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ASSIGNMENT OF
MARKETING
AGREEMENT
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ALPHA INTERNATIONAL MARKETING
CORP.
And
NOVEL INTERNATIONAL GROUP
INC.
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This Agreement sets out the terms
and conditions governing the Assignment and transfer of a Marketing
Agreement for Terrelene™ family of fuels from ALPHA
INTERNATIONAL MARKETING CORP to
NOVEL INTERNATIONAL GROUP INC.
ASSIGNMENT OF MARKETING AGREEMENT
THIS ASSIGNMENT OF THE MARKETING AGREEMENT ("Agreement")
is made and entered into as of the 19th day of May, 2009, between A
LPHA INTERNATIONAL MARKETING CORP . of No. 5 New Road, P.O.
Box 388 Belize City, Belize ("Assignor"), and NOVEL
INTERNATIONAL GROUP INC. of 6130 Elton Street, Las Vegas,
Nevada 89107 (“Assignee”).
WHEREAS the Assignor is the non exclusive world-wide
marketing and business development consultant for all Innovations
Solutions Now Inc.’s (“ISN”) present and future
Terralene™ fuel formulations and any existing and future
Terralene™ family of fuel products owned or developed or
licensed by ISN or its subsidiaries or related companies (the
“Products”) and exclusive marketing and business
development consultant for the following territories:
India, Pakistan, Philippines, Malaysia, Singapore, Thailand,
Vietnam, Cambodia, Laos, Myanmar, Bangladesh, Taiwan, China, Korea
(South and North), Japan pursuant to a marketing, promotions
& business development Agreement dated the 23 rd day
of April 2009 (the “Agreement”).
AND WHEREAS the Assignor desires to assign, transfer and
sell all its’ rights, benefits, liabilities, duties and
obligations, title and interest to market and promote the Products
worldwide and all rights arising under the Agreement,
AND WHEREAS the Assignee is in the business of developing
and marketing products, projects and systems internationally and
desires to market the Products and acquire all the Assignor’s
rights and interest in the Agreement and to assume all of said
rights, interests, benefits, liabilities, duties and obligations in
the Agreement subject to the terms of this Assignment.
AND WHEREAS the Assignee hereby acknowledges that the
Products, the Assigned Rights and are being acquired without
warranty or representation of any kind from the Assignor or
including without limitation that a patent will issue for such
Products in the United States Patent and Trademark Office or in any
other country or jurisdiction or that such Products have any
commercial viability or fitness for any particular purpose.
NOW THEREFORE , in consideration of the foregoing and of
the mutual promises, covenants, and conditions set forth below and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties, the parties hereby
agree as follows:
1. Recitals . The above recitals are
incorporated herein by reference.
2. Assignment and
Assumption . Assignor hereby transfers and assigns to
Assignee all of Assignor’s rights, interests, benefits,
liabilities, duties and obligations (i) in and to the Agreement and
(ii) to market internationally the Product and the Product
Improvements from ISN pursuant to the terms of the Marketing,
Promotions and Business Development Agreement. Assignee
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hereby accepts and assumes all such
rights, benefits, interests, liabilities, duties and obligations of
Assignor under the Agreement and assigned to it above. Assignee and
ISN shall have the right to amend and modify, and exercise rights
and perform obligations under, the Agreement without the consent
of, or notice to, Assignor.
3. Assignee’s Indemnification . Assignee
hereby indemnifies, protects, defends and holds Assignor,
Assignor’s officers, employees and members and all of their
respective successors and assigns, harmless from any and all
claims, damages, losses, suits, proceedings, costs and expenses,
including, without limitation, reasonable attorneys’ fees
(collectively, “Losses”), both known and unknown,
present and future, at law or in equity, arising out of, by virtue
of or in any way related to the breach by Assignee of (or
Assignee’s failure to timely perform) any or all of the
obligations imposed on the lessee under the Agreements, which
obligations accrue from and after the Closing Date.
4. Assignor’s Indemnification . Assignor
hereby indemnifies, protects, defends and holds Assignee,
Assignee’s officers, employees and members and all of their
respective successors and assigns, harmless from any and all
Losses, both known and unknown, present and future, at law or in
equity, arising out of, by virtue of or in any way related to the
breach by Assignor of (or Assignor’s failure to timely
perform) any or all of the obligations imposed on the Assignor,
which obligations accrued prior to the Closing Date
5. Certain Definitions. As used in this Agreement,
the following terms shall have the meanings set forth below.
"Closing Date" shall mean June 1,
2009 or such other date as mutually agreed to between the Assignee
and Assignor.
"Litigation Expense" shall mean
any expenses reasonably incurred in connection with investigating,
defending or asserting any claim, action, suit or proceeding
incident to any matter indemnified against under this Agreement,
including, without limitation, court filing fees, court costs,
arbitration fees or costs, witness fees, and fees and disbursements
of legal counsel, investigators, expert witnesses, accountants and
other professionals.
"Person" shall mean and include an
individual, a corporation, a partnership, a limited liability
company, a limited liability partnership, a joint venture, a trust,
an unincorporated association, a government or political
subdivision or agency thereof or any other entity.
“Trade Mark Assets”
means all of the trademarks and service marks used on, or in
conjunction with the Products and owned by ISN.
6. Acknowledgements. Assignee hereby acknowledges
that the Assignor has previously provided to Assignee the
information and data relating to the Products and Assigned Rights
which Assignee has fully examined and has found to be to its full
satisfaction. Assignee hereby waives any claim of unsuitability and
acknowledges that the Products and Assigned Rights as delivered are
fully in accordance with all representations of the Assignor
regarding suitability and fully in keeping with the specifications
set out in its accompanying documentation and that
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the Assignee is acquiring Assigned Rights
and the right to market the Products on an “as is
basis”.
7. Assigned rights;
limitations.
(a) Subject to the
terms and conditions set forth in this Agreement, upon the delivery
of the Shares set out in Section 8 hereof by the Assignee and other
good and valuable consideration and the acquisition of the Assigned
Rights on the terms herein contained, the Assignor shall sell,
transfer, assign, convey and deliver to the Assignee, and upon the
closing the Assignee shall, accept and acquire from the Assignor,
all of the Assigned Rights and the rights to market worldwide the
Products of ISN .
8. Purchase Price . In consideration of the
acquisition of the rights granted pursuant to the terms of the
Agreement entered into by the Assignor and the Assignee, the
Assignee shall pay and deliver to the Assignor for the acquisition
of the Assignors rights to the Agreement shall be the sum One
Million Three Hundred and Fifty Dollars ($1,350,000 USD) which
purchase price shall be paid by the Assignee by issuing to the
Assignor Three Million (3,000,000) common shares of the
Assignee’s parent company, Quadra Projects Inc., issued at a
deemed price of $0.45 per share which shares shall be deemed fully
paid and non-assessable and shall bear a restrictive legend
endorsed upon the shares restricting the transfer or selling of the
shares for such hold period as required by the applicable
securities laws. The delivery of the shares to the Assignor shall
be done concurrently with the closing.
9. Instruments of Transfer:
(a)
Assignor's deliveries. At the Closing, the Assignor shall
deliver the following to the Assignee, ea