AGREEMENT
AGREEMENT
This
Agreement (“the
Agreement”)
is dated
the 24th
day of
December, 2007 (“Effective
Date”),
by and
between Inrob Philippines Ltd, a Philippines corporation, having an address
at
______________________ (“INROB”),
and CP
Communication Services, Inc., a Philippines corporation, having an address
at
Xxxx 000, Xxxxxx, Xxx-Xxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx
(“CPCOM”)
| WHEREAS: |
INROB
is involved, inter alia, in the development and production of advanced
wireless control systems and integrated solutions for mobile robots,
and
wishes to expand its business by leasing and operating a production
facility in the Philippines (“Business
Target”);
and
|
| WHEREAS: |
For
the purpose of the Business Target, INROB is interested in receiving
from
CPCOM and CPCOM is interested to grant INROB the ability to manufacture
at
the highest quality and standards within the strictest possible timetables
at any time within the term of this Agreement upon advance notice
of 48
hours all products presently sold or developed by INROB or contemplated
to
be sold or developed by INROB in the future, all subject to the terms
set
forth below;
|
| WHEREAS: |
For
the purpose of the Business Target, CPCOM shall irrevocably lease
to INROB
on a full turnkey operating lease floor space, utilities, equipment
and
machinery and shall make such adaptations, renovations and maintenance
to
such floor space, utilities, equipment and machines as required for
the
Business Target, and manufacture the Products (as defined below)
(collectively,
“the
Project”),
all subject to the terms set forth
below,
|
NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.
The
Services
| 1.1 |
In
order to execute the terms of this Agreement and to comply with INROB's
Business Targets, CPCOM hereby leases to INROB and INROB leases from
CPCOM, for the term of this Agreement, the Premises, as set forth
in
Exhibit
1.1a
and equipment and machinery as set forth in Exhibit
1.1b.
|
| 1.2 |
CPCOM
shall manufacture, at the Premises, certain products of INROB,
all
as set forth in Exhibit 1.1
(collectively, “the
Products”),
in accordance with purchase orders which it receives from INROB from
to
time, in an overall aggregate value of up to US $28,500,000 (twenty
eight
million and five hundred thousand US Dollars), all as set forth in
Section
12.1
below.
|
| 1.3 |
In
order to comply with its obligations under this Agreement, CPCOM shall
adapt its existing premises, equipment and machinery in accordance
with
the specifications and capabilities provided by INROB as set forth
in
Exhibit
1.3
in
order to enable the manufacture of the Products, all such adaptation
to be
completed, to the full satisfaction of INROB, within 30 days of the
Effective Date.
|
| 1.4 |
Within
48 hours of receipt of a purchase order by INROB for any of the Products,
CPCOM shall commence the manufacture of the Products so ordered.
|
| 1.5 |
CPCOM
shall manufacture such Products in a continuous and uninterrupted manner
until all such Products have been duly manufactured to the highest
levels
and standards, in full accordance with the specifications and functional
requirements provided by INROB and shall ensure that such Products
have
been duly manufactured within the shortest period reasonably possible
assuming continuous uninterrupted first priority use of the entire
Premises and Equipment unless INROB has agreed in advance and in writing
to a later date of supply.
|
| 1.6 |
Throughout
the term of this Agreement, INROB shall have preferred status and priority
over any other party with respect to use of the Premises, equipment
and
machinery, and CPCOM shall perform the manufacturing services to INROB
within the time specified above, regardless of any other obligations
it
may have to any other party.
|
| 1.7 |
Notwithstanding
the above, it is hereby agreed that in periods during which INROB has
not
placed a purchase order and CPCOM is thus not manufacturing the Products,
CPCOM is entitled to use the Premises, equipment and machinery for
its own
personal use or for the provision of services to third parties, on
condition that, upon INROB placing a purchase order, it commences the
manufacture of the Products within the time periods specified
above.
|
| 1.8 |
The
Products shall be manufactured according to the terms, conditions and
time
schedule as set forth in the Manufacturing Agreement attached hereto
as
Exhibit 1.8.
|
-2-
| 2. |
Force
Majeure
|
| 2.1 |
Without
derogating from CPCOM's undertaking to manufacture the Products as
aforesaid CPCOM shall immediately notify INROB upon becoming aware
of any
event which might delay the manufacture of any Product by CPCOM pursuant
to this Agreement, the cause thereof and the action which CPCOM is
taking
in order to ensure that no delay in delivery of the Products will actually
occur or which will mitigate the extent of such delay respectively.
|
| 2.2 |
In
the event that any such delay may be caused by events beyond the
reasonable control of CPCOM despite having made all reasonable attempts
to
avoid such delay and to prevent and mitigate the effects thereof
(including, without limitation, the following: fire, flood, war, embargo,
sabotage, earthquake, or by injunction (not the fault of CPCOM) or
other
unavoidable damage to the Project
not the fault of CPCOM ("Force
Majeure"),
then CPCOM
shall be granted an extension of time of up to 14 days from the day
of
receipt of the purchase order by INROB to commence production.
IN
NO EVENT shall CPCOM be granted xxxx than 14 days extension to the
timetables set forth above EVEN IN THE EVENT OF FORCE
MAJEURE.
|
| 2.3 |
In
order to avoid any misunderstandings in this respect, in the event
of a
Force Majeure event (including in the event that the Premises and
equipment are totally incapacitated) CPCOM shall make available, at
its
own expense and within the timetable set forth above, substitute premises,
equipment and machinery of similar production capabilities, in order
to
ensure compliance with the terms of this
Agreement.
|
| 2.4 |
Notwithstanding
anything to the contrary contained herein, CPCOM shall have no remedy
for,
and shall be responsible for,
any delay in the manufacture of a Product, not in accordance with the
time
schedule provided above.
|
| 3. |
Premises,
Equipment and Machinery
|
| 3.1 |
Any
alteration, modification, improvement or substitution to the Premises,
equipment or machinery shall only be made if (i) this is to the benefit
of
the Project, in which case INROB's prior written consent is required;
or
(ii) if required by applicable law.
|
| 3.2 |
Care
of the Premises, equipment or machinery shall be the sole obligation
and
responsibility of CPCOM. CPCOM shall promptly make all repairs, and
will
effect such repairs, replacements, parts, and the like as may be necessary
to maintain the Premises, equipment or machinery in good working order
and
operating condition at all times during the term of this Agreement.
|
| 3.3 |
The
cost of all such care, maintenance, repairs, replacements, parts and
the
like shall be borne solely by CPCOM.
|
-3-
| 3.4 |
INROB
has the right to inspect the Premises, equipment or machinery and their
maintenance records at all reasonable times upon reasonable advance
notice
to CPCOM.
|
| 3.5 |
CPCOM
assumes full responsibility for the safety and any consequence of lack
of
safety of the Premises, equipment or machinery.
|
| 3.6 |
The
Premises, equipment and machinery are, and shall throughout the term
of
this Agreement be kept, free and clear of all liens, claims and
encumbrances of every kind, nature and
description.
|
| 3.7 |
Furthermore,
the Premises, equipment and machinery shall remain personal property
regardless of how and to what degree it may be affixed or attached
to any
building or structure or what may be the consequences of its being
removed
from such building or structure, or for what purpose the Premises,
equipment and machinery may be used. CPCOM agrees not to remove any
of the
equipment and machinery from the Premises without INROB's prior written
consent.
|
| 3.8 |
CPCOM
will (i) use the Premises, equipment and machinery only in CPCOM's
trade or business, and (ii) use and maintain the Premises, equipment
and machinery only in compliance with all applicable
laws.
|
| 3.9 |
CPCOM
will not, without INROB's prior written consent, (i) part with
possession of any of the Premises, equipment and machinery (except
to
INROB or for maintenance and repair), or (iii) sell, rent, sublease,
mortgage, grant a security interest in or otherwise transfer or encumber
any of the Premises, equipment and machinery.
|
| 4. |
Responsibilities
of CPCOM
|
CPCOM
hereby irrevocably agrees that, in addition to its other obligation under this
Agreement, it shall be responsible for all of the following:
| 4.1 |
payment
of rent, property taxes, governmental fees and charges, utilities,
insurance premiums, repairs, improvements, signage and any other fees
and
expenses related to the Premises;
|
| 4.2 |
hiring,
promoting, discharging and supervising the work of all personnel employed
in the Project, all of whom will be employees of CPCOM and not of INROB;
|
| 4.3 |
paying
salaries, providing benefits, procuring
workers compensation insurance, employee medical insurance and
comprehensive and general liability insurance, and complying
with any other applicable employment
laws;
|
| 4.4 |
supervision,
management and day-to-day operations of the Project, and all other
related
activities, including necessary financing, staffing, administrative
and
"back office" support services necessary for the successful operation
of
the Project;
|
| 4.5 |
conducting
the Project at all times in a bona fide, prudent and businesslike manner;
|
-4-
| 4.6 |
updating
INROB of any adverse change to the financial condition of its
business;
|
| 4.7 |
compliance
with all laws and regulations in performing its duties under this
Agreement.
|
| 5. |
Representations
and Warranties of CPCOM
|
CPCOM
hereby represents and warrants to INROB that:
| 5.1 |
CPCOM
is, and shall remain, duly organized, existing and in good standing
under
the laws of the Philippines as set forth on the first page of this
Agreement, CPCOM has its chief executive offices at the location set
forth
on such page, and that CPCOM is, and shall remain, duly qualified and
licensed in such jurisdiction to carry on its business and operations
as
required for the purpose of this Agreement.
|
| 5.2 |
CPCOM
has adequate power and capacity to enter into, and to perform its
obligations under this Agreement, each Exhibit and any other documents
evidencing, or given in connection with, any of the transactions
contemplated by this Agreement (all of the foregoing being hereinafter
referred to as the "Lease
Documents").
|
| 5.3 |
This
Agreement and the other Lease Documents have been duly authorized,
executed and delivered by CPCOM and constitute legal, valid and binding
agreements enforceable under all applicable laws in accordance with
their
terms, except to the extent that the enforcement of remedies may be
limited under applicable bankruptcy and insolvency laws.
|
| 5.4 |
No
approval, consent or withholding of objections is required from any
governmental authority or instrumentality with respect to the entry
into,
or performance by CPCOM, of any of the Lease Documents, except such
as may
have already been obtained.
|
| 5.5 |
CPCOM's
entry into, and performance of the Lease Documents will not
(i) violate any of CPCOM's organizational documents or any judgment,
order, law or regulation applicable to it, or (ii) result in any
breach of, constitute a default under, or result in the creation of
any
lien, claim or encumbrance on any of CPCOM's property pursuant to,
any
indenture mortgage, deed of trust, bank loan, credit agreement, or
other
agreement or instrument to which CPCOM is a
party.
|
| 5.6 |
There
are no suits or proceedings pending or threatened in any court or before
any commission, board or other administrative agency against or affecting
CPCOM which could, in the aggregate, have a material adverse effect
on
CPCOM, its business or operations, or its ability to perform its
obligations under the Lease Documents.
|
| 5.7 |
It
has sufficient financial and other capabilities to ensure that it is
able
to duly perform all its undertakings hereunder in a timely
manner.
|
-5-
| 5.8 |
The
Premises have the standards and qualifications set forth in Exhibit
1.3.
CPCOM shall ensure that the Premises shall maintain all such Standards
and
qualifications and shall act to receive and maintain any additional.
alternative or supplementary standards and qualifications that may
be
necessary, at INROB's reasonable opinion, in order to properly manufacture
the Products and allow the sale and distribution of such Products
throughout the world.
|
| 5.9 |
The
Premises, equipment and machinery are, and CPCOM shall keep it, in
good
condition and repair and CPCOM will not be negligent in the care and
use
thereof.
|
| 5.10 |
CPCOM
is skilled in the professional callings necessary to execute the Project
and acknowledges that INROB
is
relying upon the skill and knowledge of CPCOM. CPCOM accepts the
relationship of trust and confidence established by this Agreement
and
shall exercise its best skill and judgment and shall cooperate with
INROB
to further the interests of INROB. CPCOM shall perform its duties and
obligations under this Agreement in accordance with the professional
standard and quality which prevails among reputable, well-qualified,
nationally recognized firms performing projects of the nature and in
the
locations encompassed within this Agreement.
|
| 5.11 |
CPCOM
shall provide
or cause to be provided, at its sole expense, all labor, equipment,
tools,
construction equipment and machinery, water, heat,
utilities, transportation and other facilities and services necessary
for
the execution of the Project.
|
| 5.12 |
CPCOM
shall notify INROB immediately and without delay upon the occurrence
of
any event which causes or might cause any of the above representations
to
be inaccurate or incomplete.
|
| 6. |
Warranty
|
| 6.1 |
CPCOM
warrants to INROB that (a) materials and equipment furnished by CPCOM
under this Agreement will be of
good quality and will be assembled and installed in accordance with
all
vendors' and manufacturers' instructions and specifications, (b) the
Products manufactured by CPCOM will be free from defects, and (c) the
Project will comply with the specifications and capabilities determined
by
INROB, as set forth in Exhibit 1.3.
|
| 6.2 |
The
Project work not conforming to these requirements, including substitutions
not properly approved and authorized, shall be considered defective.
|
| 6.3 |
Without
limiting any other rights or remedies of INROB under this Agreement,
if INROB provides written notice of any defect in the Project in violation
of the foregoing within one (1) year after the date of receipt of the
Product manufactured by CPCOM in accordance with this Agreement, CPCOM
shall, within fifteen (15) business days after receipt of such written
notice of such defect (or such longer time as may reasonably be necessary
to correct such defect), furnish, at no cost to INROB, all labor,
equipment and materials necessary to correct such defect and cause
the
Project to comply fully with the foregoing warranties. If CPCOM is
required to remedy any such defect under the foregoing sentence, then
all
labor, equipment and materials provided by CPCOM to remedy such defect
shall themselves be subject to the foregoing warranties. If CPCOM fails
to
promptly correct any such defects within the foregoing time period,
then
INROB may (without voiding CPCOM's warranties) correct, or cause to
be
corrected, such defects and charge all related costs to CPCOM, together
with interest at the Default Rate until CPCOM has paid such
costs.
|
-6-
| 7. |
Program
Management
|
| 7.1 |
Based
on INROB's program and criteria for the Project, CPCOM consulted with
INROB and INROB approved the preliminary
proposals and recommendations regarding the Project concept, development
strategy, architectural and design concepts, space requirements and
adjacency relationships, number and functional responsibilities of
personnel, special equipment and systems, human and material flow
patterns, governmental approval strategies, construction schedule
requirements, construction budget requirements, and other matters
regarding the execution of the Project, including, but not limited
to:
|
| 7.1.1 |
Consultation
with INROB's independent consultants and INROB concerning the Project
and
development of Project plans, drawings and
specifications.
|
| 7.1.2 |
Assistance
with utility optimization and sourcing, as requested, to develop
alternative methods to reduce utility costs and ongoing operations
relating to the Project.
|
| 8. |
Claims
|
| 8.1 |
CPCOM
shall give notice of any claim within 21 (twenty one) days after CPCOM
first recognizes the condition giving rise to the claim.
Claims shall be made by written notice. Failure to deliver any such
notice
or request within the required period shall constitute an irrevocable
waiver of any such claim.
|
| 8.2 |
Pending
final resolution of a claim (whether by mediation, arbitration, or
litigation), unless otherwise agreed in writing, CPCOM shall proceed
diligently with performance of this Agreement.
|
| 9. |
Resolution
of Claims and Disputes
|
| 9.1 |
If
a claim by either party against the other has not been resolved, the
party
making the claim shall, within ten (10) days after the other party's
preliminary response, take one or more of the following actions: (i)
submit additional supporting data, (ii) modify the initial claim or
(iii)
notify the other party that the initial claim
stands.
|
-7-
| 9.2 |
Continued
Performance. Notwithstanding any provisions to the contrary in this
Section 9,
if any dispute arises between INROB and CPCOM
which relates to the Project, CPCOM shall not interrupt the progress
of
the work or the performance of the Project during the pendency of any
such
dispute, unless ordered to do so by INROB in writing and INROB shall
make
all progress payments for the Project performed by CPCOM other than
disputed amounts. CPCOM shall submit claims on or before the twenty-first
(21st) day after CPCOM first recognizes the condition giving rise to
such
claim; no additional claim made by CPCOM after an initial claim on
the
same matter has been implemented will be considered. Except to the
extent
such costs are incurred with respect to the resolution of claims pursuant
to Sections 8
and 9
hereof, if either party brings any action or legal proceeding for an
alleged breach of any provision of this Agreement, to terminate this
Agreement or otherwise to enforce, protect or establish any term or
covenant of this Agreement, the prevailing party shall be entitled
to
recover as a part of such action or proceeding, or in a separate action
brought for that purpose, reasonable attorneys' fees, court costs,
and
expert fees as may be fixed by the court.
|
| 9.3 |
Mediation
of Disputes. All claims between the parties shall be handled as follows:
(i) the parties shall endeavor, in good faith, to settle
a claim in an amicable fashion pursuant to Section 8
hereof, and (ii) if the parties are unable to resolve a claim pursuant
to
Section 8
within a reasonable period (but in no event longer than forty-five
(45)
days) after the claim is submitted to the other party, then the parties
shall submit the claim to non-binding mediation in accordance with
the
Rules
of Arbitration of the International Chamber of Commerce (ICC) in the
city
of New York, New York before
having recourse to a judicial forum. Mediation shall be initiated by
the
written request of either party and shall be commenced within five
(5)
days after delivery of such notice. Upon request of the initiating
party
or the Mediator, the other party shall promptly evidence its consent
to
the mediation if such consent is required to
proceed.
|
| 10. |
Personnel
|
| In executing its obligations hereunder, CPCOM undertakes to provide INROB, as per INROB's request, with professional, skilled and trained personnel for the purpose of operating the production line or any other services required by INROB according to terms which may be agreed upon by the parties from time to time and in accordance with the provisions of the Manufacturing Agreement executed between the parties. |
| 11. |
Assignment
|
| 11.1 |
CPCOM
may not assign, subcontract or transfer any of its rights or obligations
hereunder to any third party. Any such assignment, subcontract or transfer
shall be null and void.
|
-8-
| 11.2 |
INROB
is entitled to assign its rights and undertakings hereunder, in whole
or
in part, to any third party of its
choosing.
|
| 12. |
Consideration
|
| 12.1 |
In
consideration for executing the Project and providing INROB with complete
manufacturing capabilities, as specified in this Agreement, CPCOM shall
receive from INROB consideration in the sum of US $2,950,000 (two million
nine hundred and fifty thousand US Dollars). This consideration shall
provide INROB with the right to utilize CPCOM's manufacturing capabilities
at the Premises, up to the total value of purchase orders in the amount of
US $28,500,000 (twenty eight million five hundred thousand US Dollars)
(including
manufacturing services under the manufacturing agreement and raw
materials) (“Order
Limit”).
|
| 12.2 |
The
Consideration shall be paid as follows:
|
| 12.2.1 |
US
$1,000,000 (one million US Dollars) until December 31st
2007.
|
| 12.2.2 |
The
remainder shall be paid until end of March
2008.
|
| 12.3 |
INROB
shall be entitled to inform CPCOM at any time prior to payment in full
of
the entire consideration hereunder of its decision to discontinue making
any further payments hereunder. In such an event, the consideration
under
section 12.1 above shall be redefined as the consideration actually
paid
by INROB to CPCOM, the Order Limit shall be adjusted pro rata to the
amount actually paid compared to the amount originally contemplated
under
section 12.1 above and CPCOM shall have no claims or demands against
INROB
for its discontinuance of payments.
|
| 12.4 |
It
is hereby clarified that, except for payment under the Manufacturing
Services Agreement, payment for raw materials and payment for the
transport of any goods from the Premises if requested and pre-approved
in
writing by INROB) the aforementioned consideration shall be the sole
consideration to which CPCOM shall be entitled for performing its
undertakings under this Agreement and shall cover any and all expenses
incurred by CPCOM to enable it to perform its obligations hereunder,
including with respect to adaptation of its equipment and machinery
as set
forth herein.
|
-9-
| 12.5 |
Entire
Compensation. CPCOM specifically understands that the consideration
set
forth in this Section 12
is
the sole compensation
payable to CPCOM by INROB for the Project and it includes the right
to use
the Premises, including all depreciation and utility costs, and no
work
undertaken by CPCOM or its agents, employees, subcontractors or
subconsultants will result in any obligation of INROB to pay any
additional compensation or any additional expense. CPCOM, for itself
and
its employees, agents, subcontractors and subconsultants hereby (i)
waives
any right to compensation or reimbursement for services performed or
expenses incurred without written authorization, and (ii) covenants
not to
xxx for amounts which may otherwise be payable under the theory of
quantum
merit, or under any other legal theory, except to the extent CPCOM
is
expressly entitled to payment under Section 12
of
this Agreement.
|
| 12.6 |
In
the event that INROB reaches the Order Limit prior to the end of 5
years
from the Effective Date, then INROB shall have the option ("Option")
to purchase, from time to time, additional Products at the following
terms
US$90,000 (ninety thousand US DOLLARS) for the purchase of products
at a
value of US$1,000,000 ("Option
Order Limit").
|
INROB
shall be entitled to exercise its option by sending CPCOM written notice of
its
decision to exercise the Option and, in such an event, all the terms of this
Agreement and the Exhibits hereto shall apply to any such Option
orders.
| 13. |
Purchase
Orders and Delivery
|
| 13.1 |
All
purchase orders shall be forwarded in writing by INROB to CPCOM.
|
| 13.2 |
The
purchase orders shall be in the form substantially similar to that
set
forth in Exhibit
13.3
attached hereto.
|
| 13.3 |
Upon
receipt of a purchase order, CPCOM shall send INROB a written document
detailing the date of dispatch of the Products, the quantity
of each type of Product ordered, the catalogue number of each Product
ordered, the price of each Product and the total price of the
order.
|
| 13.4 |
Delivery
of the Product by CPCOM to INROB shall be direct and shall be made
ex
works.
|
-10-
| 13.5 |
Unless
agreed otherwise in writing, the raw materials required for the
manufacture of the Products shall be provided by INROB, shall be deemed
consigned inventory of INROB and shall remain at all times the sole
and
exclusive property of INROB. CPCOM undertakes to inform all relevant
third
parties at all times as to INROB's sole and exclusive ownership of
the
consigned inventory and shall inform INROB immediately and without
delay
upon any event that may lead to any harm, injury, loss or other prejudice
to such consigned inventory or to the value
thereof.
|
| 14. |
Term
of Agreement
|
| 14.1 |
This
Agreement shall remain in full force and effect for an unlimited period
of
time.
|
| 14.2 |
Notwithstanding
the above, in the event that within 5 years from the Effective Date,
the
Order Limit or any Option Order Limit if INROB exercise's its option
as
per section 12.6 above, has not been ordered by INROB, and subject
to the
Premises still existing and subject further to CPCOM's ability to continue
manufacturing the Products, then INROB shall be entitled to continue
placing orders for the Products until it reaches the Order Limit, at
which
time this Agreement shall terminate.
|
| 15. |
Books
and Records
|
| 15.1 |
CPCOM
shall check all materials, equipment and labor being incorporated into
the
Project work and shall keep such full and detailed accounts as
may
be necessary for proper financial management under this Agreement.
INROB
shall have access to all CPCOM's records, books, correspondence,
instructions, drawings, receipts, vouchers, memoranda and similar data
relating to this Agreement and/or Project work, and CPCOM shall preserve
(either in hard copy or on electronic storage) all such records for
a
period of four (4) years following termination of this Agreement or
any
extended term thereof, or for any longer period as may be required
by law.
INROB shall have the right to copy all or any part of CPCOM's
records.
|
| 15.2 |
The
Project shall be performed by CPCOM on an “open book” basis. INROB shall
have the right, during the performance of the Project and for
a period of four (4) years after termination of this Agreement or any
extended term thereof, to inspect and audit CPCOM's books and records
regarding the Project. CPCOM shall have the opportunity to audit itself
prior to any audit by INROB.
|
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| 16. |
Insurance
|
| 16.1 |
Liability
Insurance.
|
| 16.1.1 |
CPCOM
shall purchase and maintain insurance which will protect CPCOM and
INROB
from the following types of claims that may arise out of or
result from the Project under this Agreement and for which CPCOM may
be
legally liable, whether such operations are by CPCOM or by a subcontractor
or subconsultant or by anyone directly or indirectly employed by any
of
them, or by anyone for whose acts any of them may be liable: (i) claims
under workers' or workmen's compensation, disability benefit and other
similar employee benefit acts which are applicable to the Project to
be
performed; (ii) claims for damages due to bodily injury, sickness or
disease, or death; (iii) claims ordinarily covered by commercial general
liability insurance; (iv) claims for damages due to injury to or
destruction of tangible property, including loss of use by third parties
other than INROB resulting therefrom (whether resulting from operations
of
CPCOM, any subcontractor or subconsultant, or anyone directly or
indirectly employed by any of them); (v) claims for damages due to
bodily
injury, death of a person or property damage arising out of ownership,
maintenance or use of a motor vehicle; and (vi) claims involving
contractual liability for CPCOM's indemnity obligations, if insurable,
under this Agreement. All insurance coverage required to be obtained
and
maintained by CPCOM pursuant to the terms of this Agreement shall be
primary in the event of any loss, with any insurance carried by INROB
to
be excess capacity to CPCOM's coverage. All insurance policies required
of
CPCOM by this Agreement and any modifications thereto shall be subject
to
INROB's reasonable approval as to form, insurer, and adequacy of
protection. CPCOM shall carry insurance with coverage and limits of
liability as shall be agreed in writing by the parties from time to
time,
entitled “Insurance Requirements”.
|
| 16.1.2 |
CPCOM
shall require that each of its subcontractors and subconsultants obtain
and maintain, at all times during the period such subcontractor
or subconsultant is performing adaptation services, the insurance required
under Section 16.1.1.
|
| 16.1.3 |
All
coverages shall be written on an occurrence basis and maintained without
interruption from date of commencement of this Agreement
until the
date of termination thereof. All coverages shall be maintained by
insurance carriers acceptable to INROB. The insurance referenced in
clause
(iii) of Section 16.1.1
shall contain no exclusion which denies coverage for third party bodily
injury or property damage arising out of errors or omissions in maps,
plans, drawings, designs, or inspection or construction management
services.
|
-12-
| 16.1.4 |
Certificates
of insurance acceptable to INROB shall be filed with INROB prior to
commencement of the Project. These certificates
and the insurance policies shall contain a provision that coverages
afforded under the policies will not be modified, canceled or allowed
to
expire until at least thirty (30) days' prior written notice has been
given to INROB.
|
| 16.1.5 |
All
policies of insurance shall name INROB, its employees, officers,
directors, shareholders, and agents, and, at INROB's option, any landlord
or lender for the Property and any other person(s) INROB deems to have
an
insurable interest in the Project work, as additional insured(s) under
the
policy. Upon request by INROB, CPCOM shall furnish each of its
subcontractor's and subconsultant's policies (or certificates thereof)
to
INROB before commencement of the Project, evidencing all coverage required
hereunder. In addition, CPCOM shall promptly furnish to INROB copies
of
all endorsements both with respect to its own insurance and that of
its
subcontractors and subconsultants which are subsequently issued and
which
amend coverage, but delivery of such endorsements will not release
such
parties from their obligation to obtain the insurance required by this
Agreement. The requirements for the foregoing insurance shall not diminish
or limit CPCOM's obligations to indemnify INROB under this
Agreement.
|
| 16.1.6 |
If
CPCOM fails to secure and maintain the required insurance, INROB shall
have the right (without the obligation to do so) to secure same in
the
name and for the account of CPCOM, in which event CPCOM shall pay the
cost
thereof and shall furnish upon demand all information that may be required
in connection therewith.
|
| 16.2 |
Property
Insurance
|
| 16.2.1 |
With
respect to the Project, CPCOM shall purchase and maintain “builder's
risk” property insurance on such terms and in such cover as is normal in
transactions similar to that contemplated hereunder. CPCOM's insurance
(i)
shall be placed in the name of CPCOM and its subcontractors and, at
INROB's option, shall name INROB and any other person(s) whom INROB
deems
to have an insurable interest in the Premises and/or the Project work,
or
any part thereof, as named insured, and (ii) shall be payable to CPCOM
for
the insure as the respective interests of such named insured may appear.
Such insurance shall not insure against loss, damage, or destruction
of
any contractor equipment, materials and supplies or temporary buildings
or
other such property located in, on or about the Premises, which are
the
property of CPCOM, or any subcontractor or subconsultant, or any person
directly or indirectly employed by or under contract with CPCOM or
its
subcontractors or subconsultants, all of which shall be insured by
CPCOM
under a separate policy. The policy shall be retained and held by CPCOM.
A
copy of each policy required of CPCOM shall be delivered to INROB upon
demand. CPCOM shall be responsible for the payment of all costs not
covered because of deductibles in excess of $10,000 per occurrence
under
CPCOM's property insurance.
|
-13-
| 16.2.2 |
Property
insurance shall be on a “Special Form” policy form, and shall insure
against the perils of fire and extended coverage and physical loss
or
damage, including theft, vandalism, malicious mischief, collapse,
false-work, temporary buildings and debris removal, including demolition
occasioned by enforcement of any applicable legal requirements. Coverage
shall also be provided, as needed, for earthquake and flood, for inland
transit of permanent plant equipment and offsite storage exposures
for
materials to be incorporated into the Project, and for physical damage
to
the Project work resulting from faulty workmanship, materials or design.
|
| 16.2.3 |
INROB
and CPCOM, by their execution of this Agreement,
each hereby waives all rights against each other and any of their
subconsultants, subcontractors,
agents and employees, each of the other, for damages to property caused
by
fire or other perils to the extent such damages are covered by property
insurance obtained pursuant to this Section 16.2.3,
or any other property insurance maintained by INROB or CPCOM applicable
to
the Project work or the Premises, regardless of the negligence of the
entity so released; provided, however, that such waivers are effective
only if the applicable insurance policies of both parties contain a
clause
to the effect that such release shall not affect the right of the insured
to recover under such policy.
|
| 16.2.4 |
Each
party shall cause each property insurance policy obtained by it to
provide
that the insurer waives all right of recovery by way of subrogation
against the other party in connection with any injury or damage covered
by
such policy. CPCOM shall also require of all subcontractors and
subconsultants similar waivers in favor of INROB and CPCOM.
|
| 17. |
Termination
of Agreement
|
| 17.1 |
INROB's
Right to Terminate Without Cause. The following provisions of this
Section 17.1
shall govern INROB's right to terminate this Agreement without
cause:
|
| 17.1.1 |
In
addition to INROB's right to terminate on account of CPCOM's default,
as
set forth in Section 17.2,
INROB may terminate this Agreement,
in whole or in part, at any time and from time to time without cause,
by
giving CPCOM at least ten (10) days' prior written notice. Upon receipt
of
any such notice, CPCOM shall, unless the notice directs otherwise:
(i)
immediately discontinue the performance of the Project on that date
and to
the extent specified in the notice; (ii) enter into no further
subcontracts or subconsultant agreements, except as may be necessary
for
completion of such portion of the Project work as is not discontinued;
(iii) promptly make every reasonable effort to procure cancellation,
or
assignment, upon terms satisfactory to INROB, of all subcontracts and
all
subconsultant agreements to the extent they relate to the performance
of
the discontinued portion of the Project work; and (iv) thereafter,
do only
such Project work as may be necessary to preserve and protect the Project
work already in progress and to protect materials, landscaping materials
and equipment on the Premises or in transit
thereto.
|
-14-
| 17.1.2 |
In
addition, CPCOM shall take all steps, including the legal assignment
of
its contractual rights with respect to terminated Project work, which
INROB may require for the purpose of fully vesting in INROB such
contractual rights. Notwithstanding any such assignment of contractual
rights, however, CPCOM shall reserve rights of recourse thereunder
to the
extent necessary to permit CPCOM to enforce such contracts in the event
that INROB makes any claim against CPCOM with respect to goods or services
that are the subject of such contracts. The foregoing reservation of
rights by CPCOM shall not, however, in any way impair INROB's right
to
pursue direct recourse against the parties to such
contracts.
|
| 17.1.3 |
CPCOM
hereby waives all claims for damages and loss of anticipated profits
on
account of any termination by INROB pursuant to this Section
17.1
and, as the sole right or remedy of CPCOM on account of such termination,
CPCOM shall have the right to receive the amounts payable to CPCOM
under
this Section.
|
| 17.2 |
CPCOM
Default. Any of the following events shall be deemed to be a material
default by CPCOM under this Agreement (an “Event
of Default”):
(i) failure by CPCOM to perform any material contractual obligation
under
this Agreement, which failure by its nature CPCOM has no capacity to
cure;
(ii) failure by CPCOM to perform any other obligation under, or to
comply
with any term, provision or condition of, the Agreement for a period
of
ten (10) days following receipt of written notice of such failure from
INROB, or such longer period (but in no event exceeding forty-five
(45)
days following receipt of INROB's notice) as reasonably required to
remedy
such failure provided that CPCOM commences such remedy within such
ten
(10)-day period and thereafter uses its best efforts to complete such
remedy at the earliest date reasonably possible; (iii) the occurrence
of
any of the following: (a) the making by CPCOM of any general arrangement
or assignment for the benefit of creditors; (b) CPCOM becomes a “debtor”
as defined in 11 USC Section 101 or any successor statute (unless,
in the
case of a petition filed against CPCOM, the same is dismissed within
sixty
(60) days); (c) the appointment of a trustee or receiver to take
possession of substantially all of CPCOM's assets or of any asset used
in
connection with the Project, where possession is not restored to CPCOM
within thirty (30) days; or (d) the attachment, execution or other
judicial seizure of substantially all of CPCOM's assets or of any asset
used in connection with the Project, where such seizure is not discharged
within thirty (30) days; and (v) repeated failure (defined as a failure
for which INROB has given more than one (1) notice) by CPCOM to perform
its obligations under this Agreement in a timely fashion, which failure
materially interferes with INROB's scheduled completion of the Project
within its time schedule.
|
-15-
| 17.3 |
INROB
Remedies.
|
| 17.3.1 |
Upon
the occurrence of an Event of Default, INROB shall have the right to
pursue any and all remedies available
at law and in equity including, without limitation, the following:
(i) the
right to keep this Agreement in effect and xxx CPCOM for all damages
caused by the default and recover the cost thereof; (ii) the right
to cure
any such default by CPCOM and to recover any damages caused thereby;
and
(iii) the right to terminate this Agreement either as to the entire
Project or as to any part of the Project as to which an Event of Default
has occurred, in either case by giving CPCOM written notice of such
termination.
|
| 17.3.2 |
Upon
such termination, INROB shall have the right to complete the Project
or to
contract with others for completion of the Project and, in either event,
to charge the cost of completion to CPCOM. INROB may deduct, offset
and
credit such costs of completion and all other damages incurred by INROB
as
a consequence of CPCOM's default from and against any amounts that
may at
any time be payable to CPCOM under this Agreement. If the cost of
completion exceeds the amount that would have been payable under this
Agreement had CPCOM completely performed the Project pursuant to the
terms
of this Agreement, CPCOM shall immediately pay the amount of such excess
to INROB. Upon termination, CPCOM shall be deemed to have waived all
claims against INROB for profits, loss or damage on or with respect
to the
uncompleted Project.
|
| 17.4 |
CPCOM's
Termination Rights
|
CPCOM
may
suspend the performance of the Project (i) if INROB fails to pay the
consideration detailed in Section 12
above
within
thirty (30) days after written notice of delinquency is received by INROB from
CPCOM, (ii) pursuant to an order of any court or other public authority having
jurisdiction, or (iii) as a result of an act of government, such as a
declaration of a national emergency, making materials unavailable.
| 18. |
Indemnification.
|
To
the
fullest extent permitted by law, CPCOM shall indemnify, defend (with counsel
reasonably acceptable to INROB) upon demand, protect
and hold harmless INROB, its subsidiaries and affiliates and their respective
officers, directors, shareholders, agents, consultants and employees from and
against any and all causes of action, demands, losses, violations, infringements
of law, patent, license or trademark, costs, attorneys' and experts' fees,
claims, damages, and liabilities of every kind and nature arising out of,
alleged to have arisen out of, or resulting in any way from, the Project to
be
performed under this Agreement by CPCOM and its subcontractors and
subconsultants which are the result of any willful misconduct, negligent act
or
omission, or breach of any obligation or representation under this Agreement,
by
CPCOM or any of its subcontractors or subconsultants or material suppliers,
or
by the respective agents, officers, employees, representatives, contractors
or
subconsultants of any of them. The foregoing notwithstanding: (i) CPCOM's
obligations to indemnify and hold INROB and its employees harmless shall in
no
event apply to the portion of any claim which is due to the negligence or
willful misconduct of INROB, its subsidiaries or affiliates or their respective
officers, directors, shareholders, agents or employees; (ii) CPCOM shall have
no
obligation to protect, indemnify, defend or hold harmless any consultant of
INROB if any claim is due in part to the negligence or willful misconduct of
such consultant; and (iii) CPCOM's foregoing indemnity obligation shall not
apply with respect to infringements of patents by any subcontractor that INROB
has specified as the only subcontractor that CPCOM is authorized to engage
to
perform particular adaptation services. All of the foregoing indemnification
shall (a) be in full force and effect and apply at all times during the
Agreement Term, and at all times thereafter, (b) not be deemed limited in any
way by the amount or type of any insurance coverage that the CPCOM is required
to maintain hereunder, (c) not be limited by any limitation on amount or type
of
damages, compensation or benefits payable by or for CPCOM or a subcontractor
or
subconsultant under workers' or workmen's compensation acts, disability benefit
acts or other employee benefit acts, and (d) shall be subject to the express
limitations of liability and releases from liability set forth elsewhere in
this
Agreement. Any claim by INROB for indemnification under this Section with
respect to the Project must be brought within four (4) years after termination
of this Agreement.
-16-
| 19. |
Ownership
of Data
|
| 19.1 |
For
the purposes of this Section 19.1,
“Data”
means all designs, plans, models, drawings, prints, samples,
transparencies, specifications, reports, manuscripts, working notes,
documentation, manuals, photographs, negatives, tapes, discs, databases,
software, works of art, inventions, discoveries, components or similar
items.
|
| 19.2 |
Ownership
and Use of the Data. All intellectual property rights, copyrights,
design
rights, patents, and other similar invention rights, trademarks, trade
names, service marks, trade secrets, all applications for and rights
in or
to any of the foregoing (collectively “IP
Rights”)
in or to all Data now or hereafter owned or prepared by INROB
(“INROB
Data”)
shall be owned solely by INROB. Without limiting the generality of
the
foregoing sentence, INROB Data shall include, without limitation, all
INROB systems, server and software, all Products and Product designs,
all
material handling, integration, measurement and control systems, all
information technology systems and software, and general arrangement
drawings for the Project, all inventions, discoveries and improvements
relating to INROB's business (including, without limitation, any
information relating to manufacturing techniques, processes, formulas,
designs, “look and feel,” logos, developments and experimental work or
work in progress), and all formulas, patterns, devices and compilations
of
information (including customer lists) which are used in or related
to
INROB's business.
|
-17-
| 19.3 |
CPCOM
shall have no ownership or other rights or interest in any INROB Data
or
any of INROB's IP Rights. Any INROB Data and INROB IP Rights disclosed
to
CPCOM shall be used by CPCOM solely in the performance of this Agreement
on behalf of INROB and shall be subject to the obligation to keep same
strictly confidential as provided in Section 20.
|
| 19.4 |
All
IP Rights in or to all construction and program management systems
and
designs, construction estimating, measurement and procurement control
systems, plot plan processor software, and construction and program
management information technology systems and software which CPCOM
owns or
has prepared prior to the date hereof (collectively, “CPCOM
Background Data”)
shall remain the property of CPCOM. CPCOM Background Data shall not,
however, include any INROB Data or Developed Data. CPCOM hereby grants
to
INROB a perpetual, non-exclusive, irrevocable, royalty-free license
to
use, copy and modify the CPCOM Background Data to the extent necessary
to
operate, use or maintain the Project work, but solely in connection
with
the Project for which CPCOM has provided services under this Agreement.
Except as provided herein, INROB shall have no ownership or other rights
or interest in any CPCOM Background Data.
|
| 19.5 |
Developed
Data. All IP Rights in all Data prepared or developed by or for CPCOM
or
any of its subcontractors or subconsultants hereunder (“Developed
Data”)
shall vest in and become the sole property of INROB, shall be treated
by
CPCOM (and CPCOM shall require that all of its subcontractors and
subconsultants treat it) as strictly confidential, and shall at all
times
remain the property of INROB, and all works of art which constitute
copyrightable subject matter shall be considered “works made for hire” to
the fullest extent permitted under law. All such Developed Data shall
automatically and immediately constitute INROB Data and shall be clearly
marked, where possible, as INROB's property, and CPCOM agrees to assign
and does hereby assign all right, title and interest in, under and
to the
Developed Data to INROB. Each party agrees to perform any further acts
and
execute and deliver any and all further documents and/or instruments
which
are considered necessary or appropriate by INROB to ensure that the
Developed Data vests in INROB, including but not limited to executing
assignments, oaths and declarations for IP Rights on a country by country
basis as deemed advisable by INROB and any other action for perfecting
in
INROB all right, title and interest in, under and to the Developed
Data.
At INROB's request from time to time, CPCOM shall furnish a copy of
all
such Developed Data to INROB and copies of designs, drawings, plans,
specifications, databases and reports (in electronic format, to the
extent
available). CPCOM shall maintain in good order at the Project site
one
record copy of the drawings, specifications, product data, samples,
and
shop drawings marked currently to record changes made during the
development of Project. Each of the items specified in the foregoing
sentence shall be delivered to INROB upon completion of the development
of
the Project. CPCOM shall, however, have the right to retain one copy
of
each such item for CPCOM's archive records, subject to the provisions
of
this Section 19.5,
Section 20
and any confidentiality covenant executed pursuant to Section 20.
|
-18-
| 19.6 |
For
the purposes of this section 19, INROB shall include any affiliate
thereof.
|
| 20. |
Confidentiality
|
CPCOM
shall keep, and shall require all subcontractors and subconsultants to keep,
confidential all “Confidential Information” as defined in and subject to the
terms of the Confidentiality and Nondisclosure Agreement attached hereto as
Exhibit
20
and made
a part hereof.
| 21. |
Non-Competition
|
Other
than through this Agreement, CPCOM covenants and agrees that from the Effective
Date until the date that is one year after the termination of this Agreement,
it
will not, directly or indirectly: (a) own, manage, operate, join, control,
be
employed by, be engaged on
an
independent contractor basis or other representative capacity, or participate
in
the ownership, management, operation, or control of, receive any monetary
benefits from or in connection with, or be connected in any other manner with,
any individual, corporation, partnership or other entity (other than
CPCOM)
that is
engaged in, or any other transaction or activity in, a business that is engaged
in, or any other transaction or activity in, the business relating to the
Products ("Prohibited
Business"),
without the prior express written permission of INROB; (b) solicit any employee
of INROB to accept employment related to any Prohibited Business; (c) accept
employment with or otherwise agree to provide any services relating to any
Prohibited Business; or (d) solicit or attempt to solicit, divert, or obtain
any
Prohibited Business from any of INROB's customers existing as of the Effective
Date.
| 22. |
Exclusivity
|
During
the term of this Agreement, including any extensions and renewals, CPCOM agrees
not to directly or indirectly market, contact or develop relationships with,
or
authorize or approve the taking of any such action by any other person, firm
or
entity, and customer of INROB or any other
person, firm or entity with whom INROB has developed a relationship or enhanced
its relationship with, in anticipation of or in connection with pursuing a
business related to the Products.
| 23. |
Miscellaneous
|
| 23.1 |
Independent
Contractors. CPCOM is and at all times shall be an independent contractor
with respect to the Project. Neither this Agreement
nor
any course of dealing or practice shall be interpreted as creating,
or
shall be deemed to create, any employer-employee, principal-agent,
partnership, joint venture or other relationship between INROB and
CPCOM.
CPCOM has and hereby retains the right to exercise full control over
the
employment, direction and discharge of all persons assisting it in
the
execution of the Project. CPCOM shall be solely responsible for all
matters relating to payment of its employees, including compliance
with
any applicable law, withholding and all other regulations governing
such
matters.
|
-19-
CPCOM
shall be solely and fully responsible for its own acts and those of its
subordinates, employees, subconsultants and subcontractors during the term
of
this Agreement.
| 23.2 |
Amendment.
The terms and conditions of this Agreement
may
only be amended by a written instrument signed by both
parties.
|
| 23.3 |
Waivers.
No waiver by any party of any default, misrepresentation or breach
of
warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation
or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such
occurrence.
|
| 23.4 |
Public
Releases. CPCOM shall not make public announcements or publicity releases
related to the Project without INROB's prior written approval,
including, without limitation, INROB's prior written approval of the
form
and content of any such announcements or releases, in both cases such
approval not to be unreasonably withheld.
|
| 23.5 |
Agreement
Language.
Should this Agreement
be
translated into any language other than English, the English version
shall
prevail and shall be considered as the only true and original version
of
the parties' agreements.
|
| 23.6 |
Successors
and Assigns. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.
|
| 23.7 |
Specific
Performance. Each party acknowledges and agrees that the other party
would
be irreparably damaged in the event that any of the provisions of this
Agreement
are
not performed in accordance with their specific terms or are otherwise
breached. Accordingly, each party agrees that the other party shall
be
entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement
and
to enforce specifically this Agreement
and
the terms and provisions hereof in any action instituted by either
of the
parties, in addition to any other remedy to which they may be entitled,
at
law or in equity.
|
| 23.8 |
Expenses.
Each party shall bear its own cost and expenses (including accountants
fees, legal fees and other professionals and representatives fees),
incurred in connection with the preparation, execution and delivery
of
this Agreement
or
any other document relating to the transactions contemplated by this
Agreement.
|
| 23.9 |
Survival
of Representations and Warranties. The representations and warranties
contained in this Agreement
shall
survive the consummation of the transaction contemplated hereby and
shall
not be terminated or otherwise extinguished by the consummation of
the
transactions contemplated hereby.
|
-20-
| 23.10 |
Severability.
In
the event that any one or more of the provisions of this Agreement
shall
be deemed invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement
shall
not in any way be affected or impaired thereby and the parties shall
attempt to agree upon a valid and enforceable provision which shall
be a
reasonable substitute therefor and, upon so agreeing, shall incorporate
such substitute provision in this Agreement.
|
| 23.11 |
Notices.
All
notices, communications and demand required or permitted to be given
or
made hereunder or pursuant hereto shall be in writing and shall be
deemed
to have been received (i) upon hand delivery (receipt acknowledged)
or
delivery by telex (with correct answer back received), telecopy or
facsimile (with transmission confirmation report); or (ii) on the second
business day following the date of mailing by express courier service,
fully prepaid, or upon actual receipt of such mailing, whichever shall
first occur. The addresses for such communications shall be at
the address set forth in the preface above as amended in writing from
time
to time.
|
| 23.12 |
Entire
Agreement.
This Agreement
constitutes
the full and entire understanding and agreement between the parties
with
regard to the subject matters hereof, and supersedes all prior agreements
between the parties with regard to such subject matter.
This Agreement may not be amended, supplemented, discharged, terminated
or
altered except by a written instrument signed by the parties
hereto.
|
| 23.13 |
Counterparts.
This
Agreement
may
be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the
same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed)
the
same with the same force and effect as if such facsimile signature
page
were an original thereof.
|
| 23.14 |
Governing
Court. In the event of any dispute or controversy arising out of or
in
relation to this Agreement,
the parties shall use their best endeavors to settle the same amicably.
To
this affect, they shall consult and negotiate with each other in good
faith and understanding of their mutual interests to reach a just and
equitable solution acceptable to both of
them.
|
-21-
Any
dispute, difference or controversy of any kind whatsoever between the parties
in
connection with or arising out of this Agreement,
or its
interpretations or rectification, including without limitation, a dispute or
controversy relating to the construction of any provision or the validity or
enforceability of any term or condition or of the entire Agreement,
or any
claim that all or any part of this Agreement
is
void
or voidable, shall be submitted and shall be finally settled under the Rules
of
Arbitration of the International Chamber of Commerce (ICC) by three arbitrators
appointed in accordance with the said Rules. The place of the said arbitration
shall be in the city of New York according to the laws of the State of New
York
and in the English language.
The
remainder of this page has been left deliberately blank
Signature
Page to follow
-22-
IN
WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST
WRITTEN ABOVE:
|
INROB
|
CPCOM
|
| By:/s/ Ben Xxxx Xxxxxx | By: | /s/ Xxx Xxxxxx | |
|
|
Its Managing Director |
||
-23-
Exhibit
1.1 (a)
8178
Xx.
X. Xxxxxx Xxx., Xxxxxxxxx Xxxx, Xxxxxxxxxxx
-24-
