EXCLUSIVE RIGHTS, DISCLOSURE AND NON CIRCUMVENT AGREEMENT
This Agreement made on this day of December 1998 by and between International
Welding Association, Kiev, Ukraine, (hereinafter referred to as "IAW"), Gas
Institute of National Academy of Sciences of Ukraine, (hereinafter referred to
as "GAS"), and Consortium Service Management Group, Inc. of Corpus Christi,
Texas with representation offices in Kiev, Ukraine (hereinafter referred to as
"CSMG").
Purpose of the Agreement
CSMG, IAW and GAS hereby agree to enter into a program of mutual cooperation for
the purpose of realization of development of the technology for purifying of the
methane gas and removing carbon dioxide de as well as the necessary equipment,
technological improvements if necessary, testing, marketing, manufacturing,
distribution and licensing of the technology for purifying of the methane gas
from carbon dioxide to the level required by the customer as well as the
necessary equipment.
Parties to the Agreement
IAW is a duly authorized and licensed Ukraine legal entity formed for the
purpose of international marketing, bringing in investors and valuation of
products developed by its members, interested entities from various countries
and Xxxxx is me of its founding members on commission from which IAW is
authorized to conclude contracts with interested entities from various
countries.
GAS is a duly authorized and licensed Ukraine legal entity of National Academy
of Sciences of Ukraine.
CSMG is a corporation duly registered in the state of Texas, headquarters in
Corpus Christi, Texas with representation offices in Kiev, Ukraine formed
expressly for the purpose of developing commercial business opportunities in the
former Soviet Union countries during its transition to a market economy.
DURATION OF THE AGREEMENT
This agreement shall be in force from the date of signature of principal
executive officers representing each side. It shall remain in force for three
years unless me of the sides declares in writing 'its desire to terminate any of
its provisions and receives approval from the other parties. agreement may be
extended by an addendum, signed by representatives of all sides, to that effect.
All parties shall honor all provisions on this agreement if a grant or financing
is completed with a CSMG introduced grant or funding source within two years
after termination of this agreement.
SUBJECT OF THE AGREEMENT
The purpose of the project is the development of technology for purifying of the
methane gas and removing carbon dioxide for the commercialization to the world
markets.
OBLIGATIONS OF THE PARTIES TO THE AGREEMENT
CSMG will arrange funding for the project, evaluate market, market the project
if it is marketable, coordinate the project with customers design engineers from
USA to work as part of the development team, coordinate with 1AW and GAS on the
project.
ln consideration of the time, energy, expense and expertise of CSMG in
successfully arranging funds IAW and GAS agree to assign to CSMG the exclusive
world rights for licensing, manufacturing, marketing and servicing of technology
for purifying of the methane gas and removing carbon dioxide as well as the
necessary equipment with marketing expected to begin in the USA, Canada and West
European countries for licensing, marketing, manufacturing, and distribution.
Such rights shall be shared by shared by IAW GAS as one entity and CSMG as the
other on a 50%/50% basis at the whole sale level, but CSMG has first right of
refusal for other markets of the world.
Exhibit 10.9
Page 1 of 3 Pages
CSMG has the night to attract additional partners for marketing, manufacturing
and distribution of technology for purifying of the methane gas and removing
carbon dioxide as well as the necessary equipment. The technology for purifying
fying of the methane gas and removing carbon dioxide as well as the necessary
equipment conception haw been developed and patented by the Ukrainian
scientists, patents shall be assigned to CSMG by the patent authors and GAS upon
completion of a formal contact between the parties. In the event it 'is
determined by all parties to this agreement that there are Important patentable
inventions which make economic sense, the patent shall be issued in the name of
the individual iinventor(s) and assigned to CSMG immediately upon patent filing
and issuance.
Gas will prepare the budget and state the price for the technology for purifying
of the methane gas from carbon dioxide as well as the necessary equipment by 31
December, 1998.
PROPRIETARY INFORMATION
For purposes associated with this agreement, it is agreed that it may be
necessary for the parties to disclose "proprietary information" to each other,
which disclosure shall be in accordance with the terms of this article.
As used 'In this agreement the term "proprietary information" shall mean:
Written commercial or technical information (Including financing, design and
manufacturing information) disclosed by one party to the other and stated by the
transmitting party in writing it is to be considered as proprietary or
confidential information so 'Indicated by an appropriate notation;
Orally or visually disclosed commercial or technical information which is
designated proprietary or confidential information at the time of disclosure and
confirmed in writing as such within a 30 day period-,
Drawings identified 'In xxxxxxx by the transmitting party to be proprietary or
confidential and so Indicated by notation;
Hardware, samples or models supplied by the transmitting party to the receiving
party, unless otherwise defined in writing.
Companies, 'institutes, entities, and other business concerns introduced by CSMG
or its associates shall be considered dered proprietary information of CSMG.
Each party agrees that it shall maintain the proprietary information of the
other 'in confidence, and disclose such information within its organization only
to those with a "need to know" and shall, without prior written consent of the
other party, except as provided herein, use such information or disclose such
information to any person or persons outside its organization.
The restrictions as to use and disclosure of information shall not apply to
information that was already known to the other party, *in the public domain or
generated independently by other source-, however, the burden of proof lies with
the receiving party.
All information, contracts, parties and opportunities being introduced will be
kept and held in strict confidence for a period of five years and released only
on a need to know basis.
Pursuant to this agreement IAW /Gas shall provide CSMG with information on the
technology for purifying of the methane gas and removing carbon dioxide. This
proprietary and confidential information belongs to IAW /Gas.
CONTRACT
Exhibit 10.9
Page 2 of 3 Pages
This agreement hereby expresses parties' intentions for commercialization of the
technology for purifying of the methane gas and removing carbon dioxide. Order
and conditions for realization of technology for purifying of the methane gas
and removing carbon dioxide as well as the necessary equipment project will be
stipulated in the official contract upon the receipt of financial availability
declaration from CSMG.
Dated this day of December 1998
Exhibit 10.9
Page 3 of 3 Pages
