[EXHIBIT 10.9]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
Our Reference: RT-CA08-K80314-02
Consultancy Agreement for Nano-Confined Catalytic Oxidation
(NCCO) Air Sterilizing / Deodorizing System
Supplier: RHT Limited
4B The Annex Building, Entrepreneurship Center,
The Hong Kong University of Science and Technology,
Clear Water Bay, Kowloon, Hong Kong
Consultant: China Clean & Renewable Energy Limited
Rm 286, 2/F, Shui On Centre,
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1 RIGHTS' TO TERRITORY
The SUPPLIER grants the CONSULTANT the rights to
introduce the use of license right relating to the
NCCO Air Sterilizing / Deodorizing Systems
technology to the Customer in accordance with the
Product Specification hereafter called "Product" and
the Customer list hereafter called "Territory"
identified in Schedule "A" attached.
Note: RHT Limited (RHT) is deemed the "SUPPLIER"
and grants the CONSULTANT the rights only during the
validity period where RHT is holding the exclusive
rights to market the Product manufactured by 3rd
parties and covering the area stipulated above.
2 LEGAL STATUS OF DISTRIBUTOR
The CONSULTANT will have the right to introduce the
use of license right relating to the NCCO air
purification technology being referred as the
"Product" in RHT's name to the Customer within the
Territory as specified in article no. 1 of this
agreement. The Product is used as application and
enhancement features which could be integrated into
the Customer's end product. The product
specification complete with patent application
number is specified and being referred in Schedule
"A" of this agreement attached.
3 MARKETING AND SALES
Page 1 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
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RHT RHT LIMITED
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REGENERATION . HOPE . TRUST
_______________________________________________________________________
The CONSULTANT agrees to effectively promote, and
market the Product in the territory.
The CONSULTANT agrees to work closely with the
SUPPLIER in identifying the target market sectors,
establishing the communication link between the
Customer and the SUPPLIER on new product
development.
The CONSULTANT agrees to follow through with the
Customer on all action tasks identified until a
final sales agreement between the SUPPLIER and
Customer is reached.
The SUPPLIER shall furnish the CONSULTANT with
quantities of his sales literature.
The SUPPLIER will hold the right on negotiation of
the unit price on use of the license right to be
sold to the Customer by RHT.
Upon a sales agreement is reached on use of the
license right between the SUPPLIER and Customer, it
is the responsibility of the SUPPLIER to advise the
CONSULTANT in writing within seven (7) work days.
The SUPPLIER is responsible to invoice the Customer
directly on any use of the license right based on
the sales agreement set forth between the SUPPLIER
and the Customer.
4 TECHNICAL SUPPORT:
The SUPPLIER is responsible to manage the technical
support to the Customer in using of the NCCO air
purification during the product development phase.
5 PROFIT SHARING
5.1 Commission:
The SUPPLIER agrees to share with the CONSULTANT
with a 25% profit based on the total non exclusive
licensing fee obtained from the Customer in any
given transaction as specified in Article no. 3 of
this agreement.
In the event that the sales transaction involves
using of license right and selling of NCCO filters
to the Customer, the profit sharing will be revised
from the aforementioned original profit sharing of
the 25% based on license fee to Customer to a 10%
Page 2 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
profit sharing based on the actual selling price of
the NCCO filter instead. The SUPPLIER agrees to
advise the CONSULTANT in writing complete with
supportive documents prior to any transactions which
may fall into this category.
5.2 Payment term:
Payment to the CONSULTANT will become due net 30
days after a confirmed order has been received from
the Customer to the SUPPLIER and the SUPPLIER
invoice to the Customer has been issued.
6 PROHIBITION OF COMPETITION
The SUPPLIER agrees to pass all enquiries, orders,
communications or leads from the Territory regarding
the Product to the CONSULTANT. The CONSULTANT shall
not market any product that is in conflict to the
SUPPLIER's Product.
7 TRADEMARKS
The Product shall be sold and advertised under the
proper Trademark and Logotypes of the SUPPLIER
(hereafter called Trademark). The CONSULTANT shall
only use the Trademark on or in relation to the
Product as supplied by the SUPPLIER and not on any
other product. The CONSULTANT will also have the
possibility to purchase the Product as neutral
without Reign logo. After termination of this
agreement the CONSULTANT shall not use the Trademark
in any matter.
Page 3 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
8 SECRECY
8.1
The SUPPLIER will from time to time disclose to the
CONSULTANT or the CONSULTANT will otherwise learn
from the SUPPLIER information relating to the
Product or to supporting materials relating to the
Product (Confidential Information) including,
without limitation.
a) Manuals and other technical documentation,
including circuit drawings
b) Marketing information
a) Sales material
b) Trade secrets and know-how
c) All information indicated in this agreement
The CONSULTANT agrees that it will not use for its
own account or for the account of any third party
nor disclose to any third party any Confidential
Information except to the extend that such use or
disclosure shall strictly in accordance with this
Agreement or may be authorized by the SUPPLIER in
writing.
8.2
The CONSULTANT shall ensure that each of its
employees who may be involved in the performance of
the CONSULTANT obligations hereunder will abide by
the restrictions on use and disclosure set out in
this Clause.
8.3
The obligations set out in the Clause shall survive
the termination of this agreement. The CONSULTANT
shall not during the term of this agreement or
thereafter reveal any trade secrets of the SUPPLIER,
nor use such secrets otherwise than for the purposes
of this agreement.
9 VALIDITY AND CANCELLATION
This agreement enters into force on signature and
will be valid for five (5) year and afterwards for
one year at a time, if not cancelled by either party
in writing at least six months notice. Upon
cancellation or any termination of this agreement,
the SUPPLIER agrees to settle all outstanding
amounts due and attributed to the CONSULTANT
pursuant to actions or work undertaken by CONSULTANT
under this Agreement.
Page 4 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
10 PREMATURE TERMINATION
Either party shall have the rights to terminate this
agreement at any time with immediate effect if the
other party shall:
a) Commit a material breach of its obligations
hereunder and fail to remedy such breach within
thirty days after notice has been received in
writing specifying the breach.
b) Become bankrupt or insolvent, unable to pay its
debts as they fall due, pass a resolution for
wind-up or suffer a wind-up order, enter into any
composition with its creditors or cease business.
11 THE CONTRACT
11.1
All previous agreements arrangements between the
SUPPLIER and CONSULTANT are hereby cancelled. The
contract covers the entire understanding of the
parties and there are no other conditions or
obligations between the parties.
11.2
No variation, waiver of modifications of any terms
of this contract shall be valid unless in writing
and signed by both parties.
11.3
Subject to the clause above, the failure of either
party to enforce at any time of provisions of this
shall not be construed to be a waiver to enforce any
such provision.
11.4
The CONSULTANT shall refrain from assigning this
Agreement or any interest herein without the prior
written consent of the SUPPLIER.
Page 5 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
12 DISPUTES
The parties shall endeavor to settle any dispute in
direct negotiations.
Should such negotiations be unsuccessful the
disputes are to be settled by Arbitration through
Department of Justice in Hong Kong and conducted in
English Language.
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THE PARTIES HAVE THIS DAY AGREED TO THIS CONTRACT TO BE
EXECUTED BETWEEN THEM AND SIGNED BY THEIR AUTHORIZED
REPRESENTATIVES.
The SUPPLIER The AGENT
RHT Limited China Clean & Renewable Energy, Ltd.
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▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ Tat ▇▇▇ ▇▇▇▇.
Title: Sales Manager Title: President
Date: Date:
(Business Registration Number: (Business Registration Number:
21983675) 37707950)
Page 6 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
Schedule "A"
This Schedule shall form as a part of the Consultancy
Agreement with reference number _________ dated __________.
The subject schedule is used to identify the specification of
the "Product" and the sales "Territory" being referred in the
Consultancy Agreement as follows:
Product:
International Patent Information on NCCO Air Sterilizing /
Deodorizing Systems Technology
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International Patent F24F 3/16
Classification:
International PCT/CN02/00303
Application Number:
International Filing 29 April 2002 (29.04.2002)
Date:
Title: AIR CLEANER FILTER SYSTEM CAPABLE
OF NANO-CONFINED CATALYTIC
OXIDATION
Other Patent Information on NCCO Technology
-------------------------------------------
Country Application No File Date
-------------------------------------------------------
China Application No. 02828843.2 27 Oct 2004
HKSAR Application No. 05106827.1 09 Aug 2005
Japan Application No. 3114789 29 Oct 2004
US Attorney Docket:GIPAC/108/PC/US 25 Oct 2004
Europe Application No. 02727163.A 29 Oct 2004
* The Products above are the Products under patent from
SUPPLIER. Any additional products to be added to Schedule A
above needs to be sign-off by both SUPPLIER AND CONSULTANT.
Page 7 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
[LOGO]
RHT RHT LIMITED
[LOGO - ENGLISH & CHINESE]
REGENERATION . HOPE . TRUST
_______________________________________________________________________
Schedule "A" (continued)
Territory:
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Customer List:
No. Customer Name
--- -------------
1 3M Company
2 General Motors Corporation
3 Giabo (Chiap Hua International Limited)
4 Guangdong Midea Electric Appliances Company Limited
5 Haier Group
6 Honda Motor Co Ltd
7 Honeywell International Inc
8 Osim International Limited
* The Territory, and Customer list, to be included in the
above Schedule A, needs to be signed-off by written
confirmation by both SUPPLIER AND CONSULTANT.
* Both SUPPLIER and CONSULTANT agree to review the Customer
List identified individually by customer every twelve (12)
months from the signed off date of this Schedule.
Page 8 of 8
RM 4607, 4B THE ANNEX BUILDING, ENTREPRENEURSHIP CENTER,
THE HONG KONG UNIVERSITY OF SCIENCE AND TECHNOLOGY,
CLEAR WATER BAY, LOWLOON, HONG KONG
[ADDRESS IN CHINESE]
