CARBON DEVELOPMENT AGREEMENT THIS AGREEMENT is dated January 14, 2011 BETWEEN: BIO-CARBON SOLUTIONS INTERNATIONAL INC A Nevada corporation having an address at: Sault Ste Marie, Ontario, Canada P6A 2Z5 As “BCSI” AND: BASIA HOLDINGS, INC. A Tennessee...
THIS AGREEMENT is
dated January 14, 2011
BETWEEN:
BIO-CARBON
SOLUTIONS INTERNATIONAL INC
A Nevada
corporation having an address at:
000 Xxxxx
Xx Xxxx, xxxxx 000
Xxxxx Xxx
Xxxxx, Xxxxxxx,
Xxxxxx
P6A 2Z5
As
“BCSI”
AND:
BASIA
HOLDINGS, INC.
A
Tennessee corporation having an address at:
00 Xxxx
Xxxxxxx Xxxxxxx ˜ Suite 311 ˜ Xxxxxxxx, XX 00000
As
“BASIA”
WHEREAS:
BCSI is
a carbon project development firm with exclusive know how for the
quantification, management, monitoring and sale of carbon credits or
environmental benefits “Carbon credits”;
AND
WHEREAS
BASIA is
a coal resource development company with the exclusive ownership of lands which
cover 9,000 acres of
heavily forested lands in Grundy County,
Tennessee and which contains approximately 52,000,000 tons of recoverable coal
that may be extracted by surface and underground mining methods “The
Project”.
AND
WHEREAS
Carbon
credits can be generated from various methodologies and generated from using a
broad spectrum of technologies or methodologies that reduce the emissions of
greenhouse warming gases, which include the type of activities that are
pertinent to The Project;
AND
WHEREAS
BCSI and
BASIA wish to collaborate for the development and sale of carbon credits that
may be derived from the Project;
AND
WHEREAS
BCSI and
BASIA wish to enter into this Carbon Development Agreement (the
“CDA”) which
grants to BCSI the exclusive rights for the development of the carbon credits
derived from The Project.
NOW, THEREFORE, in
consideration of the premises and the mutual promises and covenants herein, the
parties hereto (the “Parties”, or
individually the “Party”) agree as
follows:
PART
I
AGREEMENT
2.1 This
CDA grants exclusive rights to BCSI for the development of carbon credits or
carbon offsets or environmental benefits derived from the Project including
projects developed by BASIA’s subsidiaries.
.
PART
2
TERMINATION
3.1 This
CDA shall be effective upon the date hereof, and shall continue in full force
and effect unless the other Party becomes bankrupt.
3.2 The
Parties acknowledge and agree that the rights and obligations of any Party that
have accrued prior to the expiration of this Agreement or which are expressed to
survive such expiration shall not be affected by the termination of
this CDA.
PART
3
COMPENSATION
BASIA
shall pay BCSI 20 % of the net Cash Flow from the sale of carbon credits
generated by BCSI on behalf of BASIA. Payment is due on December 31
of each year.
PART
4
INTELLECTUAL
PROPERTY
Except
with agreed specifically in writing, BCSI Inc and BASIA shall retain ownership
and title of all their respective assets, intellectual property related to
technologies, business know-how, trademarks, business contacts, access to
government capital and loans for business development including future
improvements and modifications.
PART
5
CONFIDENTIALITY
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5.1
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Each
Party shall treat as confidential information this CDA, the subject matter
hereof, and all other discussions, draft agreements, agreements,
information, reports, data, test results, marketing, product and cost
information, business opportunities, knowhow, research and analyses
related to the Parties’ Technologies or this CDA the “Confidential
Information”). The standard of care to be used in protecting
the Confidential Information hereunder shall be the same degree of care
the Parties use to protect their own confidential information, but in any
event, shall not be less than a reasonable degree of care practised by
diligent and prudent persons in similar
circumstances.
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5.2
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Confidential
Information shall be used by the receiving Party only for purposes of the
actions specifically contemplated by this CDA and shall be promptly
returned to the disclosing Party on the written request of the disclosing
Party. Each Party shall restrict the disclosure of Confidential
Information to those of its employees and agents who have a need to know
such information relative to this CDA and shall only disclose such
Confidential Information to those persons who have agreed to receive, hold
and use such information subject to the terms and restrictions of this
CDA.
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5.3
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Notwithstanding
the above, this section imposes no obligation on the receiving
Party with respect to information
that:
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(a)
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is
or becomes a matter of public knowledge through no fault of the receiving
Party,
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(b)
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is
rightfully received by the receiving Party from a third party without a
duty of confidentiality,
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(c) is
required to be disclosed by law, or
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(d)
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is
disclosed by the receiving Party with the disclosing Party's prior written
consent.
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PART
6
COVENANTS,
REPRESENTATIONS & WARRANTIES
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6.1
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Each
Party represents and warrants that it has all corporate approvals and the
independent right and power to enter into this
CDA.
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6.2
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BASIA
and BCSI agree that BCSI offer no guaranty regarding the eligibilty of the
project with respect to carbon credits. BCSI will exert best
efforts to secure carbon credit benefits to
BASIA.
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6.3
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BASIA
agrees that BCSI is a carbon development company and has carbon
development agreements with other parties who may or may not compete with
BASIA.
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PART
7
LIMITATION
OF LIABILITY
Except
with respect to obligations of confidentiality and restrictions on use set forth
herein, neither Party will be liable for any indirect, special, incidental or
consequential damages of any kind, including lost profits, lost revenues, lost
business opportunities, failure to realize expected savings, or other commercial
or economic losses of any kind arising out of, in connection with,
or resulting from their performance under this Agreement, even if the other
Party has been advised of the possibility of such damage.
PART
8
DISPUTE
RESOLUTION
Except
for applications for injunctions or restraining orders, any disputes arising out
of or in connection with any binding provisions of this CDA or in respect of any
defined legal relationship associated therewith or derived therefrom will be,
insofar as lawfully possible, referred to and finally resolved or determined by
arbitration in Ontario, Canada and each party shall be responsible for its own
fees.
PART
9
NOTICES
Any
notice to be given by either Party to the other under this CDA will be in
writing and may be delivered personally, by facsimile or by first class prepaid
mail to the following addresses:
If to
BCSI:
Bio-Carbon
Solutions International Inc
000 Xxxxx
Xxxxxx, Xxxxx 000
Xxxxx Xxx
Xxxxx, Xx X0X 0X0 Xxxxxx
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Attention:
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Xxx
X Xxxxxxxx
|
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Facsimile:
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000 000 0000 |
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Email:
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xx0@xxx-xxxx.xxx |
If to BASIA HOLDINGS,
INC
Basia
Holdings, Inc.
00 Xxxx
Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000 XXX
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Attention:
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Xxxx
X. Xxxxxxxx
|
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Facsimile:
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516 546 6220 |
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Email:
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xxxxxxxxx@xxxxx.xxx |
or to
such other address as may be designated by written notice given by either Party
to the other Party.
Notices
delivered in person or by facsimile will be effective on the date of such
delivery. Notices issued by mail will be effective on the third business day
following the date that the envelope containing the notice is postmarked unless
between the time of mailing and the time the notice is deemed effective
there is an interruption in postal service, in which case, the notice will not
be effective until actually received. In the event of a postal strike or
lockout, notices or demands under this CDA must be delivered personally or by
facsimile.
PART
10
GENERAL
PROVISIONS
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10.1
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Partnership:
Nothing in this CDA is intended to imply the existence of a partnership,
joint venture, or agency relationship between the
Parties.
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10.2
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Time of
Essence: Time is of the essence with respect to this CDA and the
performance of each obligation of each Party hereunder unless otherwise
expressly stated.
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10.3
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Amendments:
No modifications, waivers or amendments to this CDA shall be effective
unless in writing and signed all
Parties.
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10.4
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Assignment:
Neither Party may assign or transfer this Agreement or any of its rights
or obligations under this CDA, without the prior written consent of the
other party.
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10.5
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10.6
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Costs: Each
Party will be responsible for its own costs in relation to any activities
covered by this CDA and the negotiation of the Commercial Agreements,
unless otherwise indicated.
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10.7
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Further
Assurances: Each Party will execute and deliver such further and
other agreements, documents and instruments and do such further acts and
things as are within its power and as may be necessary or desirable to
fully implement and carry out the terms of this CDA that are expressed to
be legally enforceable as and from the time of execution
hereof.
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10.8
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Entire
Agreement: This CDA supersedes any prior understandings, agreements
or proposals (written or oral) between the Parties as to the subject
matter of this CDA.
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IN WITNESS WHEREOF,
the Parties executed this CDA as of the date first above written.
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BIO-CARBON
SOLUTIONS INTERNATIONAL INC
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By:
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Dr..
Xxx X Xxxxxxxx
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Signature:
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/s/ Xxx
X. Xxxxxxxx
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Title:
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CEO
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BASIA
HOLDINGS, INC
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By:
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Xxxx
X. Xxxxxxxx
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Signature:
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/S/
Xxxx X. Xxxxxxxx
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Title:
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President
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.
