f8k101909ex10xi_pashmina.htm


    Exhibit
10.11

     

    TECHNICAL
COOPERATION AGREEMENT

     

    THIS
AGREEMENT, entered into on August 10, 2009, by and between

     

    Membran-Flltrations-Technik GmbH,
a corporation organized and existing under the laws of the Federal
Republic of Germany, having its main office and place of business at Vitalisstr.
314, D-50829 Koln, Germany, thereafter named MFT, and

    


    Swiss-lndo Trade and Invest SA,
a corporation organized and existing under the laws of Switzerland,
having its place of business at Route de Fribourg 15, CH 1723 Marly, Switzerland
thereafter named Swiss-lndo.

    


    WITNESSETH
:

     

    WHEREAS,
MFT is engaged in the manufacture and sale of Membrane Filtration Plant Products
and

     

    WHEREAS,
MFT has acquired and possesses valuable technical information on the design,
manufacture, construction or assembly of Membrane Products; and

     

    WHEREAS,
MFT has the right to use this technical information and industrial property
rights

    and

     

    WHEREAS,
Swiss-lndo desires to obtain and MFT is willing to transfer this information for
manufacture, use and sell of the Membrane Products utilizing this technical
information.

     

    NOW,
THEREFORE in consideration of the premises and covenants herein set forth the
parties hereto agree as follows:

    


    Article 1 Definitions

     

    As used
in this Agreement, the following terms have the following meanings
respectively:

     

    
      	
              1.  

            	
              "Membrane
      Products" are defined as MFT designed assembly of Microfiltration
      Ultrafiltration, Nanofiltration and Reverse Osmosis equipment fortreatinq
      water with membrane technology

            


    

     

    
      	
              2.  

            	
              'Technical
      Information" means all the up to date technical knowledge know-how
      standard calculations, data and information developed or otherwise,
      patented or unpatented generally used by MFT pertaining to the manufacture
      use and sale of the Membrane
Products.

            


    

     

    
      	
              3.  

            	
              "Industrial
      Property Rights" means any or all rights under patent, utility models and
      application thereof presently owned or during the term hereof acquired by
      MFT and/or which MFT has the right to control which are applicable to or
      may be used in manufacture of the Membrane
  Products.

            


    

     

    Article 2. Grant of
Information                                                                                                                                          

     

    1. MFT
hereby grants to Swiss-lndo the exclusive riqht to manufacture use and sell the
Membrane Products using the Industrial Property Rights and Technical Information
furnished by MFT.

     

    2. Swiss-lndo
shall manufacture the Membrane Products in the same quality as
MFT.     

     

    3. Swiss-lndo
agrees not to contest any of the patent and any of the Industrial Property
Rights. 

      
        
           


        

        
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Article
3. Information

     

    1. Upon
written request of Swiss-lndo, MFT shall furnish personnel, engineering
information with necessary drawings, technical data and price information on a
breakdown basis in order to enable Swiss-lndo to build up a production and
assembly line for producing membrane equipment.

     

    2. To assist
Swiss-lndo in marketing and selling the Membrane Products, MFT will furnish
Swiss-lndo with one complete set of current materials, generally used by MFT for
sales promotion, such as brochures, catalogues and technical data available form
MFT, which cover the entire range of Membrane Products.

    


    Article
4. Technical Assistance and Services

     

    1. MFT
shall, as part of the Technical Information and against payment of the Technical
Information Payment as provided in Article 6, supply Swiss-lndo with the
following data for 3 standard plant sizes (5,13 and 42 m3 per
hour) in order that Swiss-lndo may manufacture to their best advantage the
Membrane Products without delay;

     

    (a) Drawings
for designing, piping and instrumentation plans, and layouts

    (b) Specifications,

    (c) Materials
list.

    (d) General
calculation sheet,

    (e) Operating
& instruction manuals,

    (f) Any other
necessary technical data and know-how generally used by MFT.

     

    2. MFT
shall by request of Swiss-lndo help to arrange for the manufacturing facility of
Swiss-lndo in Switzerland. MFT will on request of Swiss-lndo carry out design
and operational training in Switzerland. MFT, within its possibilities without
interfering with its ongoing business, shall arrange to make available qualified
personnel for consultation with, and training of Swiss-lndo personnel. Cost for
trips, meals, lodging, and other expenses of those MFT personnel shall be borne
by Swiss-lndo. Swiss-lndo shall pay EUR 800. - (eight hundred) per day for each
of those MFT personnel..

     

    3. MFT
shall, by request of Swiss-lndo, made after consultation with MFT permit
technical personnel designated by Swiss-lndo to have an opportunity to study, at
reasonable times, the design and manufacture of the Membrane Products at MFT's
place of business. MFT within its possibilities without interfering with its
ongoing business, shall arrange to make available qualified personnel for
consultation with, and training of such Swiss-lndo personnel. Cost for round
trips, meals, lodging, and other expenses of personnel dispatched for training
shall be borne by Swiss-lndo.

     

    Article 5. Payment

     

    1. In
consideration of the Technical Information and the Industrial Property Rights
furnished by MFT to Swiss-lndo, Swiss-lndo shall pay to MFT the following
compensation in the amount and in the manner specified below.

     

    (a)
Initial Payment

     

    Swiss-lndo
shall pay MFT an initial payment in the amount of EUR 250.000.
-(twohundredfivtythousand) (herein referred to as the Initial Payment). The
Initial Payment shall
be made within 30 working days from the date this Agreement is
entered.


    
      
         


      

      
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    (b)
Royalty

     

    Swiss-lndo
shall pay Royalty of 3 % (three percent) of the net selling price (herein
referred to as the Royalty for each sale of the Membrane Products (herein
referred to as the Net Selling Price). A minimum royalty payable at the
beginning of each calendar of EUR 30.000 year shall be due. The agreed
percentage royalty will be accounted against the minimum Royalty payable in such
year. The overlapping percentage royalty will be due at the end of every
accounting month.

     

    2. The
Net Selling Price shall be the gross invoice price of Membrane Products sold or
otherwise
disposed of by Swiss-lndo in normal, bonafide, commercial transaction without
any deduction
..

     

    3. All
payments due under this Article shall be made in EURO currency.

     

    4. All
direct taxes, such as sale or value added tax payable on the Initial Payment,
Minimum Royalty
or Royalty shall be borne by Swiss-lndo.

     

    Article 6. Supply of components, parts and raw
materials

     

    Upon
Swiss-indo's written request, MFT shall supply components, parts and raw
materials to Swiss-lndo in due time and at reasonable and competitive
prices.

     

    Article
7. Consultancy Services

     

    1. Upon
Swiss-lndo's written request, MFT shall provide consultancy services to
Swiss-lndo by M. Hans-Ulrich Hubbel.

     

    2. Cost for
trips, meals, lodging, and other expenses linked to these services and aqreed by
Swiss-lndo shall be borne by Swiss-lndo.

     

    3.    Swiss-lndo
shall pay EUR 2000.- (two thousand) per day of consultancy time of M.
Hubbel.

     

    Article 8. Records, Auditing and
Reports

     

    1. Swiss-lndo
shall keep proper records of each sale of Membrane Products for determininq the
Royalty and keep those records at its offices for at least five years, including
the overall order price with clients, the number, and the type of the membrane
Products sold or used under this.

     

    2. Swiss-lndo
shall calculate the Royalty for each six months period and send its statement of
Royalty for the immediately preceding six months period to Licensor, taking
account for the Minimum Royalty paid for the respective calendar year, together
with full evidences of the Records.

     

    3. mft shall
be entitled to inspect the Records at the offices of Swiss-lndo. at any
reasonable time by its representatives or by an independent auditor. If an audit
reveals that Swiss-lndo the Records are incorrect, the Swiss-lndo has to pay the
cost of such audit.

     

    Article 9. Liability

     

    1. MFT
represents that to its knowledge there are no defects in the Industrial Property
Riqhts or defects to the invention underlying a Patent however MFT does not
quarantee the complete absence of defects.

     

    2. MFT
shall not be responsible for any damaqe resultino from faultv application by
Swiss-lndo of Technical Information and
information received under the Industrial Property
Rights.   

     

    
      
        
        

      

      
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    3. Nothing
contained in this Agreement shall be construed as constituting either party as a
partner, joint venturer, employee, or agent of the other, it being intended that
each remain an independent contractor responsible only for its own
actions.

     

    4. Neither
party shall be bound by or be liable for any act or omission by the other party,
or for any promise, warranty, representation, obligation or debt incurred by the
other party. To this end, each of the parties agrees to Indemnify the other or
its representatives against any claim, demand, cause of action, loss, cost or
expense arising out of or in connection with any actions or omissions of that
party in breach of this Agreement including any professional fees incurred by
the injured party in the prosecution or defence or settlement of any such claims
or causes of action.

     

    Article
10. Non Competition

     

    1. MFT
agrees that it shall not without prior written consent of Swiss-lndo,
manufacture and/or sell Membrane Products linked to renewable energies projects
or to be powered by renewable energies.

     

    2. Swiss-indo
agrees that it shall not without prior written consent of MFT, manufacture
and/or sell Membrane Products not linked to renewable energies projects or not
planned to be powered by renewable energies.

     

    Article
11. Duration and Termination

     

    1. This
Agreement shall be effective for an initial period of five years from the
Effective Date of this Agreement. After the end of this period, this Agreement
is automatically renewed, unless either of the parties states in writing that he
does not want to renew the Agreement, at least 90 days prior to its end
date.

     

    2. If either
party hereto continues in default of any obligation imposed on it herein for
more than 30 (thirty) days after notice has been given by the other party
requesting the party in default to remedy such default, the other party may
terminate this Agreement to this effect by notice to the first party and this
Agreement shall terminate on the date of dispatch of such notice.

     

    3. In the
event of bankruptcy, receivership, insolvency or assignment for the benefit of
creditors of either party hereto, the other party may terminate this Agreement
effective immediately by giving the first party written notice to that
effect.

     

    Article
12. Secrecy

     

        Swiss-lndo
agrees that it shall not without prior written consent of MFT sell assign or
divulge the patented or unpatented Technical Information disclosed and furnished
by MFT or received otherwise form MFT hereunder in any manner to anyone except
those of its employees and its subcontractors who will be using such Technical
Information in the manufacture and assembly of the Membrane Products. The
secrecy obligation will survive any termination or expiration of this Agreement
and shall remain in effect for further 10 (ten) years thereafter.

    


    Article
13. Force Majeure

     

        1. Neither
party shall be liable in any manner for failure or delay upon fulfilment of all
or part of its obligations under this Agreement (other then the obligation to
make payment hereunder), directly or indirectly owing to any causes or
circumstances beyond its reasonable control, including fire, flood strikes,
labour troubles or other industrial disturbances, unavoidable accidents'
governmental regulations, riots and insurrections.

     

        2. Upon
occurrence of any of the said causes or circumstances, the affected party
shall immediately notify the other party with such detail as possible and
shall promptly inform the other party of any further developments. Immediately
after the cause is removed the affected party shall perform

    


    
      
        
           


        

        
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    such
obligations with all due speed. The time of fulfilment shall be extended until
such causes or circumstances shall have been eliminated.

     

        3. If an
event of force majeure continues for more than 6 months the other party has the
right to terminate this Agreement with thirty (30) days prior written notice to
the party claiming force majeure.

    


    Article
14. Assignment

     

        1. Neither
party shall assign, transfer or otherwise dispose of this Agreement in whole or
in part to any third party without the prior written consent of the other party
in writing.

     

    Article
15. Language, Applicable Law

     

        1. Except
where otherwise provided herein the language to be used under this Agreement
shall be the English language.

     

        2. This
Agreement shall be construed and interpreted in accordance with the laws of
Switzerland.

    


    Article
16. Notices

     

    All
communication notices or the like between the parties shall be valid when made
by e-mail or telefax communication subsequently to be confirmed in writing and
addressed to the followinq addresses:

     

    To:
Membran-Fiitrations Technik GmbH 

    Vitalisstr.
314 

    D-50829
Koln 

    Germany

    Tel. 0049
- (0)221 - 9499070 

    Fax 0049
- (0)221 - 9499077

     

    To:
Swiss-lndo Trade & Invest SA

    Route de
Fribourg 15 

    CH 1723
Marly 

    Switzerland


    Tel.0041-264353333


    Fax
0041-264353334

     

    Article
17. Entire Agreement

     

    This
Agreement constitutes the entire agreement and understanding between the parties
hereto relative to the subject matter hereof and there are no understandings
agreements, conditions and representations, oral or written, expressed or
implied, with reference to the subject matter hereol that are not merged herein
or superseded hereby..

     

    Article
18. Settlement of Disputes

     

    Both
parties shall first try to settle, upon friendly consultation between them, all
disputes which may arise in connection with this Aqreement
includinq anv breach hereof and if agreement shall not be
arrived at between them, such disputes shall be finally settled by arbitration
pursuant to the Rules of'Arbitraftion
of the International Chamber of Commerce by which each partv shall be bound
Arbitration
shall be held in Geneva, Switzerland, in the English languag, unless the
parties agree


    
      
         


      

      
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    otherwise.
For evidence that friendly agreement has not been reached, notice to the other
party that agreement has not been reached is sufficient.

     

    Article
19. Waiver, Amendments

     

    Failure
of either party at any time to require the strict performance by the other party
of any of the provisions of this Agreement shall in no way affect the right
thereafter to enforce the same, nor shall the waiver of any term or provision
hereof be taken or held to be a waiver of any subsequent breach thereof or as
nullifying the effectiveness of such term or provision. Any waiver or
modification or alteration or addition to this Agreement or any of its terms or
provisions shall not be binding on either party unless made in writing and
signed by the duly authorized legal representatives of the parties
respectively.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement in duplicate to
be executed by their respective duly authorized representatives on the day and
year first above written, and each party shall keep one (1) copy hereof for
itself.

     

     

    MFT

    Membran-Filtrations-Technik
GmbH

     

     

    By:  /s/  Hans-Ulrich Hubbel       

    Hans-Ulrich Hubbel,
President

     

    Signing Date:  10.08.09

     

    Swiss-Indo

     

     

    By:  /s/  Michel Gruering         

    Michel Gruering, President

     

    
      Signing Date: 
12.08.09

    

     

     

     

     

     

    

      
        
           


        

        
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