TECHNO-COMMERCIALAGREEMENT

 

Project  1   Adaptability Trial of Bamboo and Melia dubia in the Philippines.

 

2.

Project  2 Yield Performance of a Bamboo , and Melia dubia

 

3.

Project  3 Yield Performance of Bamboo and Melia dubia Intercropped with other cash crops.

 

4.

Project  4   Data base on Alternative Feedstock Materials for Biomass Gasifier.

 

1.

Develop, document and confirm agronomic protocols leading to the development of best practices in the large scale cultivation of biomass plants covered by this undertaking

 

2.

Develop and document intellectual property rights emanating from this Agreement

 

3.

.

 

4.

Replicate similar project arising from this agreement in other sites under the guidance of Clenergen

 

1.

On behalf of Clenergen, serve as the demonstration forum for the nursing, propagation of bamboo and Melia dubia  in the Philippines;

 

2.

Allocate 3 Hectares of land on campus for conducting demonstration trials.

 

3.

Coordinate with Growmore on Bamboo nursing and growth of plantlets;

 

4.

Coordinate with Biomass2Biopower Limited on Melia dubia nursing and growth of plantlets

 

5.

Respond to Bureau of Plant Industry’s requirements for bamboo per approved import permit dated October 5, 2010;

 

6.

Apply for an import permit for Melia dubia.

 

7.

Submit the appropriate documents plus details to include, but not limited to the following: Detailed budget of expenditures and timing of the expenditures.

 

8.

Submit monthly status reports.  Conduct joint review of the project on a regular basis and special review if deemed appropriate and necessary by Clenergen

 

9.

Maintain a record and log-book of the monthly activities and development on the project

10.

Allow the use of the facilities and manpower of the RSU

11.

Allow duly authorized officers and personnel of Clenergen to have access into the project premises and records at reasonable hours and with prior notice from Clenergen

12.

Ensure the completion of projects in accordance with the terms of reference and timelines provided.

13.

To prepare the terminal report at the completion of the project

14.

To allow Clenergen to undertake activities that is consistent with the provisions of this Agreement.

 

1.

To provide the funding required as per attached budget.  Through a Trust Fund created especially for project and shall be released on progress billing basis and/or as per instruction of Clenergen.  It is understood that Clenergen has full control regarding the usage of the funds.

 

2.

To provide assistance of Clenergen Agronomy Experts when deemed necessary to enhance the value of the project

 

3.

To cover any and all cost associated with the registration of intellectual property rights/patents  resulting from the research project, including the establishment of trademark

 

4.

To review project as it progresses and come up with schemes to enhance whatever business values that will be generated

 

5.

To provide supervision to facilitate the completion of specific projects

 

6.

Sign attached Non-Disclosure Agreement

 

1.

Intellectual Property rights generated from this project shall be the property of Clenergen

 

2.

All commercial activities arising from this Agreement will be handled by Clenergen

 

3.

This agreement and all subsequent agreements shall be subject to the provisions of the Memorandum of Agreement mentioned in the Premises including the attached NDA.

 

4.

In case of conflict between the provisions of this Agreement and the provisions of agreement for specific project to be entered into by the herein, the Parties agree towards its amicable settlement

 

5.

This Agreement has a term of one(1) year and may be terminated earlier by Clenergen at its option in its sole judgment the potential commercial contribution of the research project will not justify the future additional cost.  If such event happens, Clenergen will turnover by way of assignment every and all assets, physical and intellectual unto RSU who may at RSU’s option, decide to continue with the research project.  Likewise, this agreement may be renewed or extended, subject to terms mutually agreed by the Parties.

By:

By:

/s/Antonio A. Gimenez

/s/Jeter S. Sespene

President

President

1.

Romblon University will be the host entity for the demonstration trials and will be responsible for the administration of the project pursuant to an agreement including administrative and logistic support.

2.

Growmore Biotech will be responsible for all the component of the project pertaining to Bamboo.

3.

Clenergen Philippines Corporation to provide overall supervision of the project.

1.

Develop in vitro protocol for the mass propagation of tissue cultured bamboo in Adpudlos, Romblon, Philippines

2.

Identify the cultural management practices of tissue cultured bamboo

3.

Conduct training to enhance capability of farm technicians and farmers in technical and productive plantation

4.

Establish data base of Agri-waste as Alternative Feedstock Materials  for Biomass Gasifier

 

1.

Developed protocol on  bamboo propagation in Adpulos, Romblon, Philippines

 

2.

Identified cultural management practices   of tissue cultured  bamboo

3.

Conducted training to enhance capability of farm technicians and farmers in technical and productive plantation of bamboo

4.

Established data base of Agri-waste as Alternative Raw Materials  for Biomass Gasifier feedstock

1.

Improved knowledge on propagation of bamboo.

2.

Improved quality and production of bamboo in Romblon.

3.

Improved production, collection, and supply mechanism.

4.

Proved bamboo species has superior yield performance in local condition.

5.

Addressed market demands.

6.

Improved economic and financial status of local farmers.

7.

Improved land management and production system.

8.

Developed adaptation mechanisms to climate change.

9.

Liberate Romblon from among top poorest into progressive province in region IV.

10.

Sustained feedstock demand for gasification power plant.

1.

9 municipalities of Tablas Island

2.

1 biomass gasifier energy generator

3.

Bamboo handicraft & furniture makers

4.

100 bamboo farmers

6.

Suppliers and Service providers

1.

Growmore protocol which will take into consideration the parameters defined by Bureau of Plant Industry per its approval to import Bamboo dated October 5, 2010.  Ms. Selvanayaki of Growmore shall be primarily responsible for the component.  Growmore shall subsequently define its own methodology, benchmark and parameters and shall discuss the same with the Program Leader and Deputy Program Leader for RSU for purposes of alignment.

2.

RSU Protocol which strictly adheres with the local pest practices as determined by RSU, and

3.

RSU/Clenergen/Growmore Protocol which combines the RSU and Growmore protocol.  The protocol to be adopted for this component shall take into consideration the best judgment of the Project Leader.

Program

ENERGY CROP for BIOMASS GASIFIER

Name of Project

: Acclimatization and Yield Performance of Bamboo and Melia dubia in the Philippine

Location

: RSU – Agpudlos Campus, San Andres, Romblon

Duration

: December 2010 – September 2011

: Adaptability Trial of  Bamboo and Melia dubia in  the Philippines.

Location

: RSU Main Campus Green House

Duration

: December 2010 – May 2011

: Yield Performance of Bamboo and Melia dubia :

Location

: Experimental Site -  Agpudlos, San Andres, Romblon

Duration

: March 2011 – December  2011

Project   3

Yield Performance of Bamboo Intercropped with Cash crops

Location

: RSU Agpudlos Experimental Area

Duration

: March  2011 – December 2011

Data Base on Alternative Feedstock Materials for Biomass Gasifier.

Location

: Tablas Island, Romblon (7 municipalities/ 109 barangays)

Duration

:  6 months (January 2010 – July  2011)

A.

CC Intends to set up a Biomass based power plants using cultivated feedstock, and licensed Agronomy and Gasification Technology.

B.

The parties wish to disclose certain proprietary and confidential information to one another; and

C.

In consideration of the Business Opportunity, each party agrees that all Confidential Information received by it from the other party shall be kept confidential and shall be governed by the following terms and conditions.

 

1.

“Discloser” is the party disclosing the Confidential Information for the Permitted Purpose;

 

2.

“Permitted Purpose” means the appraisal of the Business Opportunity with a view to the parties taking advantage of such Business Opportunity in accordance with the terms of a mutual agreement to be reached between them;

 

3.

“Confidential Information” means (i) any commercial, technical and other data, information and interpretations made available by Discloser for the Permitted Purpose, whether orally or in writing on whatsoever medium (ii) the fact that discussions are taking place between the parties concerning a transaction involving the Business Opportunity and (iii) the terms of this Agreement;

 

4.

“Recipient” is the party receiving the Confidential Information.

 

a)

Use the Confidential Information for no purpose whatsoever other than the Permitted Purpose;

 

b)

Disclose the Confidential Information only to its employees strictly on a need-to-know basis.  Each employee to whom the Confidential Information is disclosed shall be informed of the terms of this Agreement.  Recipient shall ensure that each such employee is bound by a written agreement not to divulge such Confidential Information with terms that protect the Discloser’s Confidential Information in the same manner as the Recipient is bound herein;

 

c)

Not disclose the Confidential Information to any third party without the prior written consent of Discloser, and then only on a need to know basis, and if requested by Discloser, subject to a confidentiality agreement signed by such third party and Recipient and Discloser;

 

d)

Not make or have made copies of the Confidential Information in any medium without the consent of the Discloser.

 

a)

Was already in Recipient’s possession prior to the date of disclosure by Discloser; or

 

b)

Was developed independently by the Recipient without any reference to or use of the Confidential Information; or

 

c)

Was in the public domain prior to date of this Agreement or subsequently enters into the public domain otherwise than by breach of this Agreement by the Recipient; or

 

d)

Is subsequently disclosed to the Recipient by a third party who does not have a duty of confidentiality towards the Discloser; or

 

e)

Is approved for release upon the written permission of the Discloser; or

 

f)

Is required to be disclosed to (i) a government/judicial/quasi judicial body in pursuance of an order; or (ii) is required by the lenders/insurance agency of the Recipient in pursuance of any loan or insurance received/ made or to be received/ made, as the case may be.  In such events, where possible, the Recipient shall give adequate notice to the Discloser before making any disclosure to that the Discloser may have adequate opportunity to respond prior to such disclosures; as also make disclosure only to the extent as required.

 

a)

The Recipient be found to be in breach of Clause II of this Agreement; or

 

b)

The expiry of this Agreement; or

 

c)

The Discloser’s written request for return or destruction of the Confidential Information.

 

1.

No waiver by the Discloser of any breach by the Recipient shall operate as a waiver of any subsequent or continuing breach thereof.  This Agreement sets for the entire agreement and understanding between the parties and supersedes all prior oral and written understandings representations and discussions between them respecting it subject matter, save that nothing in this Agreement shall prejudice the statutory and common law rights of either party in relation to Confidential Information.  This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party.  If any provision of this Agreement shall be held invalid of unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect.  This Agreement is executed in duplicate and each copy is treated as original for all legal purposes.  This Agreement shall be effective as of the date first above written when signed by both parties hereto.

 

2.

For the avoidance of doubt, it is clarified that:

 

a.

The terms of this Agreement are confidential; and

 

b.

In the event both the parties enter into further agreements related to the Business Opportunity, this Agreement shall continue to be binding on the parties with regards to any Confidential Information exchanged by the parties hereto; and

 

The recitals given hereinabove form an integral part of this Agreement.