BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-200903____ awarded to Jet Black Kenya Limited
BIOSPHERE
DEVELOPMENT CORP
(BAHAMAS)
BIOSPHERE
TECHNOLOGY LICENSE
AGREEMENT
License
number BTLA-200903____
awarded
to
Jet Black
Kenya Limited
23rd
December 2008
Biosphere Development Corp hereby
licenses Jet Black Kenya
Limited on a non-exclusive
basis for an initial period of 5 years with subsequent rollover options for
further 5 to 10 year periods, providing Jet Black Kenya Limited 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 Africa 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 Jet Black Kenya Limited are and shall remain at
all times the sole property of Dr CA ▇▇▇▇▇▇▇▇▇, and that ▇▇▇▇▇▇▇▇▇ shall retain
all other rights to the Biosphere System Technology in accordance with the
contractual agreements between ▇▇▇▇▇▇▇▇▇ and Biosphere Development Corp
(Bahamas).
Dr. CA
▇▇▇▇▇▇▇▇▇, Chairman
Biosphere
Development Corp
▇.▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇.
This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on December 1, 2008 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 Jet Black Kenya Limited (hereinafter referred to as " JET
BLACK") a Kenyan Corporation (No. 117593) its owners, subsidiaries, affiliates,
successors and or assigns, a corporation incorporated under the laws of the
State of Kenya, with an address at ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
; both
hereinafter collectively referred to as "the Parties".
The
Parties acknowledge that Dr. CA ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇) 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 ▇▇▇▇▇▇▇▇▇
has assigned to BDC for purposes of commercial marketing, manufacturing and
development (hereafter "System" or "Systems"). The Parties further acknowledge
and declare that ▇▇▇▇▇▇▇▇▇ is a third party beneficiary to this
Agreement.
BDC
hereby permits JET BLACK KENYA, on the basis of this BTLA, and JET BLACK hereby
acknowledges all of the obligations of this BTLA by which JET BLACK is allowed
non- exclusive use of the Biosphere technology and documentation for the purpose
of marketing, selling, leasing and operating Systems in Africa. The Parties
agree that this BTLA is given by BDC to JET BLACK 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 JET BLACK are and shall
remain at all times the sole property of ▇▇▇▇▇▇▇▇▇ and that ▇▇▇▇▇▇▇▇▇ shall
retain all other rights to the System in accordance with the assignment provided
by ▇▇▇▇▇▇▇▇▇ to 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 JET BLACK to such technological information as is
needed for JET BLACK 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 five years in return for:
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1). JET
BLACK selling ______Biosphere Process System’s per year; plus
3). The
payment to BDC by JET BLACK of an annual royalty equal to ____% of the gross
revenue generated by the use of Biosphere System sold under this license for the
complete operational life time of the Systems. 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
Biosphere Process System manufacturing facilities in some of the countries
licensed to JET BLACK if commercially viable.
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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 JET
BLACK, 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.
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6.
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Consents, Further
Instruments and Cooperation.
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JET BLACK
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 JET BLACK’s
reasonable request. JET BLACK will execute and record all other instruments
required from time to time by BDC or ▇▇▇▇▇▇▇▇▇, including but not limited to the
execution and recordation of documents evidencing the rights and title of BDC or
▇▇▇▇▇▇▇▇▇ in and to the Systems.
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7.
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BDC's
Use of the Systems
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BDC
retains hereby and by way of its assignment from ▇▇▇▇▇▇▇▇▇ 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. JET
BLACK 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
▇▇▇▇▇▇▇▇▇. JET BLACK 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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JET BLACK
may not assign this BTLA or any obligation herein without the prior written
consent of BDC, which will not be unreasonably withheld. JET BLACK is
not restricted from assigning portions of its obligations to subsidiaries while
in the process of purchasing and operating additional systems, nor is JET BLACK
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.
JET BLACK 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
JET BLACK 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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JET BLACK
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. JET BLACK 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 JET BLACK in. a suitably
secure fashion so as to avoid their unintended dissemination to unrelated third
parties or competitors of BDC. JET BLACK is expressly forbidden from providing any
information, documentation, designs, plans or operating information to any third
party without the express written consent of both ▇▇▇▇▇▇▇▇▇ 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 Commonwealth of the Bahamas, and the parties irrevocably
submit to the non-exclusive jurisdiction of the courts of the Commonwealth of
the Bahamas 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 Jet Black Kenya Limited :
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Mr
Elisha Keshoney
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President
& Chief Executive Officer
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Jet
Black Kenya Limited
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▇.▇.
▇▇▇ ▇▇▇▇-▇▇▇▇▇.
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▇▇▇▇▇▇▇
▇▇▇▇▇.
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Tel
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, + ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Fax
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+25420
▇▇▇▇▇▇▇
|
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Email.
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▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
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If
to BDC:
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Dr.
CA ▇▇▇▇▇▇▇▇▇
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Chairman
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Biosphere
Development Corp
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▇.▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇▇▇.
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Tel
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▇▇
▇▇▇ ▇▇▇ ▇▇▇▇
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Fax
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▇▇
▇▇▇ ▇▇▇ ▇▇▇▇
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Email
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▇▇▇▇▇@▇▇▇▇▇.▇▇
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13.
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Relationship
of the Parties.
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The
relationship between JET BLACK 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 JET BLACK 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.
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15.
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Jurisdiction.
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This
Agreement shall be governed by and construed in accordance with the Laws of the
Canton of Geneve Switzerland. Where any dispute (other than an invoice dispute
which shall be determined in accordance with the provisions of this sales
agreement) arises between the Parties in connection with or in consequence of
the terms of this Agreement, the Parties shall immediately enter into bona fide
discussions and use all reasonable endeavours to resolve such dispute amicably.
If the Parties fail to resolve any dispute within fifteen (15) days of the first
notification of such a dispute by either Party to the other, the matter shall be
submitted to the non-exclusive jurisdiction of the Canton of
Geneve.
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IN
WITNESS WHEREOF, the parties have executed this BTLA the 23rd day of
December 2008.
FOR
Biosphere Development Corp (Bahamas)
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BY:
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Witness:
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|||
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Dr.
CA ▇▇▇▇▇▇▇▇▇
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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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▇.▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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||||
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▇▇▇▇▇▇
▇▇▇▇▇▇▇.
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For
and on behalf of Biosphere Development Corp
(Bahamas).
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||||
FOR JET
BLACK KENYA LIMITED
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BY:
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Witness:
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Mr
Elisha Keshoney
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||||
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President
& Chief Executive Officer
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Jet
Black Kenya Limited
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P.O.
Box 6559-00200.
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||||
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Nairobi
Kenya.
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And now
enter Dr. CA ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇
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