INVESTMENT AND COOPERATION STRUCTURE AGREEMENT
Exhibit
10.2
In
order
to develop the business of waste to energy technology, and on the principle
to
dominate the domestic market, Wuxi Huayang Electrical Power Equipment Co.,
ltd.
(hereinafter “Party A”) and Beijing
China Sciences General Energy & Environment Co., Ltd.
(hereinafter “Party B”), after consideration and friendly discussions, enter
into this Agreement in order to establish common goals and to establish a
strategic partnership.
Article
1: The Parties
Section
1: Party A
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Legal
Name:
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Wuxi
Huayang Electrical Power Equipment Co., Ltd.
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Registered
Address:
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No.
9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi
City
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Legal
Representative:
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Xxxx
Xxxxx, General Manager, PRC national
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Telephone:
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000000000000
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Facsimile:
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051083380099
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Section
2: Party B
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Legal
Name:
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Beijing
China Sciences General Energy & Environment Co.,
Ltd.
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Registered
Address:
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Xx.
00, Xxxxxxxxx Xxxx, Xxxxxxx Plaza, Building A, No. 5, Haidien District,
Beijing
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Legal
Representative:
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Cui Huaming, Chairman, PRC national |
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Telephone:
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000-00000000
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Facsimile:
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010-62632643
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Article
2: Background of Cooperation
Section
1: Business Background
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1.
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Party
A has substantial financial resources, as well as relevant manufacturing
experiences.
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2.
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Party
B has seven relevant patents in waste-to-energy technology that
are
recognized by the market, including an invention patent, and has
a team of
engineers possessing a wealth of relevant
experience.
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Section
2: Market Conditions
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1.
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In
light of the rapid expansion for municipal waste-to-energy development,
the parties shall combine their respective strengths and agree
to the goal
of becoming the leader in the relevant domestic market.
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2.
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The
deployment and use for waste-to-energy technology is dependent
on both the
maturity of the technology and the support of sufficient
funding.
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3.
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Although
the market for waste-to-energy is rapidly expanding, the parties
must
optimally realign their respect resources in order to maintain
a high
level of development.
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Article
3: Purpose of the Parties’ Cooperation
The
parties are establishing the strategic partnership in order to:
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1.
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Allow
Party A to build waste-to-energy plants based on Party B’s patented
technology, and to enjoy exclusive manufacturing rights upon
achieving
national design standards; and
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2.
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Allow
Party B to share in any derived profits based upon the patents
and
technology services that it will
provide.
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Article
4: Basis of Cooperation
Section
1: Framework for Cooperation
Based
on
the parties’ respective business development and relevant market conditions,
each party shall take the steps necessary for the strategic partnership,
and
establish a framework for their cooperation.
Section
2: Each Party’s Development Direction
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1.
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Party
A shall focus on early-stage business development, use of funds
and
manufacturing and production.
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2.
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Party
B shall focus on research and development, patents and plant
management.
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Section
3: Basis of Strategic Partnership
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1.
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Party
A shall provide early-stage business development, and all relevant
funding.
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2.
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Party
B shall provide the results of its research efforts, as well
as
supervision of plant construction and
management.
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Section
4: Other Basis.
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1.
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Party
A agrees and acknowledges that the waste-to-energy system that
is the
subject of this Agreement shall be based on Party B’s technology.
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2.
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Party
B agrees and acknowledges that Party A shall have investment
right of
first refusal, and shall not negotiate with other investors.
If Party A
abandons its investment or does not provide funding in accordance
with
agreed schedule, Party B shall have the right to seek out other
investors.
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Article
5: Patent and Technology Services
Section
1: Patent Protection
Party
A
respect Party B’s technology patents, and has the obligations to maintain in
confidence all of Party B’s information relating to its technology, including
both open and closed technologies. Party B shall be responsible for providing
technology information as required in accordance with customer specifications.
Party A shall not furnish Party B’s technology information to a third party
without the Party B’s consent.
Section
2: Patent Licensing Fee
Party
B
shall have the right to receive licensing fees for its patents, to be paid
by
the joint-venture entity established by the parties, which amount shall
be
mutually determined by the parties and which shall be to the benefits of
its
strategic partner.
Section
3: Services Relating to Plant Construction Management
With
respect to the construction of waste-to-energy plants, Party B shall have
the
responsibility to supervise and to make necessary adjustments, and shall
guarantee their effectiveness.
Article
6:
Section
1: Testing
Testing
of the waste-to-energy plants shall be conducted in accordance with national
testing standards, to be conducted by Party B 72 hours after completion
of
construction, with the testing period between 60 to 90 days.
Section
2: Start of Operation
Because
Party B has management expertise, the joint-venture entity shall retain
Party B
for construction of the waste-to-energy plant. Party B shall have the obligation
to be retained, on terms favorable to its strategic partner.
Article
7: Pace of Cooperation
The
parties agree to cooperate in accordance with the framework laid out in
this
Agreement to achieve their mutual goal.
This
Agreement shall have four copies, and the effective period shall be from
November 17, 2006 to November 17, 2010. At expiration, this Agreement shall
automatically renew for three years unless objected to by one of the parties.
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Party
A:
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Wuxi
Huayang Electrical Power Equipment Co., Ltd.
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By:
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/s/ Xxxx Xxxxx | ||||||
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[COMPANY
SEAL]
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Dated:
November 20, 2006
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Party
B:
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Beijing
China Sciences General Energy & Environment Co.,
Ltd.
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[COMPANY
SEAL]
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Dated:
November 20, 2006
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