IPAGREEMENT BETWEEN WILLIAMHARRY MOOK JR (“Licensor) AND ZEECOLINTERNATIONAL, INC. (“Licensee”)

IP AGREEMENT

BETWEEN

WILLIAM HARRY MOOK JR (“Licensor) AND

ZEECOL INTERNATIONAL, INC. (“Licensee”)

TIDS AGREEMENT is made on 12^th day of May 2017

BACKGROUND;

IT IS AGREED as follows:

1 Definitions

In this agreement:

“Business Days” means a day other than Saturday, Sunday or any day on which banks located in any part of New Zealand are authorized or obligated to close and includes a period commencing on 24 December in any year and ending on 5 January of the following year both days inclusive. A Business Day will be deemed to commence at 9.00am and to terminate at 5.00pm.

“Commencement Date” means 12, May 2017.

“Copyright” means the copyright subsisting in the original method and products.

“Exclusive Master License” means the right to access, receive and supply products and in conjunction with the Licensor to manufacture and produce products and for the purposes of any trade or business to sell, offer for sale or sub-license for use on such terms and conditions as the Licensee shall in its absolute discretion deem appropriate (including but not limited to the requirement for sub-licensees to purchase licenses and pay royalties to the Licensee) to any and all persons wherever situated and to the granting of sub-licenses under and in the terms and conditions of this agreement to all persons.

“Goods” means all products produced or manufacturedc by the Licensor and I or the Licensee.

“GST” means Goods and Services Tax as calculated and payable in terms of the Goods and Services Act 1985.

“Improvements” means modifications to, improvements in, developments from or additions to products and shall include promotional material.

“Net Sales” means the total revenues of the Licensee based on gross invoiced sales of the Products and excluding GST and other taxes (excepting taxes assessed in relation to the Licensees income and company tax), discounts, allowances, credits for returns, rebates, import duties and other governmental charges, freight and transportation charges and insurance of Products.

“Option” means the sixty (60) day option excisable in writing by the Licensee over Products other than those for the treatment of animal waste in which the Licensor holds The IP and/or the copyright.

“Person or Persons” shall include individual s (whether masculine or feminine), the Crown and any public body or local authority, and any board, incorporated or unincorporated society, company, firm, partnership, limited partnership, trustee corporation, trust, charitable body and any other body of persons, whether incorporated or not.

“Products means any products developed by the Licensor for the treatment of animal waste including but not limited to those developed by the Licensor for the Licensee and any other products in respect of which the Licensee shall later exercise the Option including any components of and modifications made to such products for any reason including but not limited to any component in the products or any governmental restriction that prohibits the sale of the unmodified products for any reason.

“Subsidiary” shall have the meaning ascribed to it by Section 5 Companies Act 1993.

“The IP” means the intellectual property rights to the methods and substances held by the Licensor in the products.

“Unit” means a single product being a Licensed Product.

2 The Grant

(a) cannot sell Products as herein defined to any other persons;

(b) enter into arrangements other than those contemplated by this agreement to commercialise the Products In New Zealand.

3 Payments, Consideration and Supply

(a) The sum of NZ$ 100,000 minimum or such larger amounts as are agreed to in advance for the second and subsequent years; The payments shall be made quarterly in arrears.

(b) A royalty amounting to 8% of the net sales of the Products payable quarterly in arrears.

(a) one-third of the proceeds that it shall receive for the grant of any sub-licence to third parties immediately on their receipt by the Licensee and will promptly provide a copy of any sub-licence document it enters into to the Licensor;

(b) Twenty per cent (20%).of all royalties payable by the Sub-Licensee to the Licensee with payment to be made to the Licensor by no later than I April for the proceeding year.

4 Copyright and the IP

5 Improvements

6 Confidentiality

(a) “Confidential Information” in this clause includes all inventions, techniques and information regarding the current or future business interests, methodology or affairs of either party or any person or entity with which they may deal or be concerned with and which has not previously been made public.

(b) Such Confidential Information includes matters of a technical nature, research and development information , notes, products, know-how, trade secrets, engineering or other data, specifications, processes, formulae, manufacturing, planning or marketing procedures, techniques or information, accounting procedures or financial information.

(c) Such Confidential Information also includes the possible or likely function, purpose or application of the above items whether in the current activities of either party or fields to which the activities of either party may reasonably extend from time to time; any part of, or improvements to the above items; any recommendation , test or report of either party or any of its consultants or agents in connection with the above items; and whether such Confidential Information is oral, written, recorded or stored by electronic, magnetic, electromagnetic or other process or otherwise in a machine readable form; translated from the original form, recompiled, made into a compilation, partially copied, modified , updated or otherwise altered; originated or obtained by, or coming into the possession, custody, control or knowledge of, either party performing its obligations under this agreement.

(a) initiate and maintain a system for the proper and secure custody of any Confidential Information within its custody or control; and

(b)  maintain complete and accurate records of the location of the Confidential Information within its custody or control (including all copies); and

(c) obtain the signature of confidentiality undertakings by its advisers, employees, and contractors, if reasonably required by the other parties .

(a) disclose and deliver to, or do everything necessary to procure the d disclosure and delivery to, the requesting party or as it may direct, all Confidential Information (including copies) which is in a physical form whether those copies are in the same form as the original or capable of being recreated into such or other form by any method;

(b) deliver any part of the Confidential Information which is stored by any means by which no original or copy is kept at the relevant time (but by use of any method, an original or copy may be re-created) by creating and delivering a printed copy of such Confidential Information to the requesting party or as it may direct, and then destroying the means of re-creation so as to prevent the future recreation of such Confidential Information ;

(c) certify in writing to the requesting party that it has returned all forms of Confidential Information and that it no longer has any part of the Confidential Information in its possession , custody or control;

(d) ensure that the requesting party, its officers or agents have access to the premises in which Confidential Information may be, or is supposed to be, or has been kept from time to time.

7 Term and Termination

7.4 Certain Parts of Agreement to Subsist. Termination of this agreement In any manner shall be without prejudice to the remedy of the Licensor to recover any payments then due and to the remedies of all parties in respect of any breach of this agreement. Such termination shall not prevent the sale by the Licensee of any Product which has been manufactured or is in the course of being manufactured in terms of the licence at the time of giving notice terminating this agreement.

8 Miscellaneous Clauses

The non-binding mediation procedure is:

(a) The party wishing to resolve a dispute by mediation (“the notifying party”) must give notice in writing of the dispute to the other party.

(b) The notice must state that a dispute has arisen and provide particulars of the dispute.

(c) When a notice of dispute is given in accordance with this agreement the parties will appoint a mediator by agreement within 14 business days, failing agreement the notifying party may request the then President of the Canterbury-Westland Branch of the New Zealand Law Society (or his or her nominee) to appoint a mediator.

(d) The parties will cooperate with the mediator in an effort to resolve the dispute.

(e) If the dispute is settled then the terms of settlement will be written up by the mediator and signed by the parties to the dispute.

(f) If the dispute is not settled within 30 business days of the appointment of the mediator, or within any extended time that the parties agree to in writing then the parties will no longer be bound by this mediation provision.

(g) The parties to this Agreement agree that all written statements given to the mediator or to each of them and any discussions between the parties or between any of the parties and the mediator during the mediation are inadmissible in legal or arbitral proceedings by any party other than the party that made them.

(h) The parties to any dispute will share equally the cost of the mediator ‘s fees and costs including travel, room hire and refreshments.

(i) Nothing in the forgoing provisions shall prevent any party to this agreement from seeking urgent interlocutory relief from any court of competent jurisdiction.

(j) Any dispute which is not settled by mediation is, at the notifying party ‘s election, to be referred either to a court of competent jurisdiction or to arbitration in accordance with the Arbitration Act 1996 or any re-enactment of it.

Licensor: Cl- 57 A Nayland Street, Sumner, Christchurch, New Zealand EmaiI: admin@canterbury legal.co.nz

Licensee: 57A Nayland Street, Sumner Christchurch 8081 Email: ***@***

Each of the Parties will give notice to the other of the change or acquisition of any address or telephone, cell phone or email address at the earliest possible opportunity but in any event within 48 hours of any such change or acquisition.

(a) This Agreement is governed by New Zealand law in every particular including formation and interpretation and shall be deemed to have been made in New Zealand.

(b) Any proceedings arising out of or in connection with this Agreement may be brought in any court of competent jurisdiction in New Zealand.

(c) The submission by the parties to such jurisdiction shall not limit the right of any party to commence any proceedings arising out of this Agreement in any other jurisdiction it may consider appropriate.

(d) Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with the notice service provisions in clause 8.9.

IN WITNESS whereof this agreement has been executed the day and year first hereinbefore written.