BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-200901 awarded to
BIOSPHERE
DEVELOPMENT CORP
(BAHAMAS)
BIOSPHERE
TECHNOLOGY LICENSE
AGREEMENT
License
number BTLA-200901
awarded
to
Xxxxxx
Associated Inc.
January
1st
2009
Biosphere Development Corp hereby
licenses Xxxxxx Associated Inc., on a nonexclusive basis for an initial period
of 10 years with subsequent rollover options for further 5 to 10 year periods,
providing Xxxxxx Associated Inc., ., reaches and maintains sales of a
minimum of twenty five (25) x 6MW/hr Biosphere Process System’s per year to use
Biosphere System Technology for the purpose of marketing, selling, leasing and
operating Biosphere Process Systems in the Peoples Republic of China using the
Bio Sphere technology. This licence provides that any developments,
modifications, alterations, enhancements and/or improvements arising from or as
a result of this licence in any format from the actions of Xxxxxx Associated Inc., ., are
and shall remain at all times the sole property of Dr CA XxXxxxxxx, and that
XxXxxxxxx shall retain all other rights to the Biosphere System Technology in
accordance with the contractual agreements between XxXxxxxxx and Biosphere
Development Corp (Bahamas).
Dr. CA
XxXxxxxxx, Chairman
Biosphere
Development Corp
X.X. Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on January 1st 2009 by
Biosphere Development Corp (Bahamas) (hereinafter referred to as "BDC") a
Bahamian Corporation, (No. 134790 B) incorporated in Nassau Bahamas under the
Bahamian International Business Companies Act, 2000, with an address at P.O. Box
13277 Cable Beach Nassau Bahamas, to Xxxxxx Associated Inc., ., (hereinafter
referred to as "XXXXXX ASSOCIATED INC., .,") its owners, subsidiaries,
affiliates, successors and or assigns, a corporation incorporated under the laws
of the Republic of Panama with an address at 53rd Street
Urbanizacion Obarrio Swiss Tower 10th Floor
Panana Republic of Panama.
both
hereinafter collectively referred to as "the Parties".
The
Parties acknowledge that Dr. CA XxXxxxxxx (XXXXXXXXX) has developed and owns a
proprietary system, the Biosphere ProcessÔ System, the design and all
components thereof and associated know how developed prior to the execution of
this BTLA or during the course of the operation of this BTLA, which XXXXXXXXX
has assigned to BDC for purposes of commercial marketing, manufacturing and
development (hereafter "System" or "Systems"). The Parties further acknowledge
and declare that XXXXXXXXX is a third party beneficiary to this
Agreement.
BDC
hereby, transfers its 31% shareholding in Biosphere Asia Pacific, its 31%
shareholding in International Environmental Energy Corp, its 45% shareholding in
Biosphere Hong Kong Limited and its 97.12% shareholding in Biosphere (Shaoxing)
Technology Co. Ltd., and
permits XXXXXX ASSOCIATED INC., ., on the basis of this BTLA, and XXXXXX
ASSOCIATED INC., ., hereby acknowledges all of the obligations of this BTLA by
which XXXXXX ASSOCIATED INC., ., is allowed non-exclusive use of the Biosphere
technology and documentation for the purpose of marketing, selling, leasing and
operating Systems in the licensed Countries. The Parties agree that this BTLA is
given by BDC to XXXXXX ASSOCIATED INC., ., solely and only for the purpose of
marketing, selling, leasing and operating Systems and that all plans, designs,
and engineering, and any developments, modifications, alterations, enhancements
and/or improvements arising there from as a result of this BTLA’s operation or
arising in any format from the actions of XXXXXX ASSOCIATED INC., ., are and
shall remain at all times the sole property of XXXXXXXXX and that XXXXXXXXX
shall retain all other rights to the System in accordance with the assignment
provided by XXXXXXXXX to BDC. The Parties agree that this BTLA as awarded by BDC
to XXXXXX ASSOCIATED INC., ., does not transfer to XXXXXX ASSOCIATED INC., .,
any rights, implied or otherwise to the Green Energy Credits that the Biosphere
Systems will or can ever generate. The Parties agree that such Green Energy
Credits as are produced pursuant to this BTLA are and remain the exclusive
property of BDC.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:
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1.
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Disclosure:
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BDC
hereby permits access by XXXXXX ASSOCIATED INC., ., to such technological
information as is needed for XXXXXX ASSOCIATED INC., ., to sell, lease and or
operate Biosphere Process Systems.
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2.
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Consideration
for Permit.
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BDC
grants this license for a period of ten (10) years in return for:
1). The
sum of one million United States Dollars USD$1,000,000.00 to be paid to BDC per
machine sold by Xxxxxx Associated Inc., ., plus
2).
XXXXXX ASSOCIATED INC., ., selling 25 Biosphere Process System’s per year;
plus
3). The
payment to BDC by XXXXXX ASSOCIATED INC., ., of an annual royalty
equal to 20% of the gross revenue generated by the use of Biosphere System sold
under this license for the complete operational life time of the Systems, 25
years. The mechanism for auditing, protecting and collecting this annual royalty
fee will be developed between the parties and appended hereto within 30 days of
the date hereto.
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3.
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Manufacturing.
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Biosphere
Development Corp agrees to review its manufacturing agreements to provide for
sufficient Biosphere Process System manufacturing capacity to match the intended
sales of XXXXXX ASSOCIATED INC., .
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4.
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Representations
and Warranties.
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The
Parties represent warrant and covenant as follows:
A. Title; Infringement.
BDC enjoys good and marketable title and rights to the System, including the
copyright to the System, and has all necessary rights to enter into this BTLA
without violating any other agreement or commitment of any sort. BDC does have
outstanding agreements and understandings, written and oral, concerning the
System design with a number of manufacturers. The System does not infringe or
constitute a misappropriation of any trademark, patent, copyright, trade secret,
proprietary right or similar property right.
B. Authority Relative to this
BTLA. This BTLA is a legal, valid and binding obligation of the Parties.
No consent or approval by any person or entity or public authority is required
to authorize or is required in connection with the execution, delivery or
performance of this BTLA by the Parties.
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5.
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No
Brokers.
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All
negotiations relative to this BTLA have been conducted by BDC directly with
XXXXXX ASSOCIATED INC., .,, without the intervention of any third person(s), and
in such manner as to not give rise to any valid claim against the Parties hereto
for brokerage commissions, finder's fees or other like payments.
6. Consents, Further
Instruments and Cooperation.
XXXXXX
ASSOCIATED INC., ., and BDC shall each use their respective best efforts to
obtain the consent or approval of each person or entity, if any, whose consent
or approval shall be required in order to permit it to consummate the
transactions contemplated hereby, and to execute and deliver such instruments
and to take such other action as may be required to carry out the transactions
contemplated by this BTLA. BDC shall execute, or cause its employees and agents
to deliver, any required material or other similar document or instrument,
following XXXXXX ASSOCIATED INC., .,'S reasonable request. XXXXXX ASSOCIATED
INC., ., will execute and record all other instruments required from time to
time by BDC or XXXXXXXXX, including but not limited to the execution and
recordation of documents evidencing the rights and title of BDC or XXXXXXXXX in
and to the Systems.
7.
BDC's Use
of the Systems
BDC
retains hereby and by way of its assignment from XXXXXXXXX all rights whatsoever
in the System and does retain the right to use the System, or any material
relating to the System for any purpose, personal, commercial, or otherwise.
XXXXXX ASSOCIATED INC., ., and BDC furthermore shall maintain all information
relating to the System or use of the System in confidence and shall have the
right to disclose any aspect of the System to any third party without the prior
written consent of XxXxxxxxx. XXXXXX ASSOCIATED INC., ., agrees not to
participate in any activities relating to development, marketing or sale of the
System or competing technologies that would compete, directly or indirectly,
with BDC's marketing or distribution of the System unless otherwise permitted in
writing, in advance, from BDC.
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8.
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No
Assignment.
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XXXXXX
ASSOCIATED INC., ., may not assign this BTLA or any obligation herein without
the prior written consent of BDC, which will not be unreasonably
withheld. XXXXXX ASSOCIATED INC., ., is not restricted from assigning
portions of its obligations to subsidiaries while in the process of purchasing
and operating additional systems, nor is XXXXXX ASSOCIATED INC., ., restricted
from sub-contracting with companies in its normal course of business, in order
to remain competitive, as referenced in Section 9. This BTLA shall be binding
upon and inure to the benefit of the Parties named herein and their respective
heirs, executors, personal representatives, successors and assigns. XXXXXX
ASSOCIATED INC., ., may not assign this BTLA or any part hereto
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9.
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Entire
Agreement.
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This BTLA
contains the entire understanding of the Parties, and supersedes any and all
other agreements presently existing or previously made, written or oral, between
XXXXXX ASSOCIATED INC., ., and BDC concerning its subject matter. This BTLA may
not be modified except in writing and signed by both Parties.
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10.
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Return
of Documentation and
records.
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XXXXXX
ASSOCIATED INC., ., when requested by BDC, will deliver to BDC all copies of all
documents relating to the services performed, including subcontractor bids, test
results, laboratory analyses, plans, blue prints, designs, and architectural
drawings, and shall maintain a complete documentary record of any and all
activities performed under this agreement. XXXXXX ASSOCIATED INC., ., shall
maintain true and correct records and catalogues in connection with each service
performed and all transactions related thereto and shall retain all such records
for twenty-four (24) months after the end of the calendar year in which the last
service pursuant to this Agreement was performed before returning all such
records to BDC. All records including test results, laboratory analyses, plans,
blue prints, designs etc, shall be maintained for BDC by XXXXXX ASSOCIATED INC.,
.., in. a suitably secure fashion so as to avoid their unintended dissemination
to unrelated third parties or competitors of BDC. XXXXXX ASSOCIATED INC., ., is
expressly forbidden from providing any
information, documentation, designs, plans or operating information to any third
party without the express written consent of both XXXXXXXXX and
BDC.
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11.
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Severability.
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A. This
Agreement shall be interpreted and construed according to, and governed by, the
law in force in the Special Administrative Region of Hong Kong PRC, and the
parties irrevocably submit to the non-exclusive jurisdiction of the courts of
Hong Kong for determining any dispute concerning this agreement.
B. If
any provision of this BTLA is declared by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions of this BTLA
nevertheless will continue in full force and effect without being impaired or
invalidated in any way.
C. In
any action or proceeding to enforce rights under the agreement, the prevailing
party will be entitled to recover its costs and attorneys'
fees.
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12.
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Notices.
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All
notices, requests, demands, and other communications hereunder shall be deemed
to have been duly given if delivered or mailed, certified or registered mail
with postage prepaid:
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If
to XXXXXX ASSOCIATED INC.,
.,:
____________________________
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00xx
Xxxxxx Urbanization Obarrio
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Swiss
Tower 10th
Floor
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Panama
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Republic
of Panama
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If
to BDC:
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Dr.
CA XxXxxxxxx
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Chairman
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Biosphere
Development Corp
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X.X.
Xxx 00000 Xxxxx Xxxxx
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Xxxxxx
Xxxxxxx.
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Tel
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x0
000 000 0000
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Fax
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x0
000 000 0000
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Email
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xxxx0000@xxx.xxx
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13.
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Relationship
of the Parties.
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The
relationship between XXXXXX ASSOCIATED INC., ., and BDC under this BTLA is that
of Permittee and Permitting Party. Nothing in this BTLA is intended to be
construed so as to suggest that the Parties hereto are partners or joint
ventures, or that either Party hereto or its employees are the employee or agent
of the other. Except as expressly set forth herein, neither XXXXXX ASSOCIATED
INC., ., nor BDC has no authority and neither express nor implied right or
authority under this BTLA to assume or create any obligations on behalf of or in
the name of the other or to bind the other to any contract, agreement or
undertaking with any third party.
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14.
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Headings.
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Headings
used in this BTLA are provided for convenience only and shall not be used to
construe meaning or intent.
IN
WITNESS WHEREOF, the parties have executed this BTLA the 10th
February 2009.
FOR
Biosphere Development Corp (Bahamas)
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BY:
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Witness:
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Dr.
CA XxXxxxxxx
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||||
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Chairman
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||||
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Biosphere
Development Corp
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||||
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X.X.
Xxx 00000 Xxxxx Xxxxx
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||||
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Xxxxxx
Xxxxxxx.
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For
and on behalf of Biosphere Development Corp (Bahamas).
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FOR
XXXXXX ASSOCIATED INC., .,
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||||
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BY:
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__________Jose
E Silna R___
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Witness:
_______Marta de
Saavedra___________
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And now
enter Dr. CA XxXxxxxxx who signifies acceptance of all of the undertakings and
obligations of this BTLA in his favour as third party beneficiary
thereof.
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Witness:
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|||
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Dr.
CA XxXxxxxxx
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