STRATEGIC ALLIANCE AGREEMENT 4C CONTROLS INC. SIRE CONTRACTING COMPANY
SIRE
CONTRACTING COMPANY
THIS
STRATEGIC ALLIANCE AGREEMENT, made by and between 4C Controls Inc. (“4C
Controls”) and Sire Contracting Company (“Sire”) as of this 18th
day of
August, 2008 (this “Agreement”).
WHEREAS,
4C Controls is a U.S. public company high technology systems integrator
providing state-of-the-art cutting edge comprehensive security, surveillance,
and access control solutions;
WHEREAS,
Sire has years of experience on new construction projects, major additions,
interior renovations, and small unique projects, including office buildings,
residential villas, industrial facilities, bridges, dams, underwater
construction and many other projects;
WHEREAS,
current projects of Sire include TechnoPark - Jebel Ali Free Zone, SAMA Lagoons,
Atlantis - The Palm Jumeirah and Jumeirah Park Villas; as defined in Annex
1
attached to this agreement.
WHEREAS,
Cultivating long-term relationships has been the foundation of success for
Sire,
together with the integrity and dedication of people, their professionalism
and
attention to safety and quality which is a core principal of Sire Contracting
Company;
WHEREAS,
the vision of Sire is to emerge as a leading market player in the construction
industry by touching new horizons of excellence and offering unique as well
as
cost effective solutions to customers; and
WHEREAS,
Sire desires to benefit from the expertise of 4C in exclusively providing and
implementing high technology security and surveillance solutions for its
projects and Sire desires to appoint 4C as its exclusive provider of security
and surveillance work for all its current and future projects (the “Strategic
Alliance”);
NOW,
THEREFORE, in consideration of these premises and of the mutual covenants,
representations and warranties set forth herein, which the parties agree is
adequate an sufficient in all respects, the parties agree as
follows:
1. OBJECTIVES
OF THE STRATEGIC ALLIANCE
The
objectives of the Strategic Alliance shall be to engage in the businesses set
forth below:
| (a) |
Sire
hereby appoints 4C Controls as its exclusive provider of security and
surveillance work for its current projects as defined in Annex 1 attached
to this agreement.
|
| (b) |
The
TechnoPark and JAFZA Project plan to build labour residence facilities
to
accommodate 20,000 laborers.
|
| (c) |
Phase
one is located at JAFZA South and Techno Park on plot no. S60701A and
plot
nos. TP 070108/TP070110 respectively (“Phase One”) to accommodate 6,000
laborers (3,000 laborers at each location)
|
| (d) |
4C
Controls and Sire acknowledge and agree to define and enter into work
specification documentation specifying scope the services to be rendered
by 4C Controls and products to be delivered, including, without
limitation, preliminary security risk assessments, responsive designs
for
such security risks, surveillance and access controls, project scheduling,
insurance bonds, delivery and implementation dates, payment dates,
operation and maintenance provisions, and terms and conditions pertaining
to the overall Build, Operate, Transfer and Finance parameters (the
“Work
Specification Documentation”).
|
| (e) |
4C
team will start working on Phase One of the TechnoPark Project immediately
upon mutual agreement of the parties on the Work Specification
Documentation.
|
2. REPRESENTATIONS
AND WARRANTIES OF SIRE
Sire
represents and warrants to 4C Controls as follows:
(a) Sire
has
been duly incorporated, and is a validly existing corporation under the laws
of
the United Arab Emirates and has full power and authority to enter into and
perform this Agreement.
(b) This
Agreement has been duly authorized, executed and delivered by Sire and
constitutes a valid and binding agreement of Sire, enforceable against Sire
in
accordance with its terms.
(c) No
consent, approval or authorization of or declaration or filing with any
governmental authority or other person or entity on the part of Sire is required
in connection with the execution or delivery of this Agreement or the
consummation of the transactions contemplated hereby.
3. REPRESENTATIONS
AND WARRANTIES OF 4C CONTROLS
4C
Controls represents and warrants to Sire as follows:
(a) 4C
Controls has been duly incorporated and is a validly existing corporation in
good standing under the laws of the State of Nevada, and has full power and
authority to enter into and perform this Agreement.
(b) This
Agreement has been duly authorized, executed and delivered by 4C Controls and
constitutes a valid and binding agreement of 4C Controls, enforceable against
4C
Controls in accordance with its terms.
(c) No
consent, approval or authorization of or declaration or filing with any
governmental authority or other person or entity on the part of 4C Controls
is
required in connection with the execution or delivery of this Agreement or
the
consummation of the transactions contemplated hereby.
4. CONFIDENTIALITY
Each
party shall hold and shall cause its respective representatives to hold in
confidence all confidential information made available to it or its
representatives by the other party, directly or through the Company, and shall
not pass such information on, wholly or partly, to third parties without the
written consent of the other party, unless such information (i) becomes
generally available to the public other than as a result of a disclosure by
such
party or its representatives, (ii) becomes available to such party from other
sources not known by such party to be bound by a confidentiality obligation,
(iii) is independently acquired by such party as a result of work carried out
by
any employee or representative of such party to whom no disclosure of such
information has been made; or (iv) is required by law or applicable regulation
to be disclosed by one of the parties. Any and all intellectual property
included in the designs, services or products in any form or media which are
disclosed or delivered to Sire or third parties in connection with the Strategic
Alliance shall remain the sole property of 4C Controls unless or until express
written transfers of such intellectual property are signed and delivered by
an
authorized officer of 4C Controls.
5. TERM;
OTHER VENTURES
(a) The
initial term of this Agreement shall be for a period commencing on the execution
of this Agreement and continuing until the third anniversary of the date of
this
Agreement (the “Initial Term”) and shall thereafter automatically renew for
additional one year renewal terms (each, a “Renewal Term” and together with the
Initial Term, each, a “Term”) unless either party gives prior written notice of
not less than 90 days prior to the respective expiration date of such Term.
This
Agreement may be terminated prior to the end of any Term by mutual written
consent of the parties.
(b) Other
than the appointment by Sire of 4C Controls as the exclusive provider of
security and surveillance solutions to for Sire, nothing herein shall obligate
either party in respect of exclusivity or limit the extent of other business
activities in which the parties may respectively be involved or have direct
or
indirect interests.
6. DISPUTE
RESOLUTION
Any
dispute or disagreement arising between the parties that is not settled within
ninety (90) days (or such longer period as may be mutually agreed upon) from
the
date that either Party notifies the other in writing that such dispute or
disagreement exists, shall be settled under the Rules of Arbitration of the
International Chamber of Commerce in effect on the date that such notice is
given, by one arbitrator appointed in accordance with such Rules. Any such
arbitration shall take place at a location mutually agreed by the Parties
hereto, and in the case of a failure to agree within thirty (30) days of written
notice of a request to arbitrate by one Party to the other, then in London,
England and shall be conducted in the English language. Any resulting arbitral
award shall be final and binding upon the Parties and judgment may be entered
thereon, upon the application of either Party, by any court having jurisdiction.
Each Party shall bear its own costs in connection with the arbitration, provided
that the fees and expenses of the arbitrator will be shared equally by the
Parties unless the arbitral award provides otherwise.
7. MISCELLANEOUS
(a) This
Agreement may be amended only by a written instrument signed by both
parties.
(b) This
Agreement may not be assigned by either party hereto except with the written
consent of the other party; provided, however, that this Agreement may be
assigned to a corporation which shall succeed to the business of a party by
merger, consolidation, or the transfer of all or substantially all of the assets
of such party and which shall expressly assume the obligations of such party
hereunder.
(c) Any
and
all notices, requests, demands and other communications required or otherwise
contemplated to be made under this Agreement shall be in writing and in English
and shall be deemed to have been duly given (a) if delivered personally, when
received, (b) if transmitted by facsimile, upon receipt of a transmittal
confirmation, (c) if by international courier service, on the second business
day following the date of deposit with such courier service, or such earlier
delivery date as may be confirmed to the sender by such courier service. All
such notices, requests, demands and other communications shall be addressed
as
set forth on Annex A attached hereto, or in each case to such other address
or
facsimile number as the party may have furnished to the other party in
writing.
(d) In
the
event of the invalidity of any part or provision of this Agreement, such
invalidity shall not affect the enforceability of any other part or provision
of
this Agreement.
(e) No
waiver
by any party of any default in the performance of or compliance with any
provision herein shall be deemed to be a waiver of the performance and
compliance as to any other provision, or as to such provision in the future;
nor
shall any delay or omission of any party to exercise any right hereunder in
any
manner impair the exercise of any such right accruing to it thereafter. No
remedy expressly granted herein to any party shall be deemed to exclude any
other remedy which would otherwise be available.
(f) The
parties shall conduct the Strategic Alliance as independent contractors and
not
as employees or partners. It is expressly understood and agreed to by the
parties hereto that the Strategic Alliance shall not constitute authority to
act
for, represent or bind one party by the other party or any affiliate thereof
in
any manner.
(g) Nothing
herein express or implied, is intended to or shall be construed to confer upon
or give to any person, firm, corporation or legal entity, other than the parties
hereto and their affiliates, any interests, rights, remedies or other benefits
with respect to or in connection with any agreement or provision contained
herein or contemplated hereby.
(h) This
Agreement constitutes the entire agreement among the parties with respect to
the
subject matter hereof and shall supersede all prior understandings and
agreements between the parties with respect to such subject matter. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
IN
WITNESS WHEREOF, the parties hereto have duly signed this Agreement as of the
day and year first above written.
| By: |
/s/
Olivier de Vergnies
|
Name:
Olivier
de Vergnies
Title: Chief
Executive Officer
SIRE
CONTRACTING COMPANY
| By: |
/s/
Xxxxx Xxxxxx
|
Name:
Xxxxx
Xxxxxx
Title: Chief
Operating Officer
Annex
A
Addresses
for Notices
Rockefeller
Center
0000
Xxxxxx xx Xxxxxxxx, 0xx Xxxxx
Xxx
Xxxx,
XX 00000
Attention:
Olivier de Vergnies, CEO
With
Copies to:
Wuersch
& Xxxxxx LLP
000
Xxxx
Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxxxx X. Xxxxxx
Sire
Contracting Company
X.X.Xxx
00000
Xxxx
0
Xxxxxxxx
Xxxxxx
204/205
Barsha,
Dubai
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6
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