SCHEDULE ONE LICENSE AGREEMENT Licensed Technologies for exclusive use within the territories defined under the License Agreement

 

1.

CLENERGEN shall grant FUTENCO AG  the licenses of any Intellectual Property (IP) held by CLENERGEN, and without limitation  including:

 

a.

EXCLUSIVE RIGHTS to a  license of any IP currently held by CLENERGEN in the following territories:

 

i.

Ghana

 

ii.

Guyana

 

iii.

Philippines

 

b.

FIRST RIGHTS OF REFUSAL to an exclusive license of any IP currently held by CLENERGEN of which licensing fees, royalties and or equity participation will be mutually agreed upon between the parties on a project by project basis. In the event that no projects are implemented within the next 12 month period, such first rights of following territories will be cancelled.

 

i.

Saipan

 

ii.

Guam

 

iii.

Brazil

 

iv.

Bahamas

 

v.

Dominican Republic

 

vi.

Haiti

 

vii.

Puerto Rico

 

d.

EXCLUSIVE DISTRIBUTION RIGHTS for the distribution of any and all IP held by CLENERGEN  in the following territories:

 

i.

Ghana

 

ii.

Guyana

 

iii.

Philippines

 

e.

FIRST RIGHTS OF REFUSAL exclusive distribution rights  of any IP currently held by CLENERGEN of which licensing fees, royalties and or equity participation will be mutually agreed upon between the parties on a project by project basis. In the event that no projects are implemented within the next 12 month period, such first rights of following territories will be cancelled.

 

i.

United States

 

ii.

Japan

 

iii.

South Korea

 

iv.

Saipan

 

v.

Guam

 

vi.

Brazil

 

vii.

Bahamas

 

viii.

Dominican Republic

 

ix.

Haiti

 

x.

Puerto Rico

 

f.

EXCLUSIVE RIGHTS to  IP held by CLENERGEN in the above territories shall include but not be limited to

 

g.

:

 

i.

The supply of high yielding bamboo saplings (“bamboo”) produced from tissue culture and shipped as net potted plants that are identical in character, asexual, non evasive, disease free at origin, non flowering and with a lifespan of 50 years. The price per sapling supplied in net potted plants will be supplied at cost plus 30% markup.

 

ii.

The supply of a  variety of Melia dubia saplings produced from cuttings and shipped as net potted plants, which can be harvested within  24 months from the date of planting and re-grow from their stub for up to 4 cycles before replanting. The price per sapling supplied in net potted plants will be supplied at cost plus 30% markup

 

iii.

The right to all improved strains and/or mother stock to the bamboo, Melia dubia and Marjestica.

 

iv.

The rights to new varieties of bamboo and Melia dubia produced from polyploidisation supplied and intellectual property and breeding rights for use within the licensed territories.

 

v.

All planting materials and fertilisers/pesticides will be supplied at invoiced cost price. Any and all discounts Clenergen receives from suppliers will be passed onto licensor.

 

vi.

The right to other species of tree or grass that Clenergen develops as an energy crop.

 

vii.

Access to all due diligence documentation pertaining to agronomy and technologies used by Clenergen for conversion of wood chips to energy and other products.

 

viii.

The right to use bamboo, Melia dubia and/or Marjestica as fuel for  gasification biomass power plants supplied by Ankur gasifiers along with manufacturing rights within the licensed territories as provided by the technology supplier.

 

ix.

The supply of Ankur gasifiers and exclusive territorial  rights to use of             Ankur Gasifiication power plants in all all territories listed in section 1a. and 1b. The Equipment will be supplied at cost plus 15% mark up (exlusive of applicable taxes.

 

x.

The right to use bamboo, Melia dubia and/or Marjestica as fuel for Envergent’s Rapid Thermal Processing Technology for producing Pyrolysis oil for use/sale to third parties within the licensed territories, inclusive of all test data and due diligence/verification  documentation.

 

xi.

The right to license any and all future renewable conversion technologies that may be developed and used by Clenergen in the future.

 

xii.

The right to use bamboo, Melia dubia and/or Marjestica as fuel for  producing wood pellets for use/sale to third parties within the licensed territories, inclusive of all test data and due diligence/verification  documentation.

 

xiii.

Nursery, Plantation Management, Scientific training services, which will be billed at cost.

 

xiv.

The supply of Agri Extension kit (1 Hectare = 1 Kit) at a cost price of $150.00 per box, including agronomy manual and one (1) full time nursery/plantation manager per 100 boxes shipped, anywhere in the licensed territories.

 

xv.

The use of Clenergen brand marketing materials branded for distribution by licensor, subject to pre-approval and strict guidelines of Clenergen Corporation, At all times the NEWCO will adhere to the branding specifications and procedures of CLENERGEN..

 

Additional Obligations of the Parties

 

 

CONDUCT OF BUSINESS. Except as set forth in this Agreement, from the date hereof until the Closing Date or the termination of this Agreement, the Parties will conduct each of their existing businesses in its normal and ordinary course.

 

NOTICES. All notices or other information deemed required or necessary to be given to any of the Parties shall be given at the following addresses via certified mail and fax transmittal to the aforesaid addresses.

 

FORCE MAJURE. Neither Party shall be deemed to be in breach or default of the Agreement as the result of any delay or nonperformance that is caused by flood, fire, storm, earthquake, or other act of god, war acts of the public enemy, riot, civil disturbance, strike, network outage, lockout or labor dispute, provided that the party whose performance is affected shall provide prompt written notice of delay or non-performance to the other Party and shall use commercially reasonable efforts to minimize the impact of the such delay or non-performance on the other Party.

 

GOVERNING LAW AND JURISDICTION.  The Agreement will be governed by the laws of Germany.  For disputes arising out of the Agreement, the Parties will consent to the jurisdiction of the local courts located in Frankfurt, Germany.

 

CONFIDENTIALITY.  The Parties hereto agree that they will not at any time during the Term of this Agreement, without the prior written consent of each of the Parties, disclose the existence of, or the terms and conditions set forth in this Agreement unless otherwise required by law or regulation.  In addition, all information shared by the Parties with each other pursuant to this Agreement shall be presumed confidential and proprietary and each Party hereby agrees to maintain all such information in confidence.  Only those individuals and representatives of the Parties or prospective investors in the newly formed entity, and its respective legal and financial advisors, with a need to know and for the sole basis of advising the respective Parties concerning the transactions contemplated hereby, shall be permitted to receive knowledge of the information contained herein.  Information that is or becomes generally available or known to the public through no fault of the Parties, is subsequently disclosed by a Party to this Agreement to a third party that is not also under any obligation of confidentiality, or is required to be disclosed pursuant to a judicial process, government investigation, legal proceeding or other similar process shall not be considered confidential for the purposes of this Agreement.

 

 

COUNTERPARTS. This Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

 

OTHER TERMS.  The Agreement will include other standard terms as the Parties mutually agree.

 

ENTIRE AGREEMENT. This Agreement shall operate as the definitive binding agreement and shall supersede and replace all prior or contemporaneous communications (written or oral) between the Parties and their representatives and may only be modified or amended by a writing signed by the Parties.  This Agreement contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter hereof and any and all prior discussions, negotiations, agreements, communications and understandings related hereto are hereby merged herein. No representations, or otherwise, expressed or implied, other than those contained herein have been made by any Party hereto.