• •
•
STRATEGIC ALLIANCE
AGREEMENT
BETWEEN
GLOBAL ECOLOGY
CORPORATION.
AND
SUREWATER SOLUTIONS LLC
• •
•
J ULY 2009
• •
•
LAW OFFICES OF RONALD
I. PALTROWITZ
1375 BROADWAY, 3
RD FLOOR,
NEW YORK, NEW YORK
10018
TABLE OF CONTENTS
Page
INTRODUCTION
1
ARTICLE I:
DEFINITIONS
1
ARTICLE II:
GRANT OF RIGHTS; PURCHASE
AGREEMENTS
5
ARTICLE III:
TERM AND
TERMINATION
6
ARTICLE IV:
ROYALTIES, PURCHASE AND
AUDIT RIGHTS
7
ARTICLE V:
RESPONSIBILITIES AND
OBLIGATIONS
8
ARTICLE VI:
CONFIDENTIAL INFORMATION
AND NON-DISCLOSURE
10
ARTICLE VII:
INDEMNIFICATION
11
ARTICLE VIII:
LIMITATION OF
LIABILITY
12
ARTICLE IX:
CHANGE OF
OWNERSHIP
12
ARTICLE X:
RELATIONSHIP OF THE
PARTIES
12
ARTICLE XI:
ACKNOWLEDGMENTS
12
ARTICLE XI I:
FORCE MAJEURE
13
ARTICLE XIII:
DISPUTE
RESOLUTION
13
ARTICLE XIV:
AUTHORITY
13
ARTICLE XV:
GENERAL
14
SIGNATURES:
15
SCHEDULE 1
EXCLUSIVE
TERRITORY
17
EXHIBIT
“A”
SPECIFICATIONS
18
-i-
Law Offices of Ronald I.
Paltrowitz
1375 Broadway, 3
rd Floor, New York, New York 10018
STRATEGIC ALLIANCE AGREEMENT
BETWEEN
GLOBAL ECOLOGY CORPORATION.
AND
SUREWATER SOLUTIONS LLC
This is a Strategic Alliance Agreement
entered into by and between Global Ecology Corporation. and
SureWater Solutions LLC.
WITNESSETH:
WHEREAS, Global Ecology Corporation is
the owner of an “Invention” (as hereinafter defined);
and
WHEREAS, SureWater Solutions LLC desires
to be the “Developer”, “Manufacturer” and
“Distributor” on an “Exclusive Basis” (as
these terms are hereinafter defined), and Global Ecology
Corporation desires to appoint SureWater Solutions LLC as the
Developer, Manufacturer and Distributor, of the Invention on
an Exclusive Basis, of the “Invention” and
“Revised Invention(s)” (as hereinafter defined), in
accordance with the provisions of this Strategic Alliance
Agreement; and
WHEREAS, Global Ecology Corporation. and
SureWater Solutions LLC agree that a Strategic Alliance between
their two companies will be the most efficient and economical means
to develop, manufacture, market, sell and distribute the
“Invention” and any “Revised
Invention(s)”;
NOW, THEREFORE, in consideration of the
mutual agreements, obligations and covenants contained herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as
follows:
ARTICLE I: DEFINITIONS
As used in this
“Agreement”:
1.1
“Additional Distributor(s)”
means such additional distributor(s) of the “Invention”
and/or the “Revised Invention(s)” as may be mutually
agreed upon, from time to time, by “Global” and
“SureWater”.
1.2
“Additional Manufacturer(s)”
means such additional manufacturer(s) of the
“Invention” and/or “Revised Invention(s)”as
may be mutually agreed upon, from time to time, by
“Global” and “SureWater”.
1.3
“Affiliates” means two or
more “Subsidiaries” owned by the same
“Party”.
1.4
“Agreement” shall mean this
Strategic Alliance Agreement.
1.5
“Chemicals” means the copper
sulfate chemical to be used in the “Invention” and/or
any “Revised Invention(s)”.
1.6
“Cost of Goods Sold” shall
mean the cost of buying the raw materials for, and the labor in the
manufacturing of, the “Invention” and/or any
“Revised Invention(s)”, inclusive of all overhead but
exclusive of all costs for insurance, freight, and/or applicable
taxes.
1.7
“Current Members” of
“SureWater” shall mean Richard Conte, Douglas J.
Hedberg, Victor B. Hedberg, William J. Brinsky, and Ronald I.
Paltrowitz, Esq.
1.8
"Derivative Work" means a product or
other work that is based upon the “Invention” and/or
“Revised Invention(s)”, such as a revision,
modification, expansion, or any other form in which the
“Invention” and/or “Revised Invention(s)”
may be recast, adapted, transformed, or otherwise altered, and
that, if prepared without authorization by the owner of the
“Invention” and/or “Revised Invention(s)”,
would constitute an infringement of the owner's “Intellectual
Property Rights”.
1.9
“Developer” refers to
“SureWater” as the developer on an “Exclusive
Basis” of next generation and/or revised models of the
“Invention” (hereinafter referred to as “Revised
Invention(s)”).
1.10
“Distributors” means (i)
“Global” other than in the “Territory” and
(ii) “SureWater” on an “Exclusive Basis” in
the “Territory”, of the “Invention” and/or
“Revised Invention(s)”.
1.11
"Effective Date" shall be the later of
the dates on which the “Parties” execute the
“Agreement”.
1.12
“Exclusive Basis” means that
during the Term: (i) “SureWater” shall be the only
“Developer” authorized by “Global”; and
(ii) “SureWater” shall be the only
“Manufacturer”, unless and until “Additional
Manufacturer(s)” are appointed, and “SureWater”
shall be the only Distributor in the
“Territory”.
1.13
“Global” shall mean Global
Ecology Corporation, f/k/a Homeland Security Network, Inc.., a
Nevada corporation having a principal place of business at 140
Smith Street, Keasbey, New Jersey 06632.
1.14
“Global Purchase Price” shall
mean a price equal to the “Cost of Goods” times
1.15.
1.15
“Gross Lease Price” shall
mean the total rental paid by lessee during the full term of the
lease less any part of the rental payments attributable to
taxes.
1.16
“Gross Sales Price” shall
mean the total price paid for each “Invention” and/or
“Revised Invention(s)” less the cost of insurance,
freight, and direct marketing cost (such as consultants and
brokers) and any and all taxes and/or duties imposed.
1.17
“Intellectual Property
Rights” shall mean all rights, title and interest that
“Global” now has in the “Invention”, any
all rights, title and interest that “Global” and/or
“SureWater” may have in any “Revised
Invention(s)”, or any “Derivative
Works”.
1.18
“Invention” shall mean
collectively the “Mobile Pure Water Station Water Treatment
System” as described in the specifications annexed hereto as
Exhibit “A”, and any Revised Invention(s).
1.19
“Invention Documentation”
shall mean any and all documentation, whether in written or
electronic form, that describes and/or relates to the installation,
use, and/or maintenance of the “Invention” and/or any
“Revised Invention(s)” or to the terms of sale and/or
lease of the “Invention” and/or any “Revised
Invention(s)”.
1.20
“Licenses” shall mean the
grant of all rights set forth in Section 2.1.
1.21
Manufacturer” refers to
“SureWater” as the manufacturer on an “Exclusive
Basis” of the “Invention” and/or “Revised
Invention(s)” subject to the right of “Global”
and “SureWater” to appoint “Additional
Manufacturers”.
1.22
“Minimum Sales Requirements”
shall mean the sale by SureWater of not less than fifteen (15)
“Inventions” by calendar year end 2009, and fifteen
(15) “Inventions” during each six (6) month period
thereafter.
1.23
“Parties” shall mean
“Global” and “SureWater”,
collectively.
1.24
“Party” shall mean either
“Global” or “SureWater”, individually, as
the context requires.
1.25
“Patent” means any patent
issued for, or in connection with, the “Invention”
and/or any “Revised Invention(s)”, whether or not a
patent has been issued or filed as of the “Effective
Date”, as well as any and all other classes or types of
patents, including original patents, design patents, process
patents, utility models, as well as divisions, reissues,
reexaminations, continuations, issued for or in connection with the
“Invention” and/or any “Revised
Invention(s)”, and applications for any of the aforementioned
in all countries of the world.
1.26
“Person” means any
corporation, limited liability company, or partnership, general or
limited partnership, sole proprietorship, association, joint
venture, individual in whatever capacity (including as trustee,
receiver, conservator, administrator or liquidator), governmental
authority, or other entity or body, whether domestic or
foreign.
1.27
“Retail Sales Price” means
the price paid by a third party for the Invention and/or the
Chemicals exclusive of freight, insurance, and taxes.
1.28
“Revised Invention(s) means any
design or systems modifications to the Invention.
1.29
“Subsidiaries” means
any “Person” more than fifty percent (50%) owned by a
Party.
1.30
“SureWater” shall mean
SureWater Solutions LLC, a limited liability company organized
under the laws of the State of New York having its registered
office at P.O. Box 338, Lake Peekskill, New York 12537, and any of
its “Subsidiaries” and/or
“Affiliates”.
1.31
“SureWater Purchase Price”
shall mean a price equal to Global’s actual cost for the
Chemicals times 1.15.
1.32
“Term” shall mean the
period commencing on the “Effective Date” and
continuing perpetually, unless terminated pursuant to the
provisions of Article III.
1.33
"Territory" shall mean certain countries,
regions, provinces, states, industries, corporations and government
agencies, both foreign and domestic, to be mutually agreed upon by
the parties and set forth on Schedule 1, as it may be amended from
time to time by mutual consent, which consent shall not be
unreasonably withheld.
1.34
Throughout the remainder of this
Agreement, “Invention” and “Revised
Invention(s)” shall be collectively referred to as the
“Invention(s)”.
ARTICLE II: GRANT OF RIGHTS; PURCHASE
AGREEMENTS
0.1
During the Term, Global hereby grants to
SureWater, on the terms and conditions contained herein, all
appropriate rights and licenses under its control contained in the
Patent and/or other Intellectual Property Rights, which it now has
or will acquire, necessary to enable SureWater to be the Developer
and Manufacturer of the Invention(s). The license granted to
SureWater under this Article 2.1 shall be effective unless and
until this Agreement is terminated pursuant to the provisions of
Article III.
0.2
Global hereby appoints SureWater, on the
terms and conditions contained herein, as the Distributor of the
Invention(s) in the Territory and SureWater hereby accepts such
appointment in the Territory. Global also agrees that, upon
receipt of prior consent, in writing, SureWater may sell and/or
lease Invention(s) to prospective purchasers and/or lessors outside
the Territory.
0.3
SureWater, as Developer, shall have the
right at any time to make changes and/or revisions in the design
and/or processes of the Invention(s). SureWater will give to
Global thirty (30) days prior notice of final alterations in the
design and/or processes of the Invention(s). SureWater and
Global agree that they shall be co-creators of any Intellectual
Property associated with such alterations and/or
revisions.
0.4
No licenses under any copyrights,
trademarks or other intellectual property rights other than the
Patent and Intellectual Property Rights referred to herein are
granted under this Agreement.
2.6
No license is granted by Global at this
time, either directly or by implication, estoppel or otherwise, in
connection with the Patent and/or any Intellectual Property Rights
licensed by reason of this Agreement, to any third party that
acquires any Invention(s) manufactured by SureWater or any
Additional Manufacturers.
.2.7
Global hereby grants SureWater a
non-exclusive, royalty free, fully paid right and license to use,
adapt, make, or have made Derivative Works of all or any portion of
the Invention Documentation, solely for use and distribution with
the Invention(s), in the Territory.
2.8
Except as specified herein, Global shall
retain all right, title, and interest in and to the Invention,
Invention Documentation, and the Intellectual Property licensed
hereunder.
2.9
Global agrees to purchase the
Invention(s) solely and directly from SureWater and/or approved
Additional Manufacturers., except that, prior to purchasing an
Invention(s) from an Additional Manufacturer, Global shall first
offer the right to manufacture the Invention(s) to SureWater.
All purchases by Global of Invention(s) from SureWater shall
be at the Global Purchase Price.
2.10
SureWater agrees that it will manufacture
all Invention(s) requested by Global. In the event that
SureWater is unable to complete the manufacture of any Invention(s)
within a commercially reasonable period of time, SureWater will so
advise Global, in writing, and Global shall have the right to
purchase any such Invention(s) from an Additional
Manufacturer.
2.10
SureWater agrees to purchase from Global,
and Global agrees to sell to SureWater, all of SureWater’s
requirements for Chemicals at the SureWater Purchase
Price.
2.10
SureWater and Global acknowledge and
agree that it will be in their mutual best interests to publicize
their joint develop
