STRATEGIC MARKET DEVELOPMENT AGREEMENT
by and between
The Tirex Corporation TIREX EUROPE S.L.
0000 Xx. Xxxxxxx Xxxxxx and Calle Castello 00, 0xx X,
Xxxxxxxx, Xxxxxx X0X 0X0 28001 Madrid
Canada Spain
referred to herein as "Tirex" party referred to hereinafter as "TIREX
of the first part, EUROPE S.L.", party of the second
part
WITNESSETH
WHEREAS Tirex has developed a unique technology for recycling waste tyres
through a cryogenic process and a patented disintegration process, hereinafter
referred to as the "TCS- System", and
WHEREAS Tirex wishes to engage in a Strategic Market Development Agreement with
a European partner willing and able to market, sell and provide market support
services on both pre-sale and on a post-sale basis, Tirex's patented tyre
recycling technology (TCS System) and subsequent versions thereof in territories
to be agreed upon, and
WHEREAS TIREX EUROPE S.L. established under the laws of Spain and will,
initially, be represented by Xxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxxx, and
WHEREAS, Xxxx Xxxxxxx, a proposed shareholder of TIREX EUROPE S.L. has
previously acted as the European representative of Tirex since 1996, and
WHEREAS Xxxx Xxxxxxx and Xxxxxxxx Xxxxxxxxx represent that they have potential
customers with the financial capability to purchase at least forty (40) TCS
Systems over a period of forty (40) consecutive months,
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
1.1 Existing customer shall be defined as any person or
corporation having already concluded a purchase and sale
transaction with The Tirex Corporation or with Tirex Europe
respecting a TCS System or any person or corporation related
to an existing customer of The Tirex Corporation or Tirex
Europe by virtue of being a subsidiary or affiliate company of
the existing customer or being controlled by a subsidiary or
affiliate corporation of the existing customer, being
controlled by a person related to the shareholders of the
existing customer, or being controlled by a common shareholder
group which controls the existing customer.
1.2 New customer shall be defined as any person or corporation not
having already concluded a purchase and sale transaction with
The Tirex Corporation - Tirex Europe Strategic Market Development Agreement
April 14, 2001
The Tirex Corporation or with Tirex Europe respecting a TCS
System or any person or corporation not related to an existing
customer of The Tirex Corporation or Tirex Europe by virtue of
being a subsidiary or affiliate company of the existing
customer nor being controlled by a subsidiary or affiliate
corporation of the existing customer, nor being controlled by
a person related to the shareholders of the existing customer,
nor being controlled by a common shareholder group which
controls the existing customer.
1.3 Related person shall have the same definition as is defined in
the Income Tax Act of Canada.
1.4 Associated or related company shall have the same definition
as is defined in the Income Tax of Canada.
1.5 Common Shareholder Group shall mean a group of shareholders
and persons related thereto which have a controlling
shareholder interest in more than one company where such
companies are not otherwise related to each other.
2. PURPOSE OF THE AGREEMENT
2.1 The purpose of this Agreement is to establish the basis of a
working relationship between The Tirex Corporation and TIREX
EUROPE S.L. for purposes of marketing and selling TCS Systems,
and subsequent versions thereof, and providing market support
services on both a pre-sale and on a post-sale basis to
customers in specified territories.
3. INITIAL CLIENT
3.1 The Initial Client shall be defined as AMC Holdings, and any
person or corporation related to AMC Holding or its
shareholders as defined in Articles 1.3, 1.4 and 1.5
preceding.
4. APPOINTMENT AS EXCLUSIVE REPRESENTATIVE RESPECTING THE INITIAL CLIENT
4.1 The Tirex Corporation agrees to recognize TIREX EUROPE S.L. as
the exclusive representative with respect to the Initial
Client for sale of TCS Systems.
5. APPOINTMENT AS STRATEGIC MARKET DEVELOPMENT PARTNER
5.1 The Tirex Corporation agrees to recognize TIREX EUROPE S.L. as
a "Strategic Market Development Partner" of TCS Systems, and
subsequent versions thereof, within the "Territory".
5.2 The Tirex Corporation agrees to name TIREX EUROPE S.L. as a
Strategic Market Development Partner in promotional
documentation respecting TCS Systems to be distributed in the
Territory.
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5.3 TIREX EUROPE S.L. agrees to include on its letterhead and
similar or related documents, including marketing documents
respecting TCS Systems, a reference to the effect that TIREX
EUROPE S.L. is a Tirex Accredited Strategic Market Development
Partner.
5.4 Tirex and TIREX EUROPE S.L. agree that, in respect of business
development activities within the Territory, they will
cooperate with respect to the pricing, control, production
coordination and installation and delivery of all TCS Systems
and related equipment, and, as required, in collaboration with
Tirex-accredited manufacturing sub-contractors.
6. TERRITORY
6.1 The territory shall include those countries which appear in
Annex "A", attached to the present Agreement, as it may be
modified by mutual consent from time to time.
6.2 During the term of this Agreement and any extensions thereto,
Tirex agrees to inform TIREX EUROPE S.L. of possible customers
within the Territory which Tirex becomes aware of and to offer
to TIREX EUROPE S.L. a sixty-day Right of First Refusal to
serve such possible customers, and TIREX EUROPE S.L. similarly
agrees to inform TIREX of possible customers outside the
Territory which TIREX EUROPE S.L. becomes aware of, and to
offer to Tirex a sixty-day Right of First Refusal to serve
such possible customers directly.
7. SCOPE OF ACTIVITIES
7.1 The activities of TIREX EUROPE S.L. with encompass, without
limitation, some or all of the following activities:
7.1.1 Marketing, selling and assuring market support
activities, including after-sales servicing of such
systems sold to third parties.
7.1.2 Subsequent to the guarantee period respecting the
sale and installation of any specific TCS-1 System,
assuring through subcontractors acceptable to Tirex,
after-sales service to the customer.
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7.1.3 Participating actively in the development of the
market for rubber crumb by fostering the marketing of
crumb produced by owners of the TCS Systems in the
Territory, possibly through repurchase agreements
with such other owners.
7.1.4 Investigating and promoting the development of
downstream activities, notably the production and
marketing of products incorporating rubber crumb,
either for its own account, or through agreements
with other companies.
8. RECOGNITION OF OWNERSHIP OF THE TECHNOLOGY
8.1 The Tirex Corporation is the sole owner of its technology
including any future improvements made to the technology by
Tirex personnel.
8.2 All TCS Systems sold by TIREX EUROPE S.L. will prominently
display the name "Tirex".
8.3 All contracts relating to the sale of TCS Systems within the
Territory are to be signed by the Customer and TIREX EUROPE
S.L. and ratified or approved by Tirex. TIREX EUROPE S.L.
agrees to inform Tirex promptly of pending negotiations with
potential customers with a view to expediting the approval or
ratification process by Tirex. Furthermore, Tirex reserves the
right to deliver those documents which may be required to
empower in advance TIREX EUROPE S.L. or any other party to
ratify or approve contracts negotiated by TIREX EUROPE S.L.
and the customer.
9. OBLIGATIONS OF THE PARTIES
9.1 TIREX
9.1.1 To provide TIREX EUROPE S.L. with a complete
marketing package including adequate technical
documentation as may be required to effectively
market and sell TCS Systems within the Territory.
Included in such package will be system
specifications, performance specifications and data
respecting resource input requirements (such as
energy consumption) and output profiles.
9.1.2 To provide technical support by Tirex engineers, as
and when required by TIREX EUROPE S.L., in order to
assist in selling TCS Systems in the Territory.
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9.1.3 To furnish TIREX EUROPE S.L. with prompt and complete
information regarding product development, updates,
improvements, innovations or applications.
9.1.4 To lend marketing support as required, especially
during the launch phase of TIREX EUROPE S.L.. Without
limitation, such support would include samples of
crumb produced by TCS Systems, up-to-date information
on the TCS System performance, operating costs and
system requirements.
9.1.5 TIREX EUROPE S.L. will be responsible for selecting,
contracting and overseeing subcontractors in the
Territory and may request Tirex's advice and opinion
regarding the suitability and qualifications of
subcontractors, but Tirex will not be responsible in
the event of subcontractors failing to perform
according to contract. Tirex reserves the right to
veto the approval by TIREX EUROPE S.L. of a
contractor or subcontractor should Tirex feel such
approval to be counter to the interest of Tirex.
9.2 TIREX EUROPE S.L.
9.2.1 In consideration for its appointment as "Exclusive
Representative Respecting The Client and as
"Strategic Market Development Partner" of TCS Systems
in the territory, TIREX EUROPE S.L. agrees to provide
Tirex with a quarterly sales objectives report which
will include the location of customers, the location
or locations where they wish to install TCS Systems,
the proposed timing of installation of such Systems,
and the expected capacity of the Systems to be
installed, by location, for the next thirty-six
months. This Report, together with a status report on
proposed sales by location, shall thereafter be filed
quarterly and shall cover a three- year period on a
forward basis. Tirex undertakes to hold the
information contained in these reports as
confidential and agrees not to divulge it to any
third party without the written consent of TIREX
EUROPE S.L.
9.2.2 Tirex agrees that TIREX EUROPE S.L. will be the
primary contact with respect to customers identified
by TIREX EUROPE S.L. in the sales objectives report
referred to in Article 9.2.1 preceding. Other than
for direct contacts made with the knowledge of TIREX
EUROPE S.L., Tirex and TIREX EUROPE S.L. agree that,
for purposes of servicing the customers in the Sales
Objectives Report, referred to in Article 9.2.1.
preceding, in respect of sale of TCS Systems, Tirex
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The Tirex Corporation - Tirex Europe Strategic Market Development Agreement
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will not unilaterally and directly contact such
customers interested in installing TCS Systems in
specified locations until twelve (12) months after
the date TIREX EUROPE S.L. forecasts receiving a
purchase order from such customer(s) for that (those)
location(s) and then only if such purchase order(s)
has (have) not been received and a deposit(s) from
that (those) customer(s) for that (those) location(s)
will not have been received. If, after a period of
twelve (12) months following the month TIREX EUROPE
S.L. forecasts receiving a Purchase Order and deposit
from such a customer, no such purchase order or
deposit is received, and if TIREX EUROPE S.L. will
have not replaced such customer with a different
customer in the same region, Tirex will have the
right to contact the potential original customer
directly.
9.2.3 TIREX EUROPE S.L. agrees to identify and attract
qualified companies within the Territory, in
accordance with terms previously discussed with
Tirex, such terms to include price, discounts of any
kind including quantity, discounts and early payment
discounts, payment schedule, delivery schedule,
penalty clauses for late delivery, warranties,
responsibility for freight and in-transit insurance
costs. For purposes of this Article, a qualified
customer is one which, after due diligence
examination, a written copy of which is to be
provided to Tirex, has the required financial and
non-financial resources and the required government
permits to respect all of the terms of the Components
Purchase Agreement to which that customer will become
a party. So as to facilitate and expedite the due
diligence examination, and as provided in Article 8.3
preceding, TIREX EUROPE S.L. agrees to inform Tirex
promptly of pending negotiations with potential
customers.
9.2.4 In addition to the marketing and selling of TCS
Systems within the Territory, TIREX EUROPE S.L. can
provide the following services at its own expenses
within the Territory:
9.2.4.1 Provide market and customer technical
support.
9.2.4.2 Provide customer support regarding financial
issues having an impact on their actual or
proposed TCS System purchases.
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9.2.4.3 Provide turnkey solution planning to
customers.
9.2.4.4 System localization and translation of
documentation.
9.2.4.5 Coordination of manufacturing activities
with partners and suppliers.
9.2.4.6 Warranty management and support.
9.2.4.7 Coordination and consulting respecting
product development and improvement.
9.2.4.8 Application Engineering and remote
monitoring.
9.2.4.9 Crumb rubber market development.
9.2.4.10 New application Research and Management.
9.2.5 In consideration for its appointment as "Strategic
Market Development Partner" of TCS Systems in the
territory, TIREX EUROPE S.L. shall pay to Tirex, in
accordance with Article 6.2.5 following, the sum of
US$500,000.
9.2.6 Subject to Article 9.2.7 and Article 9.2.8 following,
the US$500,000 consideration to be paid by TIREX
EUROPE S.L. to Tirex shall be paid in relation to the
first ten TCS Systems sold.
9.2.7 The US$50,000 payable upon sale of a system shall be
payable within one hundred and eighty (180) days
following the signing of the purchase and sale
agreement with the customer and the receipt of a
deposit from said customer.
9.2.8 Any unpaid balance of the US$500,000 due to The Tirex
Corporation twelve (12) months following the
effective date of this Agreement shall become due and
payable immediately.
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10. STRUCTURE OF FINANCIAL COMPENSATION TO THE PARTIES
10.1 The division of financial rewards resulting from a sale of a
TCS System in accordance with Article 10.4 following will be
based on the net proceeds of the sale, as defined in Article
10.2 following.
10.2 The net proceeds of the sale will be defined as the net
selling price of the TCS System, net of sales, use or
value-added taxes which might be imposed by a government, net
of financing costs if these are incurred as a result of TIREX
EUROPE S.L. providing the financing and net of manufacturing
costs. To be mutually agreed upon.
/s/MA
10.3 The selling price of the system will include a xxxx-up of not
less than 43% on the ex-works manufacturing costs, prior to
quantity and other agreed discounts.
10.4 For first six systems sold to the Initial Client, the net
proceeds from the sale of TCS Systems shall be divided 55% for
the Tirex Corporation and 45% for Tirex Europe.
For subsequent sales to the Initial Client or to any other
customer, the net proceeds from the sale of TCS Systems shall
be divided as follows:
System Sold Due to Tirex Corporation Due to Tirex Europe
----------- ------------------------ -------------------
New Customer 55% 45%
Second sale to 60% 40%
Existing Customer
Third Sale to 65% 35%
Existing Customer
Fourth Sale to 70% 30%
Existing Customer
It is understood that after the sales of every four systems to
the same customer, the terms and conditions will revert to the
initial terms and conditions, that is to say the net proceeds
from the sale of the fifth system shall be divided 55% for the
Tirex Corporation and 45% for Tirex Europe, the sixth shall be
divided 60% for the Tirex Corporation and 40% for Tirex Europe
and so on. For purposes of calculating the net proceeds due
Tirex Europe and the Tirex Corporation under 10.4 where an
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The Tirex Corporation - Tirex Europe Strategic Market Development Agreement
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order includes both the sale of TCS-1 and TSC-2 Systems, the
sale of a TCS-2 System shall rank ahead of the sale of a TCS-1
System but in alternate order if there is multiple sales of
TCS-2 Systems.
10.5 Subject to Article 6.2, with respect to sales of systems
within the Territory realized by Tirex, and for which
Tirex-Europe accepts to undertake the responsibilities for
pre-sale and post-sale service, Tirex will pay to Tirex-Europe
an administrative fee equal to 10% of the net proceeds of the
sale as defined in 10.2.
10.6 In the event that Tirex identifies a customer outside the
Territory and requests of TIREX EUROPE S.L. to consummate the
sale with said customer, the net proceeds resulting from such
sale will be divided between TIREX EUROPE S.L. and Tirex in
the same fashion as if the customer had been located within
the Territory.
10.7 All contracts relating to the sale of TCS System within the
Territory are to be signed by the Customer and TIREX EUROPE
S.L. and shall be accompanied by a written approval or
ratification by Tirex or a duly authorized representative of
Tirex. Tirex will receive a copy of all such contracts, for
information, subject to maintaining their confidentiality.
Tirex undertakes not to divulge to any third party the
existence or the terms of any sales contract signed by TIREX
EUROPE S.L. without the written consent of TIREX EUROPE S.L.
10.8 TIREX EUROPE S.L. agrees to deposit within three business days
of the conclusion of each purchase and sale transaction
Tirex's share of the proceeds as defined in 10.3 and 10.4
respectively in a bank designated by Tirex. TIREX-EUROPE
agrees to promptly advance to The Tirex Corporation its
proportionate share ,in accordance with Article 10.4
preceding, of the excess of progress payments received from
customers over the progress payments due or about to be due to
contractors and sub-contractors, The Tirex Corporation will
provide satisfactory guarantees of the return of progress
payments it has received from customers until acceptance of
the TCS System sold to the customer is complete.
10.9 Twelve (12) months following the effective date of this
Agreement, the parties agree to review the structure in light
of the experience gained during the previous months and, if
appropriate, to propose mutually agreeable modifications
thereto.
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11. WARRANTY CLAIMS.
11.1 Warranty claims, to the extent that such claims cannot be
successfully transferred to sub-contractors or other third
parties for reasons of defective parts or materials provided
by manufacturers or sub-contractors or for defective
workmanship, shall be the financial responsibility of Tirex,
and shall be dealt with in accordance with the Articles 11.2.
to 11.4 inclusively.
11.2 Administrative responsibility for handling warranty claims
shall be borne by TIREX EUROPE S.L. To the extent that such
claims cannot be successfully transferred to sub-contractors
or other third parties as per Article 11.1 preceding, the
differential out-of-pocket costs of handling such claims will
be borne by Tirex. For greater clarity, excluded from
differential out-of-pocket costs are general overhead costs of
Tirex-Europe and any hourly charges in respect of on-going
personnel of Tirex-Europe.
11.3 TIREX EUROPE S.L. will promptly advise The Tirex Corporation
of any warranty claims. Depending on the nature of the
warranty service required, TIREX EUROPE S.L. and The Tirex
Corporation will then decide on the most expeditious and
cost-effective manner of dealing with such warranty service as
to whether or use direct Tirex personnel or to engage a
Territory-based subcontractor to undertake the warranty
service.
11.4 TIREX EUROPE S.L. will prepare brief warranty claims reports
for The Tirex Corporation specifying the nature of the claim,
the probable cause of the failure and a description of the
work required under the warranty claim so as to permit The
Tirex Corporation to implement system and component
modifications as indicated by claims experience. Similar
reports should also be prepared by TIREX EUROPE S.L. for work
done on TCS Systems even after the expiration of the warranty
period. In the event that a customer contacts The Tirex
Corporation directly for after-sales service, the Tirex
Corporation will inform TIREX EUROPE S.L. of such direct
contact and provide TIREX EUROPE S.L. with the same
information as TIREX EUROPE S.L. would normally provide to The
Tirex Corporation in the event of after-sales service claims.
11.5 In the event that Tirex acknowledges financial responsibility
for claims under Article 8.1 and does not dispute the amount
of the claim, and further does not settle such claims within
thirty (30) days, TIREX EUROPE S.L. will have the right to
settle such claims directly and deduct the dollar value
settled by TIREX EUROPE S.L. from the next amount due to
Tirex.
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12. DURATION.
12.1 The initial duration of this Agreement will be for a period of
four years starting on the effective date of this Agreement
(Article 24 following) and, in the absence of renewal as
specified in 12.2 following, will terminate on the last day of
the month in which the fourth anniversary of its effective
date (Article 24 following) actually occurs.
12.2 This Agreement will be renewed automatically for successive
one-year periods unless written notice is given by one party
to the other party at least ninety (90) days prior to the
expiry date or the renewed expiry date, as the case may be.
However, in the event that Tirex serves notice of termination
under this article, all provisions of this Agreement shall
remain in force in respect of systems ordered prior to the end
of this Agreement.
13. TERMINATION
13.1 Tirex shall have the right to unilaterally terminate this
Agreement on thirty days written notice at any time in the
event that TIREX EUROPE S.L. or the shareholders, directors or
officers of TIREX EUROPE S.L. willingly undertake actions,
legal or illegal, which would cause material harm to Tirex or
its shareholders, and where the effect of such actions should
have been predictable by an experienced and prudent
businessperson ("Just Cause Termination").
13.2 With the exception of Articles 13.6 and 13.7 following, the
provisions of this Article 13 shall apply "mutatis mutandis"
in such circumstances where TIREX EUROPE S.L. is the offended
party.
13.3 To be effective, Notice of Just Cause Termination must be
delivered by Registered Mail, Courier Service or by hand by a
duly authorized director or officer of the offended party or
by a court official, or such other person authorized in
writing by a director or officer of the offended party to
deliver such Notice of Termination for Just Cause.
13.4 In the event that the offended party serves notice of "Just
Cause Termination", as provided for in Article 13.3 preceding,
the offending party shall have the right to appeal such
termination before the Board of Directors of the offended
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party in a meeting to be held no later than three weeks after
the date the notice of Termination for Cause was delivered.
13.5 Termination for cause shall mean termination by the offended
party of this Agreement for reason of wilful dishonesty
toward, fraud upon, or deliberate injury or attempted injury
to, the offended party, by the offending party, its
shareholders, director or officers, of by reason of their
willful material breach of this Agreement which has resulted
in material injury to the offended party. For purposes of this
paragraph, no act or failure to act on the part of the
offending party, its shareholders, directors or officers shall
be considered "willful" or "deliberate" unless done or omitted
to be done, by them, alone or collectively, not in good faith
and without reasonable belief that their action or omission
was in the best interest of the offended party. For greater
certainty, but without limitation, "Termination for Just
Cause" shall include any illegal acts of such severity as to
negatively affect the image of the offended party, and the
dissemination of false information respecting the operating
and financial capabilities of the offended party.
13.6 The Tirex Corporation shall have the right to cancel this
Agreement if TIREX EUROPE S.L. does not achieve the following
sales objectives, where, for purposes of this Article, a sale
is defined as TIREX EUROPE S.L.'s having concluded an
enforceable purchase and sale agreement with a customer and
having received a deposit equal to at least 5% of the total
value of the contract from said customer.
13.6.1 Three (3) sales of TCS Systems within twelve months
of the effective date of this Agreement.
13.6.2 Six (6) sales of TCS Systems per year for each year
following the first twelve months of this Agreement.
13.7 In the event that a customer cancels an order within thirty
days of having signed a sale and purchase agreement, such
sales and purchase agreement will be excluded from the total
sales made for purposes of Article 10.6.1. and 10.6.2.
13.8 For purposes of Article 13.6.1 and 13.6.2, no distinction is
made between a TCS-1 versus a TCS-2 System; a sale of either
is considered to be one sale.
13.9 In the event that Tirex terminates this Agreement under the
terms of Article 13.6 preceding, any sales made by TIREX
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EUROPE S.L. prior to receiving such Notice of Termination
shall be honoured by Tirex and all compensation provisions of
this Agreement shall remain in force for purposes of those
contracts signed prior to Tirex's having served notice to
terminate.
13.10 In the event that TIREX EUROPE S.L. enters into bankruptcy
proceedings, Chapter 11 or otherwise requests protection from
its creditors, Tirex will be authorized to take over execution
of outstanding contracts.
13.11 In the event that Tirex enters into bankruptcy proceedings,
Chapter 11 or otherwise requests protection from its
creditors, Tirex will provide TIREX EUROPE S.L. with the
complete technology package and drawings required to fulfill
production and installation for outstanding contracts and with
authorization to make use of such technology for current and
future sales. However, in the event that Tirex would emerge
successfully from such bankruptcy proceedings or other
arrangements providing protection from its creditors, Tirex
Europe will immediately return the entire technology package
to Tirex and, with the exception of contracts in progress,
will cease to be authorized to make use of such technology.
14. EXPENSES
14.1 Unless specifically agreed in advance, each party to this
Agreement will be responsible for its own out-of-pocket
expenses. For greater certainty, all expenses related to the
establishment and operations of TIREX EUROPE S.L. shall be the
responsibility of TIREX EUROPE S.L. and its shareholders.
15. EXCHANGE INFORMATION
15.1 The parties mutually agree to safeguard as each other's
commercial secrets, without limitation, all price information,
product costing information, customer lists, quotations,
discount sheets, technical data, financial information not
normally disclosed to the general public and which, if
disclosed to third parties, would cause material financial
hardship to the other party, with the exception of disclosures
which may be required by law or judicial procedure, regardless
of the format of the information, electronic, verbal or
written, respecting the Products and Services transferred or
disclosed by one party to the other, and will not permit the
unauthorized use or disclosure of such information in any way
which would be detrimental to any of the parties to this
Agreement.
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16. DISPUTES
16.1 In the event of differences in interpretation or litigation
regarding this Agreement, the parties mutually agree to submit
such differences or litigation for arbitration in
International Chamber of Commerce in Geneva or through the
office of the United Nations in New York.
17. OTHER PARTIES TO THE AGREEMENT
17.1 The parties to this Agreement mutually agree that any other
person wishing to invest in TIREX EUROPE S.L. must agree to be
bound by the terms of this Agreement as it may be amended from
time to time.
17.2 In the event of a change of management in Tirex, the terms of
this agreement will remain binding on the Tirex Corporation.
18. OTHER AGREEMENTS
18.1 Tirex advises that there remains an exclusive Marketing
Agreement in effect with W.A. Floogle Ltd. and its owner Xx.
Xxxx Xxxxxxx (the "Xxxxxxx Agreement"), in respect of certain
countries where TIREX EUROPE S.L. wishes to market and sell
TCS Systems. Tirex agrees to bear sole responsibility for
compensating or indemnifying W.A. Floogle Ltd. and its owner,
Xx. Xxxx Xxxxxxx for any claims he may bring with regard to
agreements signed by Tirex.
19. ADDITIONAL BUSINESS OPPORTUNITIES
19.1 TIREX EUROPE S.L. agrees that, in the event it becomes aware
of new technologies which could benefit the TCS System or its
component parts, and which could be manufactured on a
cost-effective basis by Tirex or at a European facility which
could be established by Tirex either alone or in partnership
with TIREX EUROPE S.L. or another European entity. TIREX
EUROPE S.L. will inform Tirex of this new technology and will
cooperate with Tirex in the evaluation of the technical and
commercial viability of establishing manufacturing
capabilities which would be based on such new technology.
19.2 Tirex and TIREX EUROPE S.L. agree to cooperate and to share in
the development of new technologies respecting tire recycling
equipment and products derived from the use of such equipment
and any other technology to which the parties might mutually
agree.
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April 14, 2001
19.3 TIREX EUROPE S.L. agrees that, should it wish to enter a joint
venture agreement with a third party respecting the use of TCS
Systems, the output of such systems or the manufacturing of
products derived either from such output or from the core
technology of the TCS System, Tirex will be offered the
opportunity to participate in such joint venture.
20. NOTICES
20.1 All notices and communications which refer to this Agreement
shall be directed to the respective parties thereto at the
following addresses:
The Tirex Corporation TIREX EUROPE S.L.
0000 Xx. Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx 0,
Xxxxxxxx, Xxxxxx Fuente de Fresno,
Canada H4E 1A4 San Xxxxxxxxx xx xxx Xxxxx,
00000 (Xxxxxx),
Xxxxx.
21. JURISDICTION OF THE AGREEMENT
21.1 This Agreement shall be governed by and subject to the laws of
the Province of Quebec.
22. LANGUAGE OF THE AGREEMENT
22.1 The parties have agreed that the present document be written
in English. Les parties conviennent que le present document
soit redige en anglais.
23. EFFECT
23.1 This is the full and final text of this agreement and any
changes hereto will be set out in a separate document and will
come into force when signed by all the signatories thereto.
23.2 TIREX EUROPE S.L. agrees not to represent itself to any person
or company outside the Territory as an accredited Tirex
distributor, without the express written consent, in advance,
from Tirex.
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The Tirex Corporation - Tirex Europe Strategic Market Development Agreement
April 14, 2001
24. EFFECTIVE DATE OF THIS AGREEMENT.
24.1 The effective date of this Agreement shall be the latest of:
24.1.1 The day which TIREX EUROPE S.L. delivers to Tirex by
FAX, mail, courier service or by hand, a purchase and
sale agreement in respect of a TCS System, be it a
TCS-1 or a TCS-2, fully executed by the Client and
ready to be ratified by Tirex in accordance with
Article 8.3 of this Agreement.
24.1.2 The date on which this Agreement is ratified by the
Board of Directors of the Tirex Corporation.
25. AMENDMENTS AND FURTHER AGREEMENTS.
25.1 This Agreement may be modified by mutual consent of the
parties and any and all such modifications shall be in
writing.
26. AUTHORIZATION TO PUBLICIZE.
26.1 The parties all agree that the information contained in this
document may not be rendered public by any of the parties
thereto until this agreement becomes effective.
Signed in Madrid this 24th Day of Signed in Madrid this 24th Day of
April, 2001 April, 2001
For and on behalf of For and on behalf of:
The Tirex Corporation TIREX EUROPE S.L.
/s/ XXXX X. XXXXXXXX, XX. /s/ XXXX XXXXXXXX
------------------------------------- ------------------------------------
Xxxx X. Xxxxxxxx Xx., President & CEO Xxxx Xxxxxxxx, Administrator Unico
/s/ XXXXXXX X.X. XXX /s/ [ILLEGIBLE]
------------------------------------- ------------------------------------
Xxxxxxx X.X. Xxx, Secretary-Treasurer [illegible] 24/04/2001
& CFO
16
The Tirex Corporation - Tirex Europe Strategic Market Development Agreement
April 14, 2001
APPENDIX A
Territory
Country Region(s) Thereof
Austria All
Belgium All
Croatia All
Czech Republic All
Eire All
France All
Germany All
Hungary All
India All
Iran All
Ireland All
Israel All
Italy All
Kuwait All
Luxembourg All
Netherlands All
Oman All
Poland All
Portugal All
Russia All
Saudi Arabia All
Scandinavia All
Siovenia All
Spain All
Switzerland All
Turkey All
United Arab Emirates All
United Kingdom All
17
