EXCLUSIVE COGENERATION COMMERCIAL
DISTRIBUTOR-DEALER MARKETING LICENSE AGREEMENT
BETWEEN
X Y Z Corporation
AND
POWER SAVE INTERNATIONAL, INC.
* CoGenAirHeat Systems
This Agreement made and entered into this 1st day of April 1998, by and between
Power Save International, Inc., a Nevada corporation, herein referred to as
"Licensor"), and X Y Z Corporation and/or their assigns or affiliates,
(hereafter referred to as "Licensee"). RECITATIONS
The Licensor has developed an Exclusive Marketing Concept for the cogeneration
field of use market, hereafter called (CoGenAirHeat), consisting of utilizing
engines, compressors and/or generators. They are incorporated as part of what is
defined as: natural gas, L.P., or diesel fueled, engine driven, integrated
fail-safe, compressor, generator modules and related cogeneration equipment. The
parties are desirous of entering into this Marketing Licensing Agreement for the
purpose of granting to Licensee certain rights on the terms and conditions
hereinafter set forth. Therefore, in consideration of the mutual covenants and
promises hereafter exchanged, the parties do hereby agree as follows:
1. The Licensor represents it is the sole and exclusive owner of the
CoGenAirHeat System Process and Marketing Plan thereof, and all rights
pertaining thereto, and has filed Disclosures of Invention with the U.S. Patent
Office.
2. Licensee agrees and acknowledges that the features which the
CoGenAirHeat Systems incorporate, are the result of technological development by
Licensor and its principals, and that such development and features are solely
the intellectual property of the Licensor. The Licensee, for itself, its
officers and employees, agrees not to infringe on, or appropriate in any way
Licensor's patents, trade secrets, or rights to such property.
3. The Licensee represents and warrants that it will assign a person to
work with the Licensor, has the installation and service facilities and is
financially capable to effectively install, service and utilize the CoGenAirHeat
Systems for their clients in accordance with the terms of this Agreement.
The Patent Protection In Process
As part of this licensing structure, Licensor agrees to utilize its expertise
and staff on behalf of` the Licensee as they are required, and as the growth of
the Licensee's business dictates.
The Licensor has guaranteed Licensee, Exclusive Representation of Licensor's
Systems. As a consideration of such, Licensee hereby agrees that it shall not
market any other similar Systems, or attempt to assemble systems itself, or
through any other affiliate companies, which could be considered to be in the
same Field Of Use as the Licensor's products, without the express written
permission of the Licensor.
Subject to the terms and condition of this agreement, the Licensee shall have
and is hereby granted the exclusive right to distribute, sell, and install the
commercial CoGenAirHeat Systems.
5. The Licensee shall have the right to modify the process as may be required,
provided the Licensor shall approve such modifications in writing, and shall
have the rights to the use of all such modifications, revisions, supplements
and/or alterations in the process without cost or charge during or following the
expiration, cancellation 4r termination of this Agreement.
6. Licensor shall furnish to Licensee basic information necessary for Licensee
to implement marketing the CoGenAirHeat Systems. The Licensor is responsible for
supplying the proposals, feasibility studies, systems and pricing to the
Licensee and a purchase order to fund the products to be sold under the terms of
this Agreement.
7. Licensee hereby agrees to pay an initial consulting fee weekly retainer of
_____ to Licensor. Based upon achieving a to be agreed level. of sales, the
weekly consultant fee will be increased to weekly. Said retainer shall partially
cover the expenses of the Licensor in establishing the Marketing Program for the
Licensor. While deemed generally unnecessary, traveling when and if requested at
the request of the Licensee would be on a per diem basis and at the expense of
the Licensee.
8. The License granted hereunder shall not be assignable or transferable in
whole or in part without Licensor's prior written consent, and then only if
Licensor is a participant in any such Agreement and receives the protection of
its ideas, property, and property rights as set forth in this agreement.
9. The terms of this Agreement shall be for a period of ten years from the date
of execution by both parties. This License and any renewals thereof may be
cancelled, upon or by reason of one or more of the following occurrences or
conditions:
a. Failure of Licensee or the Licensor to use its best efforts to promote, and
sell the products covered by this Agreement and as agreed by the parties.
b. Default, by the Licensee or Licensor, in any of the material terms and
conditions of this Agreement, including, but not limited to timely payment of
all sums due or coming due to the Licensor.
a. The bankruptcy, insolvency, or sale of the assets of the Licensee or
Licensor.
d. By mutual consent of the parties.
e. By either party, in the event of a breach of any of the material terms of
this Agreement, or the breach of any of material warranties or representations
made each to the other.
10. Thirty days written notice of cancellation must be provided to the other
party. Any notice required under this Agreement shall be deemed to be effective
with signed receipt. Licensor and Licensee mutually agree that, subject to the
performance of conditions herein set forth by both parties, the exclusive term
of this Agreement shall continue in full force and effect for a period of one
year from the date hereof, and from year to year thereafter, for a total period
of 10 years.
If mutually agreed by the parties, this agreement can be renewed for an
additional 10 years.
This agreement is entered into by Licensee as an independent entity and will in
no way make them employees, agents, servants, partners, or joint venturers
unless by separate written Agreement covering any changes in the relationship in
whole or part.
11. This Agreement shall be automatically renewed for an additional term of ten
years, unless Licensee has given written notice to Licensor of its intention not
to renew, no less than 90 (ninety) days in advance of the expiration of the
first ten year term.
12. The Licensee shall have all pertinent personnel execute an Agreement of
Confidentiality and will not transfer, assign, or make available to others,
plans, drawings, or information licensed to it by Licensor hereunder, except on
a need to know basis, and shall undertake to protect the proprietary rights of
the Licensor from infringement, copying, or the unauthorized use by others, and
shall exercise all reasonable diligence in protecting the confidentiality of the
process and any revisions or modifications thereof.
12. A. Termination: Unless this Agreement is Terminated by the parties in a
mutually agreed manner, the Licensee will hold confidential and not utilize the
information and procedures provided by Licensor for a period of three (3) years
from the date of termination.
IT IS UNDERSTOOD AND AGREED THEREOF BY THE UNDERSIGNED'S SIGNATURE BELOW, THAT
ANY BREACH OF THIS AGREEMENT SHALL SUBJECT THE UNDER- SIGNED TO LEGAL REMEDIES
FOR ACTUAL AND COMPENSATORY DAMAGES.
13. Any dispute between the parties to this Agreement shall be resolved by
statutory arbitration pursuant to the Florida Arbitration Code, except that
arbitration shall be by a panel of three persons selected as follows: One
arbitrator shall be selected by the Licensee; one arbitrator shall be selected
by the Licensor; are added third arbitrator shall be agreed upon and selected by
the two arbitrators.
The venue as to any such hearing, or any litigation between the parties to this
Agreement, shall be Dade County, Florida, unless as otherwise mutually agreed,
and shall be governed by Florida law.
14. If any term, provision, covenant or condition of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the rest
of the Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. Licensor reserves the right to assign this
Agreement and Licensee will receive notice of any assignment.
15. Licensee agrees to hold Licensor harmless for Licensee's business
activities. The Licensee also agrees to hold Licensor harmless for any and all
representations and claims that he or his sales representatives make to
prospective clients unless those claims have been made in writing by the
Licensor.
IN WITNESS WHEREOF, the parties to this License Agreement have executed this
Agreement on the day and year first above written. Signed, sealed and delivered
in the presence of:
Witnesses by:
Date
By Power Save International, Inc.
Date
X Y Z Corporation, Title
