ZERUST may purchase Masterbatch from any other NTI or NTI ASEAN Affiliate or external bona fide supplier, provided that NTI ASEAN has approved the quality and reliability of such Materials and such supplier, and provided that such supplier affords TIANJIN ZERUST product liability insurance on the chemical formulations it sells to TIANJIN ZERUST deemed to be adequate to protect TIANJIN ZERUST from loss due to any lessening of Quality Control standards established by NTI. Notwithstanding TIANJIN ZERUST’s right to choose a supplier of Masterbatch in accordance with the provisions hereof, upon receipt of bona fide Purchase Orders for Masterbatch from TIANJIN ZERUST under the Terms of Trade for Masterbatch set forth below, NTI ASEAN agrees to supply to TIANJIN ZERUST such Masterbatch as may be ordered by TIANJIN ZERUST in reasonable quantities and within reasonable timeframes, subject to the provisions of this Technical Assistance Agreement, the Shareholders Joint Venture Agreement and the other Ancillary Agreements.

	2.4.1.	Terms of Trade for Masterbatch. Shipments of Masterbatch by NTI ASEAN to TIANJIN ZERUST and the terms of sale thereof will be pursuant to and in accordance with the Terms of Trade set forth in Appendix I hereto, as modified from time to time. The initial price schedule for Masterbatch is also set forth in Appendix I. Masterbatch purchased from NTI ASEAN shall be paid as set forth in Article 12.11 or at any other place designated by NTI ASEAN in the U.S. Dollars invoiced within ninety (90) days following receipt by TIANJIN ZERUST of each shipment of Masterbatch at its principal place of business or at such other places in the Territory as shall be designated by TIANJIN ZERUST in the purchase order issued with respect thereto.

	2.4.2.	Material Safety Data Sheets. NTI ASEAN shall provide TIANJIN ZERUST with Material Safety Data Sheets for all Masterbatch provided by NTI ASEAN to TIANJIN ZERUST. NTI ASEAN shall also provide TIANJIN ZERUST with a complete set of reports issued by all sources to which NTI ASEAN has access with respect to human health and environmental analyses as to Product and/or NTI Intellectual Property Rights.

	2.4.3.	Product Liability Insurance. NTI warrants to TIANJIN ZERUST that NTI presently carries product liability insurance as set forth in Appendix II hereof. The product liability coverage under NTI’s Master Policy (“NTI’s Master Policy”) extends solely to Masterbatch manufactured by NTI. (“Product Liability Insurance Coverage on Masterbatch”). As of the Effective Date hereof, the pro rata charge to TIANJIN ZERUST by NTI ASEAN for the Product Liability Insurance Coverage on Masterbatch provided under NTI’s Master Policy shall be incorporated within the compensation to be paid to NTI ASEAN pursuant to Article 6 hereof for services performed hereunder. Any subsequent adjustment in the premiums paid by NTI for Product Liability Insurance Coverage on Masterbatch may, however, necessitate a separate additional charge therefor. At Cost to TIANJIN ZERUST by NTI ASEAN in the future.

2.5. Technical Service Relative to Product through Laboratory Test Facilities.

NTI ASEAN shall cause NTI to make its Laboratory Test Facilities and/or those of NTI and/or NTI ASEAN Affiliates reasonably available to TIANJIN ZERUST for the purpose of analyzing the specific corrosion prevention requirements of customers and/or potential customers for Product in the Territory (“Laboratory Tests”), on a time schedule to be mutually determined. In the course of the technical analysis and Laboratory Test procedures conducted in the Laboratory Test Facilities of NTI, and NTI and/or NTI ASEAN Affiliates, NTI and NTI ASEAN shall use reasonable efforts to determine whether NTI Intellectual Property Rights can be utilized effectively to meet, in whole or in part, the specific requirements for corrosion inhibiting technology posed by the customers or prospective customers in the Territory for the applications specified. Various different Materials and Masterbatch formulations may he tested in this process. NTI ASEAN shall inform TIANJIN ZERUST as to the results of the analyses performed and tests conducted in each such case as promptly as practicable. All of the concepts, analyses and results of such analyses and Laboratory Test procedures shall remain the sole property of NTI. In the event that Product variations are developed within the scope of such Laboratory Tests the ownership of such Product variations shall reside with NTI, subject to the terms of this Technical Assistance Agreement, the Shareholders Joint Venture Agreement, and the other Ancillary Agreements. Notwithstanding the foregoing, if greater demands on the Laboratory Test Facilities of NTI and/or NTI ASEAN Affiliates are posed by TIANJIN ZERUST than demands for such support posed by other NTI and/or NTI ASEAN Affiliates of the same approximate size and scope, neither NTI nor NTI ASEAN may be required to perform the requested services unless TIANJIN ZERUST agrees to the payment of a reasonable charge therefor.

2.6. Location for Performance of Services

All services performed under Article 2 will be performed outside the People’s Republic of China.

ARTICLE 3 RESPONSIBILITIES OF NTI ASEAN WITH RESPECT TO PROVIDING MARKETING SUPPORT TO TIANJIN ZERUST RELATIVE TO PRODUCT

3.1. Marketing Support Relative to Product.

NTI ASEAN shall provide TIANJIN ZERUST with assistance in marketing the Product in the Territory and in responding to inquiries with respect to the proper application, including potential new applications, of Product in the Territory.

3.2. Improvements in Marketing Relative to Product.

NTI ASEAN shall continue its efforts to improve the marketing techniques for the Product, and shall make any tangible results of all such efforts available to TIANJIN ZERUST within the compensation to be paid by TIANJIN ZERUST to NTI ASEAN pursuant to Article 6 hereof.

3.3. Sales Promotion Tools Relative to Product

NTI ASEAN shall provide support and assistance in the sales promotion and advertising efforts of TIANJIN ZERUST (“Sales Promotion Tools”). NTI ASEAN shall provide text, photographs, artwork and materials NTI has developed for its own proprietary Sales Promotion Tools to TIANJIN ZERUST At Cost; upon the reasonable request of TIANJIN ZERUST.

3.4. Participation in Trade Fairs Relative to Product.

At TIANJIN ZERUST’s request, and upon mutual agreement as to timing, cost and scope, NTI ASEAN shall provide support to TIANJIN ZERUST in designing and preparing display material for TIANJIN ZERUST. NTI ASEAN shall also provide technical staff for TIANJIN ZERUST’s booth at appropriate Trade Fairs in the People’s Republic of China, to promote the sale of Product in the Territory.

3.5. Joint Sales Calls Relative to Product.

Upon mutual agreement, proper advance planning and identification of suitable prospects, NTI ASEAN management shall make sales calls in the Territory jointly with CMG and/or TIANJIN ZERUST sales staff to promote the sale of Product in the People’s Republic of China.

3.6. Location of Services

All services performed under Article 3 are generated outside the People’s Republic of China.

ARTICLE 4 INTERNATIONAL COORDINATION AND SUPPORT RELATIVE TO PRODUCT

It is recognized by the parties that a major element in the Technical Assistance and Sales Support provided by NTI ASEAN relates to the integration of the Corporation’s Business within the worldwide “Federation” of NTI and NTI ASEAN Affiliates, for major customers for Product tend to be multinational companies with production and assembly factories throughout the world, such as in the automotive and electronic industries. Therefore, the Technical Assistance and Sales Support provided to TIANJIN ZERUST shall include:

4.1. Identification of International Customers for Product.

NTI ASEAN shall, together with TIANJIN ZERUST, identify international companies working in the Territory and attempt to determine which of these have become significant users of the Product in the United States and in the respective territories of other NTI and NTI ASEAN Affiliates. Following such research into pre-existing customers, NTI ASEAN shall provide lists of significant users of Product it identifies, together with appropriate references, photographs and other available information as to appropriate applications of Product for each international customer identified, to TIANJIN ZERUST for use in the Territory.

4.2. Inspection of Customer Shipments Abroad.

Where Product is used to protect a TIANJIN ZERUST customer’s shipment of metal components and/or finished goods from the Territory to foreign destinations, NTI ASEAN shall arrange to have such shipments inspected by NTI and/or NTI ASEAN Affiliate personnel on arrival, at destinations in such countries where NTI and/or NTI ASEAN have Affiliates, to ensure proper application and efficacy of Product in transit.

4.3. Participation in Worldwide Conferences.

NTI ASEAN shall invite TIANJIN ZERUST Management to, and include TIANJIN ZERUST Management in, appropriate worldwide and regional strategic conferences, marketing seminars and technical exchanges organized by NTI and/or NTI ASEAN for their joint venture Partners.

4.4. Location for performance of services

All services performed under article 4 will be performed outside the People’s Republic of China.

ARTICLE 5 TECHNICAL ASSISTANCE AND MARKETING SUPPORT TO BE RENDERED BY NTI ASEAN RELATIVE TO OTHER AGREED UPON TECHNOLOGIES

5.1. Uncertainty as to Market Structure With Respect to Other Agreed Upon Technologies

The parties recognize that the structure of the market for each Other Agreed Upon Technology in the Territory will require a different approach from that required by the structure of the market of Product. There is therefore an element of uncertainty relative to the market for Other Agreed Upon Technologies in the People’s Republic of China, for planning purposes.

5.2. Determination of Services to be Performed by NTI ASEAN With Respect to Other Agreed Upon Technologies.

Accordingly, under this Technical Assistance Agreement, NTI ASEAN shall use its best efforts to perform essentially the same range of services with respect to Other Agreed Upon Technologies that NTI ASEAN does in the ordinary course of business with respect to Product, adjusted as commensurate to the commercial and financial potential of each individual market for Other Agreed Upon Technologies in the Territory.

ARTICLE 6 PAYMENTS TO NTI ASEAN FOR TECHNICAL ASSISTANCE AND MARKETING SUPPORT SERVICES TO TIANJIN ZERUST

6.1. Basis for Payments with Respect to Services Relative to Product.

TIANJIN ZERUST shall make payments to NTI ASEAN as provided in this Article 6 of this Technical Assistance Agreement in consideration of all services performed by NTI ASEAN as set forth in Articles 2, 3, 4 and 5 hereof. The payments set forth herein shall be made throughout the entire term of this Technical Assistance Agreement as compensation in full for the services specified and duly provided by NTI ASEAN to TIANJIN ZERUST.

6.2. Amount of Payments for Services Relative to Product.

TIANJIN ZERUST shall pay to NTI ASEAN such amounts as set out in Schedule 1 to this Agreement. Such payments, less applicable withholding tax, shall be paid in U.S. Dollars to an account or accounts as may be designated by NTI ASEAN from time to time.

6.3. Basis for Payments with Respect to Services Relative to Other Agreed Upon Technologies.

Payments to be made to NTI ASEAN with respect to services to TIANJIN ZERUST relating to Other Agreed Upon Technologies shall be as agreed between the Parties on a case-by-case basis. NTI ASEAN shall perform substantially the same services under this Technical Assistance Agreement with respect to Other Agreed Upon Technologies that it does with respect to Product. Accordingly, payments to NTI ASEAN for its services with respect to Other Agreed Upon Technologies under this Technical Assistance Agreement shall, unless otherwise agreed between the Parties, be equal (as a percentage of Net Sales of each Other Agreed Upon Technology) to the payments paid by TIANJIN ZERUST to NTI ASEAN for its services hereunder with respect to Product.

6.4. When a Sale is Deemed to Occur.

A sale shall be deemed to have occurred when Product or goods based upon Other Agreed Upon Technologies have been billed, or (if not billed) delivered to and fully paid for by a customer.

6.5. Support Year.

The term “Support Year” shall mean any twelve (12) month period ending on December 31, except that the first Support Year shall commence on the Effective Date, and end at the next December 31 date.

6.6. Statements to NTI ASEAN.

Within sixty (60) days after the last day of each quarterly period in each Support Year, TIANJIN ZERUST shall:

6.6.1.	Prepare and deliver to NTI ASEAN a complete and accurate statement setting forth for the quarter just ended and separately and cumulatively for and with respect to all elapsed quarterly periods for the Support Year:

	(i)	The total amount of Net Sales of Product (broken down in reasonable detail by individual volumes and customers and showing all costs and discounts leading to the establishment of the Net Sales figure for each customer);

	(ii)	The total amount of compensation, based upon such Net Sales of Product (computed as hereinbefore provided) payable to NTI Asean for its services to the Corporation hereunder;

	(iii)	The total amount of Net Sales of Other Agreed Upon Technologies (broken down in reasonable detail by individual volumes and customers and showing all costs and discounts leading to the establishment of the Net Sales figure for each customer); and

	(iv)	The total amount of compensation, based upon such Net Sales of Other Agreed Upon Technologies (computed as hereinbefore provided) payable to NTI ASEAN for its services to the Corporation hereunder.

6.6.2.	Pay to NTI ASEAN the full amount to which it is entitled for and with respect to the period or periods of the Support Year covered by the statement(s) provided for in Article 6.6.1 hereof.

6.7. Books and Records.

TIANJIN ZERUST covenants and agrees:

	6.7.1.	That it will keep complete and accurate records and books of account showing the amount of xxxxxxxx to customers and the amount of deductions therefrom in arriving at Net Sales and all additional data and information which may be reasonably necessary to enable NTI’s or NTI ASEAN’s independent accountants to verify the completeness and accuracy of each item of information which TIANJIN ZERUST is required to set forth in each of the statements referred to in Article 6.6.1;

	6.7.2.	That it will keep all such records and books of account at its principal office and will preserve all such records and books of account for a period of not less than three (3) years from and after the date on which such records or the last entry in such books of account was made, whichever shall be later; and

6.7.3.

That it will make such records, books of account, data and information available to NTI ASEAN’s representatives and to NTI ASEAN’s independent accountants and will give to such representatives or accountants free and complete access, at any reasonable time or times, to all such records, books of account, data and information, for the purposes of examining the same and verifying the completeness and accuracy of each item of information which TIANJIN ZERUST is required to set forth in each of the statements referred to in Article 6.6.1 hereof. In addition, NTI ASEAN shall have the right to make copies of any of the foregoing. The independent accountants of TIANJIN ZERUST shall in the ordinary course of business provide written confirmation and certification to NTI ASEAN, at least annually, of the data supplied to NTI ASEAN pursuant to Article 6.6.1 hereof. The cost of such reports shall be borne by TIANJIN ZERUST. In the event that NTI ASEAN shall cause its representatives to confirm or verify the accuracy of the data supplied by TIANJIN ZERUST, then the costs and fees of such representatives shall be borne by NTI ASEAN unless such representatives shall determine, to the satisfaction of TIANJIN ZERUST’s independent accountants, that there is a variation in the reporting of Net’ Sales of five percent (5%) or more, in which event the costs and fees of NTI ASEAN’s representatives and/or accountants shall be borne by TIANJIN ZERUST.

ARTICLE 7 PROTECTION OF NTI AND/OR NTI ASEAN TRADE SECRETS

7.1. Recognition of NT I and/or NTI ASEAN Trade Secrets.

TIANJIN ZERUST acknowledges and agrees that (i) NTI Intellectual Property Rights; (ii) NTI and/or NTI ASEAN Trade Secrets; (iii) the Knowhow, Materials, Process, Product and Masterbatch; and (iv) other information deemed confidential by NTI and/or NTI ASEAN and designated herein and hereafter relating to the business of NTI and/or NT! ASEAN, of the Corporation, and of NTI and/or NTI ASEAN Affiliates, both in the Territory and elsewhere, including but not limited to applications of NTI Intellectual Property Rights, cost and cost accounting data, customer lists, competition, marketing strategy, supply relationships, memoranda, diagrams, pictures, computer software and programs as well as records contained therein, sales information, financial information, pricing data and margins, are also included within the definition of NTI and/or NTI ASEAN Trade Secrets set forth in Article 1.20 hereof and constitute valuable property rights of NTI, NTI ASEAN and NTI and/or NTI ASEAN Affiliates.

7.2. Protection of NTI and/or NTI ASEAN Trade Secrets.

TIANJIN ZERUST agrees that during the term of this Technical Assistance Agreement, as well as following its termination and for all times thereafter, it shall keep secret and confidential all NTI and/or NTI ASEAN Trade Secrets which it now knows or may hereafter come to know as a result of the Shareholders Joint Venture Agreement and the Ancillary Agreements. NTI and/or NTI ASEAN Trade Secrets shall not be disclosed by TIANJIN ZERUST to third parties and shall be kept secret and confidential except, (i) to the extent that the same have entered into the public domain by means other than the improper actions of TIANJIN ZERUST, or (ii) to the extent that the disclosure thereof may be required pursuant to the order of any court or other governmental body. If an NTI and/or NTI ASEAN Trade Secret shall be in the public domain as the result of an act by TIANJIN ZERUST or any Agent (as hereinafter defined) or Submanufacturer (as hereinafter defined) thereof, then TIANJIN ZERUST shall nevertheless continue to keep such NTI and/or NTI ASEAN Trade Secret secret and inviolate.

7.3.	Protection of NTI and/or NTI ASEAN Trade Secrets by Agents (as hereinafter defined) and Submanufacturers (as hereinafter defined) of TIANJIN ZERUST.

Neither TIANJIN ZERUST, nor its Agents (as hereinafter defined), nor its Submanufacturers (as hereinafter defined) shall at any time copy, remove from their proper location, or retain without NTI ASEAN’s prior written consent, the originals or copies of any NTI and/or NTI ASEAN Trade Secrets or of any of the unpublished records, books of account, documents, letters, diagrams, computer disks, papers or memoranda of NTI and/or NTI ASEAN. It is understood that from time to time it may be necessary that certain of the foregoing items be copied or removed from their location; however, this shall be done subject to the requirement of this Article that the original material be returned to its proper location as soon as possible and that the confidential nature and integrity of the foregoing as NTI and/or NTI ASEAN Trade Secrets be strictly maintained both as to original documents and copies thereof.

7.3.1.	Insofar as the officers, employees and consultants of TIANJIN ZERUST (herein collectively “Agents”) who come in contact with NTI and/or NTI ASEAN Trade Secrets are concerned, TIANJIN ZERUST shall cause such Agents to enter into NTI and/or NTI ASEAN Trade Secrecy Agreements substantially in the form of Appendix III to this Technical Assistance Agreement. TIANJIN ZERUST shall exert its best efforts to cause its Agents to adhere to and to abide by the provisions, restrictions and limitations of the NTI and/or NTI ASEAN Trade Secrecy Agreements, which efforts shall include the institution and prosecution of appropriate litigation if such be necessary and desirable.

	(i)	To the extent that TIANJIN ZERUST provides Masterbatch to Submanufacturers in requisite quantities to allow such Submanufacturers to manufacture Product in the Territory in such volumes and forms as may be required for the Corporation’s Business (“ Submanufacturers “), it is understood that TIANJIN ZERUST may find it necessary to disclose certain NTI and/or NTI ASEAN Trade Secrets to such Submanufacturers for such purposes only;

	(ii)	NTI and/or NTI ASEAN Trade Secrets shall be disclosed only to such Submanufacturers who have been specifically approved in writing by NTI ASEAN and who have entered into NTI and/or NTI ASEAN Trade Secrecy Agreements with TIANJIN ZERUST in a form approved by NTI ASEAN, but substantially in the form of the NTI and/or NTI ASEAN Trade Secrecy Agreement set forth in Appendix III hereof;

	(iii)	Moreover, only those NTI and/or NTI ASEAN Trade Secrets which are absolutely essential for the functions to be performed by such Submanufacturers shall be disclosed to them.

	7.3.2.	TIANJIN ZERUST shall not transfer ownership, by sale or any other means, of Materials or Masterbatch to any Submanufacturers but rather shall provide Masterbatch to Submanufacturers without charge for the sole purpose of allowing such Sub manufacturers to apply the Process with respect to Product, incorporating Masterbatch, for the account of TIANJIN ZERUST. Upon completion of any order for such Process of Product by a Submanufacturer, TIANJIN ZERUST shall pay such Submanufacturer for its services and the raw materials provided by the Submanufacturer in the Process and so take title to the Product, and shall require the return by the Submanufacturer of any Materials or Masterbatch not utilized in the Process.

	7.3.3.	The Parties hereby agree and acknowledge that NTI and/or NTI ASEAN are intended third party beneficiaries of the NTI and/or NTI ASEAN Trade Secrecy Agreements, and that NTI and/or NTI ASEAN may each, in its sole discretion, on its own behalf or derivatively and/or on behalf of the Corporation directly enforce the provisions of the NTI and/or NTI ASEAN Trade Secrecy Agreements and/or any breach thereof against any and all Agents (as defined in Article 7.3.1 hereof) and/or Submanufacturers (as defined in Article 7.3.1(i) hereof) who have executed same.

7.4. Remedies in the Event of a Violation of Article 7 Hereof.

It is understood and recognized by TIANJIN ZERUST that in the event of any violation by TIANJIN ZERUST and/or its Agents of the provisions of Article 6 hereof, NTI’s and/or NTI ASEAN’s remedy at law will be inadequate and NTI and NTI ASEAN will suffer irreparable injury. Accordingly, TIANlIN ZERUST consents to injunctive and other appropriate equitable relief upon the institution of legal proceedings therefor by NTI and/or NTI ASEAN and in any court of competent jurisdiction to protect NTI and/or NTI ASEAN Trade Secrets. Such relief shall be in addition to any other relief to which NTI and/or NTI ASEAN may be entitled at law or in equity, which shall include but not be limited to the right of immediate termination of this Technical Assistance Agreement.

ARTICLE 8 COVENANT TO OBSERVE THE DOCTRINE OF “CORPORATE OPPORTUNITY”

8.1. Doctrine of Corporate Opportunity and Observance Thereof.

It is the intent of the Parties to this Technical Assistance Agreement, the Shareholders Joint Venture Agreement and to the other Ancillary Agreements to deal solely with each other with respect to the commercial, technical and strategic development of the Corporation’s Business in the Territory. Consequently, the Parties to each agreement cited above hereby renounce and covenant not to engage in any activity which would either (a) negatively impact the performance of their duties under the Shareholders Joint Venture Agreement or the Ancillary Agreements in the Territory, or (b) have the effect of displacing or substituting Net Sales of Product and/or of Other Agreed Upon Technologies and/or the applications of NTI Intellectual Property Rights, in the Territory; except as specifically agreed to by the Parties in furtherance of the Corporation’s Business (“Corporate Opportunity”).

8.2. Agreement Not to Divert Resources.

TIANJIN ZERUST and NTI ASEAN agree that during the term of this Technical Assistance Agreement they shall not, directly or indirectly, in any capacity whatsoever, engage in, own, manage, operate, control, act as a consultant to, have a financial interest in, or otherwise participate in the ownership, licensing, management, operation or control of, a business which would impede, substitute, displace or divert Net Sales of Product and/or of Other Agreed Upon Technologies from the Corporation within the Territory except through the Corporation in furtherance of the Corporation’s Business. During said term NTI ASEAN shall not in any way, directly or indirectly, divert, take away or interfere with or attempt to divert, take away or interfere with, any of the customers, accounts, suppliers, employees, representatives or patronage of the Corporation. In the event that this Technical Assistance Agreement is terminated: (i) because of a material Breach of the Shareholders Joint Venture Agreement by a Party; or (ii) because of a material Breach of any Ancillary Agreement by a Party; (iii) upon the bankruptcy or other adverse condition of a Party as described in Article 9 hereof; (iv) pursuant to Article 10 hereof; or (v) upon a Breach of Articles 7 or 8 hereof, then the Party in Breach or subject to such adverse condition shall continue to be bound by the provisions of Article 8 of this Technical Assistance Agreement for a period of three years following the date of termination, but shall at no time be permitted to use NTI and/or NTI ASEAN Trade Secrets for any activity outside the Corporation.

8.3. Remedies for Breach of Agreement Not to Divert Resources.

It is understood and recognized by the Parties that in the event of a violation of the provisions of Article 8 hereof by a Party, the remedy at law will be inadequate and that the other Party to this Technical Assistance Agreement shall suffer irreparable injury. Accordingly, each Party to this Technical Assistance Agreement consents to injunctive or other appropriate equitable relief upon the institution of legal proceedings therefor by the nonviolating Party. Such relief shall be in addition to any other relief to which a Party may be entitled at law or in equity, which shall include but not be limited to the right of immediate termination of this Technical Assistance Agreement.

ARTICLE 9 TERM OF AGREEMENT

9.1. Indefinite Term.

This Technical Assistance Agreement shall become effective on the Effective Date and shall, unless otherwise terminated in accordance with the provisions hereof, continue in effect for an indefinite term of years.

9.2. Termination.

This Technical Assistance Agreement, having become effective as of the Effective Date hereof, shall continue in effect unless:

	9.2.1.	Terminated by either Party in accordance with the provisions of Articles 7 or 8 hereof;

	9.2.2.	Terminated in accordance with Article 9.3 and/or Article 9.4 hereof;

	9.2.3.	Terminated by either Party by reason of a material Breach or Default of this Technical Assistance Agreement by the other Party which has not been cured or remedied in accordance with Article 10 hereof; or

	9.2.4.	Terminated automatically, in conjunction with the termination of the Shareholders Joint Venture Agreement or any of the Ancillary Agreements by a Party thereto by reason of a material Breach (as therein defined) or Default (as therein defined) of any such agreement by a Party thereto, which Breach or Default has not been cured or remedied in accordance with the curative provisions thereof. In such event this Technical Assistance Agreement shall likewise terminate on the same date, without any further act or notice given by a Party hereto.

9.3. Termination Upon Change of Control of a Party.

In the event that a Change of Control of a Party hereto shall occur, then the other Party or Parties may, upon six (6) months prior written notice given to such Party, terminate this Technical Assistance Agreement, unless the Change of Control of such Party shall have been effected upon prior notification and with the written understanding of the other Party.

9.4. Termination Upon Bankruptcy or Insolvency.

If a Party hereto shall become bankrupt or insolvent or shall file any debtor relief proceedings, or if there shall be filed in Court against a Party legal proceedings or bankruptcy or insolvency or reorganization or for the appointment of a receiver or trustee of all or a portion of such Party’s property, or if a Party makes an assignment for the benefit of creditors or petitions for or enters into, an arrangement for debtor relief and such proceedings as are described aforesaid are not dismissed within a period of ninety (90) days after the institution thereof, then, at the option of the other Party, this Technical Assistance Agreement shall forthwith terminate by written notice given to the Party who has filed, instituted or against whom any of the proceedings aforesaid have been brought; provided that if a stay has been granted by a Trustee or Judge in Bankruptcy by virtue of which this Technical Assistance Agreement is to be deemed an executory contract, then the other Party shall continue to perform under the terms of this Technical Assistance Agreement if:

	9.4.1.	Payments due under this Technical Assistance Agreement for past services are rendered in full;

	9.4.2.	Payments due under this Technical Assistance Agreement for present services are rendered pursuant to a payment schedule acceptable to the other Party or Parties; and

9.4.3.

All other provisions of this Technical Assistance Agreement are complied with fully.

9.5. Payment of Amounts Due.

In the event of termination of this Technical Assistance Agreement, each Party shall pay to the other Party all amounts due and owing pursuant to this Technical Assistance Agreement prior to the effective date of termination.

9.6. Cooperation Upon Termination.

Upon termination of this Technical Assistance Agreement, the Corporation shall cooperate with CMG in transferring CMG Trade Secrets to CMG or its designated assignee; and CMG and the Corporation shall cooperate with NTI and NTI ASEAN in transferring NTI Intellectual Property Rights, and NT! and/or NTI ASEAN Trade Secrets to NTI, NTI ASEAN or their designated assignee.

9.7. Non-Release of Obligations.

The termination of this Technical Assistance Agreement shall not release the Parties from their obligations to settle all financial accounts between themselves in cash forthwith. Notwithstanding the termination hereof, each Party shall be responsible for the performance of all of its obligations and responsibilities hereunder up to the effective date of termination. As provided in Article 7, upon termination of this Technical Assistance Agreement, NTI Intellectual Property Rights, together with NTI and/or NTI ASEAN Trade Secrets, shall continue to be kept secret and confidential by TIANJIN ZERUST.

9.8. Cessation of Rights Upon Termination.

Upon the termination of this Technical Assistance Agreement, for reason of Default or Breach of this Technical Assistance Agreement or of the Shareholders Joint Venture Agreement or of any Ancillary Agreement, all rights which the Defaulting Party may have under or pursuant to this Technical Assistance Agreement shall forthwith cease and terminate. If a dispute as to whether a Default or Breach exists is submitted to Arbitration under Article 11 hereof, the Parties shall jointly appoint a trustee or agent to oversee the execution of the duties hereunder and the protection of the rights hereunder of the Party allegedly in Default or Breach. If the Parties cannot agree on a trustee or agent for such purposes, the Arbitration Panel shall forthwith appoint same.

ARTICLE 10 DEFAULT

10.1. Event of Default.

A Default (“ Default”) hereunder shall exist in the event of:

10.1.1.

Non-payment of funds by one Party to another Party when due and owing; and/or

	10.1.2.	A material Breach (“Breach”) of any provision of this Technical Assistance Agreement other than Articles 7 and/or 8 hereof;

	10.1.3.	A Breach of Articles 7 and/or 8 hereof.

10.2. Remedies Upon Default or Breach.

The remedies available to each Party in an instance of Default or Breach by the other Party shall be as follows:

	10.2.1.	If a Party shall fail to make any payments required hereunder after the same are due, (other than due to governmental delays) or if it shall commit a Default or Breach in the performance of, or by failure to observe and comply with, any other material term or provision of this Technical Assistance Agreement to be performed, observed or complied with by it, then the other Party shall have the right to declare a Default and terminate this Technical Assistance Agreement unless the Party in Default or Breach shall cure such failure to pay, and/or Breach or Default, or cause the same to be cured, within thirty (30) days (fifteen (15) days in case of monetary default) after receipt of written notice from the other Party, provided, however, that if the Party in Default or Breach commences to cure same within the curative period specified herein, then the right of termination shall be held in abeyance for a reasonable period of time so long as the Party in Default or Breach proceeds to cure such Default or Breach with due diligence. A Party’s right of termination shall be in addition to and not in limitation of any of his other rights at law or in equity based upon the other Party’s Default or Breach. Any notice of termination shall stipulate the effective date of termination which shall be not less than three (3) months nor more than six (6) months following the date that such notice is given.

	10.2.2.	Notwithstanding the forgoing, in the event of a violation of Articles 7 and/or 8 hereof by a Party hereto, the other Party may at its sole discretion terminate this Technical Assistance Agreement with immediate effect upon giving notice to the Party in Default or Breach of Article 7 or 8 hereof as provided herein.

10.3. Non-Waiver of Rights.

A Party’s failure to terminate this Technical Assistance Agreement on account of any Breach or Default by the other Party as provided in Article 10.1 or 10.2 hereof shall in no event constitute or be deemed to constitute a waiver by such Party of its right to terminate this Technical Assistance Agreement at any time while any such Breach or Default continues (subject to the provisions of Article 10.2 hereof), or on account of any subsequent Breach or Default by a Party.

ARTICLE 11 DISPUTE RESOLUTION

11.1. Dispute Resolution by Arbitration.

Any and all disputes, except as excluded under Article 11.2 hereof, which may arise between the Parties during the term of this Technical Assistance Agreement, after the termination thereof, or following the liquidation or dissolution of TIANJIN ZERUST, upon failure by the Parties to amicably resolve same after mutual good faith negotiations, shall be exclusively settled by arbitration, including but not limited to the following:

	11.1.1.	A dispute as to whether a Default exists;

	11.1.2.	A dispute as to whether a Default entitles the non-defaulting Party to terminate this Technical Assistance Agreement;

	11.1.3.	A dispute as to the validity of this Article 11;

	11.1.4.	A dispute relating to the construction, meaning, interpretation, application or effect of this Technical Assistance Agreement or anything contained herein;

	11.1.5.	A dispute as to the rights, obligations or liabilities of the Parties hereunder.

11.2. Disputes Not Subject to Arbitration.

Notwithstanding anything to the contrary set forth in this Technical Assistance Agreement:

	11.2.1.	Arbitration may not be invoked regarding matters expressed in this Technical Assistance Agreement to be agreed upon by or determined with the consent or approval of both Parties.

	11.2.2.	Arbitration may not be invoked if a Party violates the provisions of this Technical Assistance Agreement relating to NTI Intellectual Property Rights, NTI and/or NTI Asean Trade Secrets, or Corporate Opportunity. In such event, the remedies set forth in Articles 7 and 8 hereof shall apply.

11.3. Conduct of Arbitration Proceedings.

Such arbitration proceedings shall be conducted in English and shall be carried on at the Arbitration Commission of the International Chamber of Commerce of Singapore, under the UNCITRAL Arbitration Rules. With respect to the interpretation of this Technical Assistance Agreement, the laws of the People’s Republic of China shall apply. Judgment upon the award rendered by the arbitrator, including an award concerning the payment of costs, attorneys’ fees, and expenses of the arbitration proceedings, may be entered in any court of competent jurisdiction and assets may be attached in any country in the world pursuant to such judgment.

11.4. Designation of the “Prevailing Party”.

In each case in which arbitration is invoked under this Technical Assistance Agreement, the Shareholders Joint Venture Agreement or any of the other Ancillary Agreements, the arbitration panel shall be required to designate one or the other Party as the Prevailing Party (“Prevailing Party” ).

11.5. Punitive Damages Excluded.

The Prevailing Party in an arbitration proceeding convened hereunder shall be entitled to recover all reasonable damages plus documented costs incurred in pursuing its arbitration claim, including but not limited to legal fees and travel expenses, but shall not be entitled to exemplary or punitive damages.

ARTICLE 12 GENERAL PROVISIONS

12.1. Benefit of Parties.

All of the terms and provisions of this Technical Assistance Agreement, the Shareholders Joint Venture Agreement and of the other Ancillary Agreements shall be binding upon the Parties executing same and their respective permitted successors and assigns. Except as expressly provided herein, a Party may not assign its rights and obligations hereunder to a third party without the written consent of the other Party; provided, however, that a Party may assign this Technical Assistance Agreement and all of a Party’s rights hereunder (or a portion of this Technical Assistance Agreement and the rights hereunder relating thereto) to, or provide for the performance of all or part of a Party’s obligations hereunder by, a Party which controls, is controlled by or is under common control with such Party. In such event, (i) the assignor shall unconditionally guarantee the performance and obligations of the assignee and shall not be released of its liabilities, obligations and responsibilities hereunder and (ii) the assignee shall expressly assume in writing and agree to perform such obligations, liabilities and responsibilities of the assignor.

12.2. Counterparts.

This Technical Assistance Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.3. Cooperation.

During the term of this Technical Assistance Agreement, each Party shall cooperate with and assist each Party in taking such acts as may be appropriate to enable all Parties to effect compliance with the terms of this Technical Assistance Agreement as well as those of the Shareholders Joint Venture Agreement and the other Ancillary Agreements, and to carry out the true intent and purposes thereof.

12.4. Index, Captions, Definitions and Defined Terms.

The captions of the Articles of this Technical Assistance Agreement and subsections thereof are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any provisions hereof. Notwithstanding the foregoing, the Definitions set forth in Article 1 hereof, together with any other defined terms in this Technical Assistance Agreement, as identified by their insertion in parentheses and quotation marks (“Defined Terms”), shall be incorporated herein as written, made a part hereof, and govern the interpretation of the text of this Technical Assistance Agreement, irrespective of whether such Definitions or Defined Terms appear in the text of this Technical Assistance Agreement before or after they are defined.

12.5. Waiver of Compliance.

The Party for whose benefit a warranty, representation, covenant or condition is intended may in writing waive any inaccuracies in the warranties and representations contained in this Technical Assistance Agreement or waive compliance with any of the covenants or conditions contained herein and so waive performance of any of the obligations of the other Parties hereto, and any Breach or Default hereunder; provided, however, that such waiver shall not affect or impair the waiving Party’s rights in respect to any other covenants, conditions, Breach or Default hereunder.

12.6. Force Majeure.

In the event that a Party is prevented or delayed from performing, fulfilling or completing an obligation provided for in this Technical Assistance Agreement as a result of delays caused by strikes, lock-outs, unavailability of materials, acts of God, acts of any national, state or local governmental agency or authority of a foreign government, war, insurrection, rebellion, riot, civil disorder, fire, explosion or the elements, then the time for performance, fulfillment or completion shall be extended for a period not exceeding the number of days by which the same was so delayed. If a force majeure event shall be in existence for one year or more, then either Party shall have the right to terminate this Technical Assistance Agreement at any time thereafter by giving at least thirty (30) days written notice of termination to the other Party, provided that the force majeure event continues to be in effect as of the date that such notice is given.

12.7. Notices.

All notices, requests, demands or other communications which are required or may be given pursuant to the terms of this Technical Assistance Agreement shall be in writing and delivery shall be effective in all respects if delivered (i) by telefax promptly confirmed by letter, (ii) personally, (iii) by registered or certified air mail, postage prepaid, or (iv) by neutral, commercial courier service such as Federal Express, DHL, UPS or equivalent, as follows:

If to Tianjin Zerust, to:	TIANJIN ZERUST Anti-Corrosion Technologies Ltd.
	Xx 000 Xxxxx 0 Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxx,
	Tinajin, People’s Republic Of China
	Attention: Xx. Xxxx Tao
	Telefax: 011 86 022 2367 0120

Copy to:	Tianjin China March Group Ltd.
	Huoju Building Huayuan Industry Zone, Tianjin
	Attention: Xx. Xxxxx Binhua
	Telefax: 86 022 2367 0120

Copy to:	NTI ASEAN LLC
	c/o Northern Technologies International Corporation
	Attention: President
	0000 Xxxxx Xxxxxxx 00
	Xxxx Xxxxx, XX 00000
	Telefax: 0-000-000-0000

Copy to:	Mr. Yoshiharu Rikuta
	Mr. Haruhiko Rikuta
	Taiyo Petroleum Gas Co., LTD.
	0-0 Xxxxxxxxxx-xxxxxx x-xxxxx
	Xxxx-xx Xxxxx 000
	Xxxxx
	Telefax: 81 33 242 0986

Copy to:	Northern Technologies International Corporation
	Attention: Chairman
	One Commerce Park Square
	00000 Xxxxxxx Xxxx., Xxxxx 000
	Xxxxxxxxx, XX 00000
	Telefax: 0-000-000-0000

or to such other address as may be specified in writing by any of the above.

12.8. Entire Agreement.

This Technical Assistance Agreement, together with the Shareholders Joint Venture Agreement and the other Ancillary Agreements, contain the entire understanding of the Parties as of the date of execution of each such agreement. There are no representations, promises, warranties, covenants, agreements or undertakings other than those expressly set forth or provided for in this Technical Assistance Agreement, the Shareholders Joint Venture Agreement and the other Ancillary Agreements, and the same supersede all prior agreements and understandings between the Parties with respect to the relationships and transactions contemplated by this Technical Assistance Agreement. It is the intent of the Parties to develop the relationship established hereunder, however, and to amend and supplement this Technical Assistance Agreement so as to provide for expansion both of Net Sales of Product and of the scope of the Corporation’s Business with Other Agreed Upon Technologies. Any amendment or supplement to this Technical Assistance Agreement, the Shareholders Joint Venture Agreement and the other Ancillary Agreements must, however, be clearly identified as such and set forth in writing (“Supplemental Documents”). Supplemental Documents may include Corporate Resolutions and/or other written exchanges between Parties, but must be manually signed, in the original, by duly authorized representatives of the Parties to constitute valid Supplemental Documents for purposes hereof.

12.9. Validity of Provisions.

Should any part of this Technical Assistance Agreement, the Shareholders Joint Venture Agreement, or the other Ancillary Agreements be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining portion, which remaining portion shall continue in full force and effect as if such instrument had been executed with the invalid portion thereof eliminated therefrom, it being the intent of the Parties that they would have executed the remaining portion without including any such part or portion which may for any reason be declared invalid. In the event that a provision of this Technical Assistance Agreement, the Shareholders Joint Venture Agreement, or any other Ancillary Agreement shall be declared to be invalid, then the Parties agree that they shall, in good faith, negotiate with one another to replace such invalid provision with a valid provision as similar as possible to that which had been held to be invalid, giving due recognition to the reason for which such provision had been held invalid.

12.10. Governmental Filings.

TIANJIN ZERUST shall be responsible for the preparation and filing of all necessary reports relating to this Technical Assistance Agreement and the transactions contemplated hereby with each appropriate government agency in the Territory, and shall maintain all required governmental filings and permits current. NTI ASEAN shall provide whatever information and documentation reasonably required of and available to it in connection with the preparation and filing of such reports.

12.11. Payments.

Any payment to be made by TIANJIN ZERUST to NTI ASEAN pursuant to any provision of this Technical Assistance Agreement shall be made by means of a wire transfer or by means of a deposit to a bona fide bank account as designated by NTI ASEAN. NTI ASEAN shall have the right to specify in writing any bank account to which payments due shall be made.

12.12. Derivative Enforcement by CMG.

CMG may, derivatively for and on behalf of TIANJIN ZERUST, enforce the terms hereof against NTI ASEAN in the event of a material Breach or Default of this Agreement by NTI ASEAN. In the event of derivative enforcement hereunder, the matter shall be adjudicated in accordance with the provisions of Article 11 hereof.

12.13. Changes Subject to Approval of CMG.

The parties to this Technical Assistance Agreement shall not change, modify or amend this Technical Assistance Agreement in any respect without the prior written consent of CMG.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

NTI ASEAN, LLC		TIANJIN ZERUST ANTI-CORROSION TECHNOLOGIES LTD.


By	/s/		By	/s/

APPROVAL OF TIANJIN CHINA MARCH GROUP LTD.

By its signature hereto CMG approves and agrees to the terms and provisions of this Technical Assistance Agreement and of the form of the NTI and/or NTI ASEAN Trade Secrecy Agreement attached hereto, and agrees to be bound thereto to the extent that such terms and provisions are applicable to it, it being understood that CMG shall also have a direct right of action in its own name for the enforcement of the provisions of this Technical Assistance Agreement.

TIANJIN CHINA MARCH GROUP LTD.


By /s/		Date


1/9/99

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EX-10.23 18 ex10_23.htm TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT BY AND BETWEEN NTI ASEAN, LLC AND TIANJIN ZERUST ANTI -CORROSION TECHNOLOGIES LTD. DATED AS OF 1 SEPTEMBER, 1999 APPENDICES APPENDIX I NTI Terms of Trade – Price Schedule...

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