Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698830998314.pdf (Sierra Leone)
PARTNERSHIP AGREEMENT BETWEEN H2CI TECHNOLOGIES AND GOVERNMENT OF SIERRA LEONE FOR MODERNIZATION THROUGH EFFICIENT, AUTONOMOUS, LOW-COST SYSTEMS RESPECTING THE ENVIRONMENT WITHOUT POLLUTION AND EMISSIONS OF GREENHOUSE GAs OF INFRASTRUCTURES AT THE LEVEL OF STATIONARY UNITS (BUILDINGS), ENERGY, COMMUNICATIONS, INTERIOR AND EXTERIOR LIGHTING ALSO PUBLIC LIGHTING, MOEILE UNITS (VEHICLES AND OTHERS), SAFE DRINKING WATER AND URBAN GREENHOUSES FOR AN ANNUAL PRODUCTION OF FRUIT AND VEGETABLES 125 mi 25 @ WorldAtlas.com N A a Kabala.
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Bo Kentema Moo RrverB b.wa M Iurde oo lfut s I SheIbo L Atlantk Oceon Su Aprit2022 E SUMMARY ARTICLE T .

PURPOSE OF THE PARTNERSHIP AGREEMENT ARTICLE 2 - VALUE OF THE PRTOR STATEMENT ARTICLE 3 - CONSTITUTI!

'E DOCTIMENT OF THE AGREEMENT ARTICLE 4 - PRINCIPLES OF COLI.ABORATION ARTICLE 5 - AREAS OF COOPERATION - ACHIEVABLE ACITVITIES ARTICLE 6 - PROGRAMMING OF ACTIYITIES ARTICLE 7.
COMMITMENTS OF THE PARTIES ARTICLE 8 - SPECIFIC ACREEMENTS ARTICLE 9 - SCIENTIFIC AND MOMTORING COMMITTEE ARTICLE IO - CONFIDENTIALITY ARTICLE 1I .

INTELLECTUAL PROPERTY ARTICLE 12 - ADVERTISING ARTICLE 13 .

DURATION - DENOCIATION OF THE FRAMEWORKAGREEMENT ARTICLE 14 - SETTLEMENT OF DISPUTES OR LITIGATIONS I I I I ARTICLE 15.

AMENDMENTS ARTICLE 16.

ELECTION OF DOMICILE.

NOTIFICATION ARTICLE 17 - ENTRY INTO FORCE ANNE)(E 5 5 5 5 l0 l0 t0 I1 l1 l1 ll t2 @ 2O2Z fechnologies H2Cl lnc.
2 E PARTNERSHIP AGREEMENT BETWEEN Government of SIERRA LEONE hereinafter represented by its Minister of the Environment; Hereinafter referred to as: "SIERRA LEONE".

FIRSTLY AND H2Cl Technologies lnc.

a legally constituted corporation having its head office at24 Caff6 Sicard, Ste-Th6rese, (QC), Canada, J7E 3X6 hereinafter represented by its President, Mr. Jean Claude Tessier.

Hereinafter referred to as: "H2Cl".

ON THE OTHER HAND, Collectively referred to as the "Parties" O 2022 Technologies H2Cl lnc.
3 E THE FOLLOWNG IS HEREBY AGREED: SIERRA LEONE is a sovereign state in the provision of Public Services and their management and maintenance as well as a developer specializing in the identification needs in SIERRA LEONE to ensure a harmonized development of business including strategies for a counlry offering all quality services to citizens at a lower cost with a view to economic development leading to the enrichment of Siena Leoneans.
Given its experience in the said construction sector, SIERRA LEONE recognizes that lnnovative H2Cl technologies offer an invaluable advantage for the application and integration of said technologies in SIERRA LEONE including the local development of new industries, in particular the manufacture of streetlamps, composite materials for buildings, the production of electricity from fuel cells and hydrogen fuel, the transformation of mobile units (vehicles, buses, trucks, trains, etc.)
for the optimal use of hydrogen as an alternative fuel, the manufacture of cooking using hydrogen as fuel, etc.
H2Cl is a technology and prototyping research and development company, including the application of said technologies and systems ensuring the reduction of (GHG)emissions including (i) obtaining carbon credits (ii) placing in place of a green bond for projects with strong GHG reduction and (iii) as well as the installation of new equipment to improve energy efficiency and self-efficiency using a system renewable energy combined with storage systems using hydrogen as a vector for supplying stationary energy and mobile energy (vehicles).
H2Cl significantly promotes the reduction of GHGs through the development of technologies aimed at achieving the following objectives: .

Creation of an ecological road without GHGs.

.

Creation of buildings in composite material with a thermally conductive structure to ensure thermal exchanges with the ground, all allowing to eliminate energy consumption for air conditioning of buildinQs in southern countries and to considerably reduce energy consumption for heating in the Nordic countries.

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Creation of low energy consumption and GHG LED lighting.

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Creation of thermal systems (heating, air conditioning, refrigeration, freezing and deep .

Creation of GHG-free energy supply systems.

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Creation of local waste destruc,tion systems by atomization GHG-Free.

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Transformation of vehicles for.optimal use of green hydrogen as fuel which is produced freezing) with low energy consumption and without GHG.

locally at low cost without GHGs.


Reinforced by this, the Parties commit to the application and integration of H2Cl technologies and the development of specific applications in SIERRA LEONE and starting with the implementation of DEMO and PTLOT projecls, in particular multifunctional streetlights, construction ofa display house that is entirely energy-autonomous, conversion of vehicles forthe optimal use of green hydrogen gas, a factory to produce green hydrogen at low cost.
Convinced that the establishment of a technical partnership between them will be beneficial to them in the promotion of their respective skills and needs, the Parties have come together to negotiate and conclude this Partnership Agreement.

@ 2022 Technologies H2Cl lnc + E THIS STATED, IT WAS AGREED AND DECIDED AS FOLLOWS ARTICLE t .
PURPC'SE OF THE PARTNERSHIP AGREEMENT This Partnership Agreement pursues the objective of defining the general of cooperation between the Parties, with a view to the development of technical applications and technologies to be introduced into specific applications in SIERRA LEONE as well as of innovating in terms of " they contribute to the achievement bf objectives of reduction of construction costs, reduction of the energy bill, achievement of residential, commercial and institutional energy autonomy using renewable energy systems combined with storage systems using hydrogen as a vector for supplying stationary and mobile energy as well as improving air quality and reducing GHGs.
ARTICTE 2 - VALUE OF THE PRIOR STATEMENT The preliminary statement has the same legal value as this Partnership Agreement, of which it is an integral part.

ARTICLE 3 - CONSTITUTME DOCUMENT OF THE AGREEMENT These contractual stipulations constitute the only document currently binding on the Parties, they cancel and replace any contract, written, tacit or verbal arrangements which have previously been concluded between them for the same purpose.

ARTICLE 4.
ARTICLE 4.

PRINCIPLES OF COLTABORAT]ON The Parties agree to define below the principles which will govern the contractual relations between the Parties during the period of validity of this Partnership Agreement: Cooperate in good faith and in a transparent manner in carrying out projects or programs in areas of common interest, whether identified by name or not, each according to its area of expertise.
Establish and maintain a permanent framework for exchanges, through the establishment of a Scientific and Monitbring Committee (CSS).

Consequently, no joint venture enterprise or de facto enterprise is established between the Parties, it being specified that each of them assumes full and entire responsibility for its actions.
ARTICLE 5 - ARE dS OF COOPERATION - ACHIEVABLE ACTIVITIES The Parties agree, within the framework of this Framework Agreement, to work jointly on the design, production and installation of new technologies in SIERRA LEONE in the areas defined below: O 2022 fechnologies H2Cl lnc 5 E .

En3:!

:) , -nerqy ehrciency).

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Enerql, , Ener'gy self-sufficiency).

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Re:,- -, on cf greenhouse gas emissions.

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Crr-.ation of LED lighting.

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HiEh i,34ormance insulation materials (composite materials).

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erf icre,rt ry:rlls.

floors and ceilings.

To this eir:r e1.ci wrlnn the limits of their respective missions, the Pa ies agree to work towards lhe ach;e .

,',:;r -:nr' )f lie services listed without limitation below as will be established in each of the specifr: aq.eernents for each of the future projects.

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requ.sl and setting up of funding.

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);ibi'ih1 stuCies.

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Ecrnc r ic feasibility studies.

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Pr-'.c: c,19 ;:rC testing.

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'nonitoring and acceptance of works.

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evaiJation, monitoring and audit.

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As.e: innenr.

-.nrtoring and audit of greenhouse gas emissions.

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Tr-arni:.9. .

St:, rLc:'idrzaticn and / or approval allowing National and lntemational sales.

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.,ijltzat'o-, of projects.

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Tr^,: a,,:abiishinen: of manufacturing plants for technological eguipment.
ARTICLE 6 fBQGMMMING-QE,qEIMIIE The Partr-.s 29iee rr carry out a ten-year action plan which will define the activities to be completec s r thar ine activities organized by SIERRA LEONE are in harmony with the environm- rrt ,irila r'- aking it possible to reduce greenhouse gas emissions and improve 6 E technological products used in SIERRA LEONE.

The action plan, urhen approved by the signatories, will form part of this Framework Agreement.
The list of projecis that will be established in this way will not be exhaustive and will not, if necessary, prevent the identification of additional projects during the year, if they are approved in writing, by the Parties.

-l A non-exhaustive list of projects identified by the Parties, on which their collaboration will focus, is annexed to this Framework Agreement.

ARTICLE 7 - COMMITMENTS OF THE PARTIES As part of the execution of this Framework Agreement, the Parties undertake to each other: 7.1.
Common commitments of the Parties.

The Parties undertake to each other, as part of their partnership, to: Carry oul together or separately all actions that may contribute to the proper execution of this Framework Agreement within the limits of their respedive areas of competence.
Establish and maintain a permanent framework for exchange and consultation by setting up a Scientific and Monitoring Committee (CSS), whose members' availability must be guaranteed for meetings (twice a month at a rate of at least at least 3 hours each), Keep regulady informed of offers and existing business opportunities on lhe markets under this Framsrvork Collaboration Agreement.

Comply with the terms and deadlines se{ for the adions and work to be undertaken under this Framarork Agreement.
To carry out in good faith their reciprocal commitrnents under this Framework Agreernent.

Create an official Partnership through a joint venture in which the Parties will each hold 50o/o of the shares.

7 .2.

H2Cl commitnents O" part of its cooperation with SIERRA LEONE, H2Cl undertakes to: Establish and maintain a framework for exchanges and consultation with SIERRA LEONE.
Make its expertise available to SIERRA LEONE in the context of the identilication and implementation of projecls to be canied out under this Partnership Agreement.

@ 2022 Technologies HZCI lnc 7 I I -l I I E Consent to SIERRA LEONE the exclusivity of products, applications and technologies arising from a specific agreement and to be defined with SIERRA LEONE within the limits, terms and conditions of this exclusivity.
Prepare the detailed design as well as the costs of the DEMO Projects in collaboration with SIERRA LEONE to be accepted by the Parties before signing the specific agreement.

7.3.

SIERRA LEONE commitments SIERRA LEONE, for its part, undertakes to set up and maintain a framework for exchanges and consultation with H2Cl: Provide H2Cl with its expertise in the identification and implementation of projects to be caried out under this Framework Collaboration Agreement.
As long as they are available, efficient and at a competitive price, use the services of H2Cl exclusively for the realization of projects, installation and technical support of technology identified or to be identified within the framework of this Framework Agreement.

Make available to H2Cl any document, study, plan and information necessary to carry out the mandates assigned to H2Cl, in application of this Framework Agreement.
Honor on time its financial commitments to H2Cl under the execution of this Framework Agreement.

Honor its marketing plan, promote the projects, products and equipment installed under this Framework Agreement with third Parties, establishments.

development institutions and various individuals.

Upon signrng this Framework Agreement, Government of Siena Leone commits herself to pay in good faith, the symbolic amount of US$ 50,000 as required by H2Cl Technologies.
The terms of execution of this clause will be specified.

by the two parties after the signature of the Framework Agreement.

ARTICLE 8 - SPECIFICIGEEEIIIE!


{Is Each service, supply or commitment of a Party towards the other, in application of this Framework Agreement, will be the subject of a specific agreement or any other legal act specifying the nature, objectives, administrative, legal, financial and technical clauses defining the conditions of performance of the service, as well as the respective obligations and responsibilities of the Parties.
@ 2022 Technologies H2Cl lnc 8 E ln the event of a contradiction between any ofthe provisions of a specific agreement and those 2 this Framework Agreement, the provisions of the specific agreement shall prevail by express agreement, the Parties agree that the first specific agreements will relate to the preparation, and the installation of present and future H2Cl materials and technologies, in a model home, including in'particular: 7 2 3 4 5 5 7 8.

9.

10.

11.

72.

13.


Modular structure from composite materials.

lndoor and outdoor low voltage LED lighting via solar photovoltaic energy incorporating dimmers at the points of use.

Muhifunctional low voltage LED streetlamp including WFl, security camera and screen possibility for information and / or advertising.

Green energy generator (solar and / or wind) with green hydrogen fuel for domestic appliances.
Combined air conditioning and heating system operating on low voltage and connected to a static geothermal system.

Radiant floor system operating at low vottage.

Hot and cold-water temperature control system for taps using a single cold-water pipe in the building.

lntegrated refrigeration and freezing in kitchen cabinets Entrances to the techno-ecological house made from ecological and heated materials.

Locally produced green hydrogen gas for cooker and barbecue.
Energy self-sufficiency system using renewable energy and hydrogen as an accumulator.

Conversion of vehicles to operate on locally produced green hydrogen.

Other.

ARNCIE 9 - SCIENNFrc AAJD MONITORING COMMTNEE \Mthin the framework of the execution of this Framework Agreement, the Parties agree to set up, with a view to the coordination and monitoring of their activities, a Scientific and Monitoring Committee (CSS) whose composition, as well as the mode of operation are described below.
The Parties will each appoint two (02) representatives within the CSS.

The CSS is chaired altemately for a period of one (1) month, as follows: H2Cl: Jean-Claude Tessier.

SIERRA LEONE: To be defined.

The CSS meets at least once ('l) per MONTH and as often as necessary for the proper execution of this Framework Agreement and specific agreements.

lt deliberates validly if two (2) representatives of the CSS are present.

lts decisions are taken by a simple majority of the votes cast.
The CSS will mainly assess activities related to: .

To requests for subsidies and the establishment offunding.

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Prototyping and testing.

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Standardization and / or approval work allowing national and international marketing and Technical control activities, monitoring and acceptance of works.

sales.

O 2022 Technologies HZCI lnc.

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lt can invite resource persons to its meetings without, hoarvever, jeopardizing confldentiality agreements between the Parties. '
ARTICLE t O - CONFIOENTI.,AUTY The data, information and documents received by the Parties, or communicated by one party to the other, during the studies and work canied out, are of a confidential nature and cannot be brought to the attention of third Parties by a party without committing its contractual and penal liability towards the other party, unless it obtains the express prior written consent of the other party.
The Parties undertake to take all the necessary measures towards their staff to ensure that the latter respects the confidentiality of all data, information, documents, prototypes, workshops and places of work.

storage refened to above.


ARTICLE I I -INTEUfCTUALPROPER'TY The Parties agree that the results obtained at the end ofjoint actions for the design and study of projects, or for carrying out projects calling on specialized expertise which may be 'high-level technological expertise', are the common property of both Parties have fully contributed in accordan@ with the provisions of ratified intemational agreements applicable to intellectual property.
As such, any technology or method developed by one of the Parties, as well as the software owned, when they are made available to one or the other party within the framework of this Partnership Agreement, must, when their transfer, be the subject of an inventory which will mention the origin, destination, quantities, types, species, qualities and purposes of use by the recipient of which each party will receive and keep a copy.
However, the intellectual property rights relating to Technologies designed, developed and / or discovered by one of the Parties, alone are and remain the exclusive property of that party.

Any modification or improvement relating to the producls or to any other element ofthe Technology developed by one of the Parties, alone is the exclusive property of that party from its creation.

ARTICLE 12 - ADVERT1SING The Parties agree to cite each other for reference in their professional relationships.
The publications and other reports resulting directly from the activities to be carried out under this Framework Agreement, will be published by the Parties tdgether with the mention of their partnership.

ARTICLE 13.

DURATION - DENOCLATION OF THE FMMEWORKAGREEMENT This Partnership Agreement is concluded for a period of five years renewable by tacit agreement for a further period of 10 years, which runs from the date of its'signature.
However, each of the Parties may exercise the right of unilateral termination at any time, subject to keeping the other informed by registered letter with acknowledgment of receipt, six (6) months before the effective date of termination of this Framework Agreement.

O 2022 Te(hnologies H2Cl lnc.


t0 I 4- @ Any disputes or disputes that may arise from the rnterpretation or apprication of this Framework Agreement wirr be set ed amicabrv wi*rin a perioJ n-ielJeliilgin,ny luoy oays from the dare ot notification of the dispute by th; ditigent parr i; il; ;;"" After a reasonable period of 60 days, if no amicable solution has been reached, the Parties.will hav.e to rely on a legil iu.
"ay ura"iir," i"L i, force and serve the proceedings in the judicial districi of the Government of sierra Leone.

xo*"v"r, it ii,e disputes continue, the use of lnternational centre for the setflement of tnternafionat Disputes (lClSD) woutd be used.

, ARTICLE I5-AMENDMENTs "This Agreement may not be modified or amended except in writing signed by the parties hereto."

ARTICLE I6 .

ELECTION OF DOMICILE - NOTIFICATION The Parties agree to elect domicile at their respective addresses indrcated herein.
ln the event of a change of address, the Parties agree to notify the other party and any stakeholder needing to know of this change within fifteen (15) days preceding the effective date.

The Parties agree that all notifications under this Framework Agreement will be validly made to the said addresses, by registered letter with acknowledgment of receipt.

ARNCLE I7 - ENTRY INTO FORCE This Partnership Agreement comes into force on the date of signature by the Partles.
H2Cl Agrees that Government of Sierra Leone be represented by the Minister of the Environment in the management of the Framework agreement.

Done in two (2) original copies, in Montreal, Fe$uary 5,2022 H2Cl Technoloqies Presiclent SIERRA LEONE Minister of the Environment & Climate Change Jear}Claude Tessier Professor Foday M. Jaward O 2022 Technologie!
H2Cl Inc. ll E ANNEXE JOINT PROJECTS IDENTIFIED 1.1 An experimental DEMO phase, which will be implemented in the first month following the signing of the framework agreement.
The DEMO phase includes: * lnstallation of a mini electric power plant of 250 KW/h { The production of two thousand (2000) kg of green hydrogen per day and sixteen thousand (16000) kg of pure and green oxygen of medical level { The installation of one hundred (100) multifunctional street lamps + 6 thermal engine vehicles to be transformed into electric motor vehicles, + Starting the Food Storage Bag Demo program + Start of the Demo program on the medical use of Hydrogen * Construction of a Model house powered by the fuel cell 1.2.
A PILOT Phase comprising: establishment of a COMMERCIAL green hydrogen production plant { Start of the PILOT hydrogen export project, a few months after the .l Establishment of an electricity production plant with a minimum power of30 MW and the purchase of this electricity by the National Electricity Distribution Company O 2022 Technologies H2Cl lnc.

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