EXCLUSIVE DISTRIBUTION
AGREEMENT
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this
“Agreement”) is entered into this 21st day of May, 2009
(the “Effective Date”), between CARBON REDUCER
INDUSTRIES, LTD., a Thailand corporation (“CRI”) and
CARBON CREDITS INTERNATIONAL, INC., a Nevada corporation
(“Licensee).
RECITALS
WHEREAS, CRI has developed and owns all right,
title and interest in and to certain proprietary energy reduction
products, services and solutions (“CRI Solutions”);
and
WHEREAS, CRI desires to grant to Licensee an
exclusive, perpetual license to distribute,
market, sell, license, advertise, sub-license and
otherwise commercially exploit the CRI Solutions throughout the
Territory (as described below) upon the terms and conditions set
forth herein.
AGREEMENT
1.
GRANT OF RIGHTS . CRI hereby grants to Licensee
an exclusive, non-transferable right and license throughout the
Territory to distribute, market, sell, license, advertise,
sublicense, and otherwise commercially exploit the CRI
Solutions throughout the Territory during the Term. In addition,
Licensee shall have the exclusive, non-transferable right and
license throughout the Territory to distribute, market, sell,
license, advertise, sublicense and otherwise commercially exploit
any future CRI Solutions developed by CRI throughout the Territory
during the Term.
2.
TERM . The term of this Agreement shall commence
upon the date hereof and shall continue in perpetuity except as
otherwise provided in this Agreement.
(“Term”).
3.
EXLUSIVITY . In the event that Licensee does not
achieve a minimum of $2,000,000 US in sales during any 12 month
period from the date of this Agreement, CRI shall have the option,
upon 60 days written notice, to convert this Agreement to a
non-exclusive license.
4.
TERRITORY . The territory shall be the world
(“Territory”).
5.
LICENSE FEE/ROYALTY . Upon the execution of this
Agreement, Licensee shall pay CRI an initial license fee (the
“License Fee”) consisting of 6,000,000 shares of the
common stock of Licensee (the “Shares”) based upon a
value of $.0001 per share. The Shares shall bear a restrictive
legend in accordance with the rules and regulations of the
Securities and Exchange Commission, shall be non-assessable and
free and clear of any and all liens and encumbrances. In addition,
Licensee shall pay CRI a royalty of 15% of the gross proceeds (as
defined in Section 5 below) received by Licensee from the
commercial exploitation of the CRI Solutions.
6.
PRODUCT PURCHASE/LEASING . Licensee shall
purchase or lease CRI Solutions from CRI upon a mutually acceptable
pricing or leasing schedule for each of the CRI Solutions to be
provided by CRI upon the execution of this
Agreement. Licensee shall receive any and
all gross proceeds received or generated from any such
sales, leasing, sub-licensing or commercial exploitation of the CRI
Solutions. For purposes of this Agreement “gross
proceeds” shall include, but shall not be limited to, any and
all proceeds derived from CRI Solution sales, leasing, sub
licensing or from revenue sharing arrangements with any customer
based upon the cost savings resulting to the customer which are
generated from the use of any CRI Solution whether generated by
Licensee or any sub-licensee of Licensee.
7.
MARKETING COSTS AND EXPENSES . Except as otherwise set forth
in this Agreement, Licensee shall be responsible for all of its
selling, marketing, leasing and licensing costs and related
expenses.
8.
WARRANTY, MAINTENANCE AND SUPPORT . CRI hereby
agrees to warrant all CRI Solutions sold or leased to Licensee and
Licensee’s customers in accordance with CRI’s
established warranty policies, as amended from time to time. CRI
also agrees to maintain and support the CRI Solutions, and to
provide upgrades, modifications and enhancements to Licensee and
its customers and end-users at CRI’s sole cost and expense.
Licensee shall incur no obligation to warrant, support or maintain
any of the CRI Solutions sold, licensed or leased to
Licensee’s
