EXCLUSIVE DISTRIBUTION AND
MANUFACTURING LICENSE
AGREEMENT -
VEHICLES
THIS AGREEMENT ("Agreement"),
effective this 27th day, of August, 2009 ("Effective Date"), is
entered into by Serenergy A/S, CVR-no. 29 61 66 47, Majsmarken 1,
DK-9500 Hobro, Denmark (the "Company") a Denmark Corporation
(hereinafter "Serenergy" or the "Supplier" or a "Party") a Danish
Corporation, and Inscrutor Inc., a company incorporated in the
State of Delaware, company number EID 32-0251358, (hereinafter
"Inscrutor" or the "Distributor" or a "Party"), a Delaware
Corporation.
WHEREAS, the Supplier is in the business of developing,
manufacturing and selling fuel cells and related products
throughout the world;
WHEREAS, the Distributor is in the business of market
development and business development and wishes to distribute
globally the Supplier's products within the segments for all types
of vehicles;
WHEREAS, the Supplier wishes to provide all such products
to the Distributor for distribution globally to the segments
for all types of vehicles on an exclusive basis;
NOW THEREFORE,
in consideration of the promises and
agreements set forth herein, the parties, each intending to be
legally bound hereby, do promise and agree as follows:
|
1.
|
|
|
1.1
|
In this Agreement the terms
mentioned below shall have the following meaning:
|
|
|
|
|
|
|
Agreement
|
Shall mean this agreement, including
schedules.
|
|
|
Effective Date
|
Means the date first written
above.
|
|
|
Confidential Information
|
Means any information of any kind or
nature whatsoever, whether written or oral, including, without
limitation, this Agreement, financial information, trade
secrets, customer
|
|
|
|
lists and other information,
regarding the Parties and the Products, which is not known to
the general public.
|
|
|
Global
|
Means all countries in the world
without limitation.
|
|
|
Products
|
Means all the Supplier's products
from time to time.
|
|
|
Term
|
Means the period commencing on the
Effective Date and terminating as set forth in Clause 10
hereof.
|
|
|
Trademarks
|
Means all trademarks, service marks,
logos, brand names, trade names, domain names and/or slogans used
by the Supplier and /or the Distributor in connection with the
Products from time to time (whether registered or
unregistered).
|
|
|
Segment
|
Means the segments for all types of
vehicles driving on wheels intended for driving on public roads
(i.e. excluding aeroplanes, golf carts and work vehicles such as
fork lifts and tractors), including but not limited to cars of any
kind, busses of any kind, vans of any kind, trucks of any kind and
motorcycles of any kind.
|
|
|
USD
|
Means US Dollars. The Parties have
agreed that the exchange rate between USD and DKK shall be
calculated in accordance with the official exchange rate of
Danmarks Na-tionalbank on the date in question. However, the
Parties have agreed that the exchange rate between USD and DKK
shall in no case be lower than 5.10, e.g. 100 USD shall at all
times be equal to minimum DKK 510.
|
|
2.
|
Grant of Right to Distribute and
manufacture
|
|
2.1
|
Appointment
. Subject to the terms and
conditions of this Agreement, the Supplier hereby appoints the
Distributor as its Global exclusive distributor of the Products
under which the Distributor has the exclusive right to conduct all
sales, marketing and project-development within the Segment for the
Term (see Clause 10), and the Distributor hereby accepts such
appointment.
|
|
2.2
|
Restriction on the Distributor's
activities. The
Distributor shall not, directly or indirectly i) engage in any
promotional activities relating to the Products directed primarily
to customers outside the Segment, or ii) solicit orders for
Products from any prospective customer not belonging to the
Segment.
|
|
2.3
|
Manufacturing license
. The Supplier hereby grants to the Distributor for the Term an
exclusive irrevocable license to manufacture the Products
and/or other products based on the Supplier's technology to be sold
by the Distributor to customers within the Segment. The Distributor
has the right to decide, at the Distributer's sole discretion,
whether the Products and/or other products based on the Supplier's
technology shall be (i) manufactured by the Supplier, cf. Clause
6.2, (ii) manufactured and/or production coordinated by the
Distributor, cf. Clause 7.1, or manufactured and/or production
coordinated by an external manufacturer, cf. Clause 7.2.
|
|
2.4
|
Restrictions on the Supplier's
Activities . The Supplier
shall not, directly or indirectly i) engage in any promotional
activities relating to the Products directed primarily to any
customers within the Segment, or (ii) solicit orders for
Products from any prospective customer within the Segment. The
Supplier is entitled (i) to participate in scientific conferences,
seminars, etc. within the Segment, and (ii) to perform work
within EU with fully publicly funded, either Danish or EU funded,
development projects within the Segment, without the
Distributor's prior written consent.
|
|
2.5
|
Reservation of Rights by the
Supplier . The Supplier
reserves the right to take the following actions at any time upon
sixty (60) calendar days prior written notice to the Distributor
without liability: (i) to add Products to be used within the
Segment, (ii) to modify the design of or upgrade the Products or
any part of the Products to be used within the Segment. The
Supplier shall be entitled to cancel Products upon one (1) year's
prior written notice to the Distributor.
|
|
3.
|
Trademarks and intellectual
property rights
|
|
3.1
|
Ownership to Trademarks and other
intellectual property rights:
|
|
3.1.1
|
The Supplier shall have exclusive
ownership to all Trademarks and other intellectual property
rights connected to products invented and/or developed by the
Supplier.
|
|
3.1.2
|
The Distributor shall have exclusive
ownership to all Trademarks and other intellectual property rights
connected to products invented and/or developed by the
Distrib
|
 |