EXCLUSIVE
DISTRIBUTION AGREEMENT - UNITED STATES, CANADA,
ISRAEL AND
THE UNITED NATIONS
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
all the Supplier's products in the United States, Canada and
Israel;
WHEREAS, the Supplier wishes to provide all such products
to the Distributor for distribution in such countries on an
exclusive basis;
NOW, THEREFORE,
in consideration of the Parties
promises and agreements set forth herein, the parties, each
intending to be legally bound hereby, do promise and agree as
follows:
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1.
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Definitions
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1.1
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In this Agreement the terms
mentioned below shall have the following meaning:
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Agreement
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Shall mean this agreement, including
schedules.
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Effective Date
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Means the date first written
above.
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Confidential Information
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Means any information of any kind or
nature whatsoever, whether written or oral, including, without
limitation, this Agreement, financial information, trade
secrets, customer
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lists and other information,
regarding the Parties and the Products, which is not known to
the general public.
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Products
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Means all the Supplier's products
from time to time.
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Term
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Means the period commencing on the
Effective Date and terminating as set forth in Clause 9
hereof.
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Territory
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Means United States, Canada,
and Israel.
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Trademarks
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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).
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UN
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Means the United Nations.
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USD
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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.
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2.
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Grant of Right to
Distribute
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2.1
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Appointment
. Subject to the terms and
conditions of this Agreement, the Supplier hereby appoints the
Distributor as its exclusive distributor of the Products within the
Territory and globally in respect of UN for the Term (see Clause
9), and the Distributor hereby accepts such appointment.
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2.2
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Restrictions on the Distributor's
Activities . The
Distributor shall not, directly or indirectly i) establish a
warehouse or sales office for the Products outside the Territory,
ii) engage in any promotional activities relating to the Products
directed primarily to customers outside the Territory except from
UN, or iii) solicit orders for Products from any prospective
customer located outside the Territory except from UN.
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2.3
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Restrictions on the Supplier's
Activities . The Supplier
shall not, directly or indirectly i) establish a warehouse or
sales office for the Products in the Territory, (ii) engage in any
promotional activities relating to the roducts directed
primarily to customers in the Territory or to UN, and (iii) solicit
orders for Products from any prospective customer located in the
Territory or from UN. The Supplier is entitled to participate
in scientific conferences, seminars, etc. within the Territory
without the Distributor's prior written consent.
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2.4
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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 and (ii) to modify the
design of or upgrade the Products or any part of the Products. The
Supplier shall be entitled to cancel Products upon one (1) year's
prior written notice to the Distributor.
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3.
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Trademarks and intellectual
property rights
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3.1
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Ownership to Trademarks and other
intellectual property rights:
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3.1.1
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The Supplier shall have exclusive ownership to
all Trademarks and other intellectual property rights
connected to products invented and/or developed by the
Supplier.
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3.1.2
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The Distributor shall have exclusive ownership
to all Trademarks and other intellectual property rights connected
to products invented and/or developed by the
Distributor.
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3.1.3
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The Supplier and the Distributor shall have
joint ownership to all Trademarks and other intellectual
property rights connected to products invented and/or developed
jointly by the Supplier and the Distributor.
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3.2
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Grant of Rights
. The Supplier hereby grants to the
Distributor for the Term,, and subject to the terms and
condit
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