IP
AGREEMENT


 


BETWEEN


 


WILLIAM
HARRY MOOK JR (“Licensor) AND


 


ZEECOL
INTERNATIONAL, INC. (“Licensee”)


 




    	 	 	 



     


    

 


TIDS
AGREEMENT is made on12th day of May 2017


 


	BETWEEN	William
    Harry Mook Jr. of Christchurch, New Zealand, Company Director (“the
    Licensor”)
	 	 
	AND	Zeecol
    International, Inc. a Florida corporation, based in Christchurch, New Zealand for itself and as trustee for its future
    subsidiaries and assignees (“the Licensee”) (both Licensor and Licensee referred to together hereinafter as “the
    Parties”).


 


BACKGROUND;


 


	A	The
    Licensor is based in Christchurch and
    is engaged inter alia in the invention,
    manufacture, production and sale of certain products which he has developed through research and development in order to benefit
    the public on a worldwide scale. 
	 	 
	B	The
    Licensor holds the intellectual property and copyright to the methods and substances
    of the products.
	 	 
	C	The
    Licensor has agreed to grant and the Licensee has agreed to  take
    the Exclusive License.
	 	 
	D	Although
    an Exclusive License has been discussed before between  the Parties, this Exclusive License Agreement supersedes any
    prior arrangements, discussions, agreements, etc.


 


IT
IS AGREED as follows:


 


1
Definitions



In
this agreement:


 


“Business
Days” means a day other than Saturday,
Sunday or any day on which banks located in any part of New Zealand are authorized
or obligated to close and includes a period commencing on 24 December in any year and ending on 5 January of the following year
both days inclusive. A Business Day will be deemed to commence at 9.00am and to terminate at 5.00pm.


 


“Commencement
Date” means 12, May 2017.


 


“Copyright”
means the copyright subsisting in the
original method and products.


 


“Exclusive
Master License” means the right to access,
receive and supply
products and in conjunction with the Licensor to manufacture and produce products and for the purposes of any trade or
business to sell, offer for sale or sub-license for use on such terms and conditions as the Licensee shall in its absolute discretion
deem appropriate (including but not limited to the requirement for sub-licensees to purchase licenses and pay royalties to the
Licensee) to any and all persons wherever situated and to the granting of sub-licenses
under and in the terms and conditions
of this agreement to all persons.


 


“Goods”
means all products produced or manufacturedc
by the Licensor and I or the Licensee.


 




    	 	 	 



     


    

 





“GST”
means Goods and Services Tax as calculated
and payable in terms of the Goods and Services Act 1985.


 


“Improvements”
means modifications to, improvements in,
developments from or additions to products and shall include promotional material.


 


“Net
Sales” means the total
revenues of the Licensee based on gross invoiced sales of the Products and excluding
GST and other taxes (excepting taxes assessed in relation to the Licensees income and company tax), discounts, allowances, credits
for returns, rebates, import duties and other governmental charges, freight and transportation charges and insurance of Products.


 


“Option”
means the sixty (60) day option excisable in writing by the Licensee over Products other than those for the treatment of animal
waste in which the Licensor holds The IP and/or the copyright.


 


“Person
or Persons” shall
include individual s (whether masculine or feminine),
the Crown and any public body or local authority, and any board, incorporated or unincorporated
society, company, firm,
partnership, limited partnership, trustee corporation, trust, charitable body and any other body of persons, whether incorporated
or not.


 


“Products
means any products developed by the Licensor
for the treatment of animal waste including but not limited to those developed by the
Licensor for the Licensee and any other
products in respect of which the Licensee shall later exercise the Option including
any components of and modifications made to such products for any reason including but not limited to
any component in the products or any governmental restriction that prohibits
the sale of the unmodified products for
any reason.


 


“Subsidiary”
shall
have the meaning ascribed to it by Section
5 Companies Act 1993.


 


“The
IP” means
the intellectual property rights
to the methods
and substances held by the Licensor in the products.


 


“Unit”
means a
single product
being a Licensed Product.


 


2
The Grant



 


	2.1	Grant
    of Master License. The Licensor grants
    to the Licensee the Exclusive
    Master License on the basis
    that the Licensor may continue to use
    the Products to serve its
    existing and future clients but:


 


(a)
cannot sell Products as herein defined to any other persons;


(b)
enter into arrangements
other than those contemplated by this agreement to commercialise the Products
In New Zealand.


 


	2.2	Exclusive
    Master Licence. The Exclusive Master Licence and
    the rights granted
    under this
    agreement are exclusive to the Licensee and may be exercised
    anywhere
    and no other
    Licence of any kind or all or any of such rights
    shall be granted by the Licensor
    to any other person to operate anywhere until this Exclusive Master Licence is terminated.


 




    	 	 	 



     


    

 





	2.3	Sub-Licensees.
    In granting this Exclusive
    Master Licence
    the Licensor recognises and acknowledges that sub-licenses
    may be granted by the Licensee
    to other persons and agrees to treat such
    persons on the
    same terms and conditions as the Licensee in relation
    to the products they require for the industry
    sector and area to which their sub-licence extends
    and agrees to treat their sub-licence rights
    in the same
    way and manner as he would
    treat the Licensee under this agreement..


 


3
Payments, Consideration and Supply



 


	3.1	Base
    payments. The Licensee will pay the licensor
    annually:


 


(a)
The sum of NZ$ 100,000
minimum or such larger
amounts as are
agreed to in advance for the second and subsequent
years; The payments
shall be made quarterly in arrears.


 




(b)
A royalty amounting to 8% of the
net sales
of the Products
payable quarterly in arrears.


 


	3.2	Sub-License
    Receipts. The Licensee shall
    pay to the Licensor:


 


(a)
one-third of the proceeds that
it shall
receive for the grant of any
sub-licence
to third parties immediately
on their receipt by the Licensee and will
promptly provide a copy of any
sub-licence document it enters
into to the Licensor;


 


(b)
Twenty per cent (20%).of all royalties payable
by the Sub-Licensee to the Licensee with payment to be made to the Licensor by no
later than I April for the proceeding year.


 


	3.3	Interest.
    The Licensor
    declares his interest in the
    Licensee as a Director and his indirect
    interest in the shareholding of the Licensee and the Licensee
    acknowledges that it is aware of this
    situation.
	 	 
	3.4	Payment
    of royalties. The licensee shall
    keep true and particular records
    and accounts of all insert as appropriate. Within 30 days of the last days
    of, March, June and September and within 60 days of December of each year, and
    within 30 days of the termination or expiry of this agreement, the licensee shall
    furnish to the licensor a report in writing containing full particulars of sales of Products during the preceding 3 month
    period. The licensee
    shall report the sum
    for royalties due to the licensor
    for each period and shall, with each statement, remit to the licensor the royalties shown
    in such statement to be due.
    With the report to be furnished within 30 days of the end of March of each year
    the licensee shall remit to the licensor
    the balance of any minim um royalty which fell due with that report after deducting earned royalties for the preceding
    12 months. The licensee
    will ensure that a provision be included in all sub-licences to enable
    the effective operation of this provision.


 




    	 	 	 



     


    

 





	3.5	Records.
    The Licensee will keep complete and accurate records in sufficient
    detail to permit the accuracy of calculations of all royalty payments
    and will require sub-licensees
    to do likewise. Such records
    shall be retained by the licensee and any sub-licensee
    for no less than a seven (7) year period following the year in which any
    such payments were made. On one occasion during a calendar year the Licensor will
    have the option to engage at its own expense a Chartered Accountant to examine in confidence such
    records kept by the Licensee and any sub-licensee the correctness of all or any royalty payments . The report of such
    Chartered Accountant will be limited to a certificate verifying any report
    made or payment submitted by the Licensee during such period but may include in the event of the Chartered Accountant being
    unable to verify the correctness of any such payment, information relating to why such payment is unverifiable . All information
    contained in any such certificate
    shall be deemed to be confidential information hereunder. If any audit
    performed shall indicate that any royalty payment was underpaid then the Licensee will immediately pay the Licensor the amount
    of the underpayment.
	 	 
	3.6	Product
    Fee. The Licensee will pay to the
    Licensor
    a product fee of a negotiated amount on a case by case basis for each of the Products immediately
    on the production by the licensee of such product.
	 	 
	3.7	No
    Competition . The Licensor and its
    associates will not sell, supply or
    licence any of its products to any
    person or persons
    who have not been
    prior approved by the Licensor or any of its
    associates and will direct any enquiries it receives
    from such persons
    to the Licensee and advise the Licensee of the
    name and details
    of such persons.


 


4
Copyright and the IP



 


	4.1	Licensor’s
    Warranty. The Licensor warrants that he is
    the owner of The IP
    and the Copyright and is entitled to enter into this
    agreement.
	 	 
	4.2	Licensee’s
    Acknowledgement. The Licensee
    acknowledges that the Licensor is the
    owner of The IP and the Copyright
    and agrees not
    to cause or permit anything that may damage or endanger The IP or
    the Copyright or the
    Licensor
    ‘s title to The IP and/or the Copyright.
	 	 
	4.3	Notice
    of Infringement. The Licensee shall
    give notice in writing to the Licensor of any infringement
    or threatened
    infringement of the
    IP or the Copyright which shall
    come to the notice of the Licensee.
	 	 
	4.4	Action
    Against Infringements. In the event of any infringement of the IP
    and/or
    the Copyright, if the Licensor thinks fit the Licensor
    shall take action to stop the infringement.
    The Licensor may take action
    at the Licensor ‘s expense to stop any infringement. The Licensee may, if the Licensor refuses to do so, take action
    on the Licensor’s account and in the Licensor’s name, if the Licensee can show that the Licensor’s
    refusal was unreasonably or arbitrarily withheld .In taking action on the Licensor’s account the Licensee will
    indemnify and keep indemnified the Licensor against all costs and expenses in respect of such action.
	 	 
	4.5	Alleged
    Infringement of Another’ s Rights. In the event that the Licensee ‘s
    trade or business as licenced under this agreement is claimed to infringe any third party’s rights the parties
    shall discuss how best to handle such a claim.
	 	 
	4.6	Patents.
    The Licensor may obtain patents in relation to the Products and where directed by the Licensee will apply for patents in relation
    to a specified Product or Products provided that the Licensee pays all costs and expenses associated with securing such patent
    rights.


 


5
Improvements




 


	5.1	Notice
    of Improvements. All Improvements and
    all new developments relating to the Products to which the Licensor or Licensee shall become entitled,
    or which shall be devised by the Licensor or Licensee, shall without delay be disclosed in confidence to the other
    parties.
	 	 
	5.2	Improvements
    by Licensor. All improvements devised
    by or to be put in place by the Licensor shall be notified to the Licensee as soon as practicable.


 


6
Confidentiality



 


	6.1	Confidential
    Information


 


(a)
“Confidential Information” in this clause includes all inventions, techniques
and information regarding the current or future business interests, methodology or affairs of either party or any person or entity
with which they may deal or be concerned with and which has not previously been made public.


 


(b)
Such Confidential Information includes matters of a technical nature, research and
development information , notes, products, know-how, trade secrets, engineering or
other data, specifications, processes, formulae,
manufacturing, planning or marketing procedures, techniques or information,
accounting procedures or financial information.


 


(c)
Such Confidential Information also includes the possible or likely function, purpose or application of the above items whether
in the current activities of either party or fields to which the activities of either party may reasonably extend from time to
time; any part of, or improvements to the above items; any recommendation , test or report of either party or any of its consultants
or agents in connection with the above items; and whether such Confidential Information is oral,
written, recorded or stored by electronic, magnetic, electromagnetic or other
process or otherwise in a machine readable form; translated from the original form, recompiled,
made into a compilation, partially copied, modified , updated or otherwise altered; originated or obtained by, or coming
into the possession, custody, control or knowledge of, either party performing its obligations under this agreement.


 


	6.2	Access.
    Each party acknowledges that in the course
    of the performance of its obligations under this agreement, or otherwise, it may
    obtain access to, or become aware of Confidential Information which is owned by or lawfully in the possession of the other
    party.
	 	 
	6.3	Non-disclosure.
    Each party agrees not to disclose, communicate to or place at the disposal of
    any third party, the Confidential Information in any form or by any means and to keep the Confidential Information in the
    strictest confidence.
	 	 
	6.4	Authorised
    Disclosure. If one party authorises the other party to disclose any Confidential Information to any person that party agrees
    prior to such disclosure if called upon by the authorising party, to have such
    person sign an acknowledgement, to the effect that the information is disclosed to that person in confidence.
	 	 
	6.5	Use.
    Other than in accordance with the terms of this agreement each party agrees not to use,
    or modify the other’s Confidential Information for its own benefit or the benefit of any other person.


 




    	 	 	 



     


    

 





	6.6	Safe
    Custody. To ensure the continued proprietary
    and confidential nature of the Confidential Information each party agrees to:


 


(a)
initiate and maintain a system for the proper and secure custody of any Confidential Information within its
custody or control; and


 


(b)
 maintain complete and accurate records of the location of the Confidential Information within its custody or control (including
all copies); and


 


(c)
obtain the signature of confidentiality undertakings by its advisers, employees, and
contractors, if reasonably required by the other parties .


 


	6.7	Re-delivery.
    If any party so requests upon reasonable
    notice, the other party agrees immediately to:


 


(a)
disclose and deliver to, or do everything necessary to procure the d disclosure
and delivery to, the requesting party or as it may direct, all Confidential
Information (including copies) which is in a physical form whether those copies are in the same form as the original or capable
of being recreated into such or other form by any method;


 


(b)
deliver any part of the Confidential Information which is stored by any means by which no original or copy is kept at the relevant
time (but by use of any method, an original or copy may be re-created) by creating and delivering a printed copy of such Confidential
Information to the requesting party or as it may direct, and then destroying the means
of re-creation so as to prevent the future recreation of such Confidential Information ;


 


(c)
certify in writing to the requesting party that it has returned all forms of Confidential Information
and that it no longer has any part of the Confidential Information in its possession
, custody or control;


 


(d)
ensure that the requesting party, its officers or agents have access to the premises
in which Confidential Information may be, or is supposed to be, or has been kept from time to time.


 


7
Term and Termination



 


	7.1	Term.
    Unless earlier
    terminated for breach , this agreement shall begin at the Commencement Date and shall continue until the earliest of
    the following:


 


	 	(a)	the
    parties mutually agree in writing to terminate this agreement; or
	 	 	 
	 	(b)	the
    Licensee notifies the Licensor and the IP Owner that it no longer wishes to continue to trade and do business under the Exclusive
    Licence and that all sub-licenses have been terminated or other arrangements have been made to the satisfaction of the Licensor:
    or
	 	 	 
	 	(c)	the
    expiry of a period of twenty (20) years from the commencement date or such further extended period that the parties may agree;
    or.
	 	 	 
	 	(d)	if
    within twenty-four (24) months of the date of this agreement the Licensee is unable
    to raise additional capital in an amount equal to or in excess of NZ $5,000,000.00;
    or
	 	 	 
	 	(e)	the
    Licensee cancels this agreement at
    any time upon two (2) month’s
    notice that the agreement where it can demonstrate that the agreement has become financially unfeasible.


 




    	 	 	 



     


    

 





	7.2	Termination
    by Breach. This agreement may be terminated by a party by written notice if the other party commits a breach of this agreement
    and has failed to remedy the breach within 30 business days of receipt of written notice from the other party requiring it
    to do so.


 


	7.3	Some
    Events of Breach. If:


 


	 	(a)	the
    Licensee has a receiver appointed for the whole or any part of its assets, or
    if an order is made or a resolution is passed for its winding up (unless
    as a part of a scheme for reconstruction
    or amalgamation); or
	 	 	 
	 	(b)	51
    % or more of the shareholding of the Licensee should
    change from that at the date of this agreement without the consent of the Licensor and such
    consent shall not be unreasonably or arbitrarily withheld; or
	 	 	 
	 	(c)	the
    Licensee takes any action or causes or induces or supports any action to call
    into question the validity of the I P or copyrights, then the Licensor may by
    notice to the Licensee immediately terminate this agreement.


 


7.4
Certain Parts of Agreement to Subsist. Termination
of this agreement In any manner shall be without prejudice to the remedy of the Licensor
to recover any payments then due and to the remedies of all parties in respect of any breach of this agreement. Such termination
shall not prevent the sale by the Licensee
of any Product which has been manufactured or is in the course of being manufactured in terms of the licence at the time of giving
notice terminating this agreement.


 


8
Miscellaneous Clauses




 


	8.1	Actions.
    Each party to this agreement shall
    give to the other party immediate notice of any suit or action filed and prompt notice of any claim made against the party
    arising out of the performance of this agreement.
	 	 
	8.2	Disputes
    Resolution. Any dispute between the parties hereto that arises in relation to this Agreement must be referred in the first
    instance to non-binding mediation.


 


The
non-binding mediation procedure is:


 


(a)
The party wishing to resolve a dispute by mediation (“the
notifying party”) must give notice in writing of the dispute to the other party.


 




(b)
The notice must state that a dispute has arisen
and provide particulars of the dispute.


 




(c)
When a notice of dispute is given in accordance with this agreement the parties will
appoint a mediator by agreement within 14 business days, failing
agreement the notifying party may request the then President of the Canterbury-Westland Branch of the New Zealand Law Society
(or his or her nominee) to appoint a mediator.


 


(d)
The parties will cooperate with the mediator in an effort to resolve the dispute.


 




    	 	 	 



     


    




 


(e)
If the dispute is
settled then the terms of settlement will be written up
by the mediator and signed by the parties to the dispute.


 


(f)
If the dispute is not settled within 30 business days of the appointment of the mediator,
or within any extended time that the parties agree to in writing then the parties will no longer be bound by this mediation provision.


 


(g)
The parties to this Agreement agree that all
written statements given to the
mediator or to each of them and any discussions
between the parties or between any of the parties and the mediator during the mediation are inadmissible
in legal or arbitral proceedings by any party other than the party that made them.


 


(h)
The parties to any dispute will share equally the cost of the mediator ‘s
fees and costs including travel, room hire and refreshments.


 




(i)
Nothing in the forgoing provisions shall prevent any party to this agreement from
seeking urgent interlocutory relief from any court of competent jurisdiction.


 


(j)
Any dispute which is not
settled by mediation is, at the notifying party ‘s
election, to be referred either to a court of competent jurisdiction or to arbitration in accordance with the Arbitration
Act 1996 or any re-enactment of it.


 


	8.3	Entire
    Agreement. This agreement sets out the entire agreement and understanding between the parties relating
    to the trade and business licenced hereunder and no modifications or amendments shall be effective unless made in writing
    and signed by the parties to this agreement.
	 	 
	8.4	Good
    Faith. The
    parties agree to do any and all acts and things to execute and deliver any and all papers
    and documents necessary or appropriate to effect the intent and purpose of this
    agreement and to act with the utmost good faith in all matters.
	 	 
	8.5	Waiver.
    Any waiver by any party of any rights arising
    from any breach of any term of this agreement shall not be construed as a continuing waiver of other breaches of the same
    or other terms of this agreement by the other party. 
	 	 
	8.6	Severability.
    Should any part or
    provision of this agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction
    , the invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to such extent as
    possible, the original business purpose of the part or provision in a valid and enforceable manner,
    and the remainder of the agreement shall remain binding on the parties.
	 	 
	8.7	Headings.
    Headings contained in this agreement
    have been inserted merely to facilitate reference and shall
    have no bearing upon the interpretation of any of the provisions of this agreement.
	 	 
	8.8	Plurals
    and Gender. In this
    agreement the singular includes
    the plural and vice versa, and each gender includes every other gender.
	 	 
	8.9	Notices.
    Any and all notices herein
    prescribed shall be in writing and transmitted
    by personal delivery,
    by a nationally recognized delivery service for fast delivery or by email
    to the respective parties as follows:


 


Licensor:
Cl- 57 A Nayland Street,
Sumner, Christchurch,
New Zealand EmaiI:
admin@canterbury legal.co.nz


Licensee:
57A Nayland Street, Sumner Christchurch
8081 Email: william.mook@zeecol.com


 


Each
of the Parties will give notice to
the other of the change or acquisition
of any address or telephone, cell phone or email
address at the earliest possible opportunity
but in any event
within 48 hours of any such change
or acquisition.


 




    	 	 	 



     


    

 





	8.10	Partnership
    or Agency. Nothing in this
    agreement shall create a partnership or agency between the parties un less expressly
    provided.
	 	 
	8.11
    	Force
    Majeure. No party shall be responsible to the others for delay or failure
    in performance of any of the obligations imposed by this agreement, provided that such failure
    shall be occasioned by fire, flood, explosion,
    lightning, windstorm, earthquake, subsidence of soil, failure of machinery or equipment
    or supply of materials, discontinuity in the supply of power, court order or governmental
    interference, civil com motion,
    riot, war, strikes, labour disturbances, transportation difficulties, labour shortage,
    natural genetic variations of any living matter or by any cause of like or unlike nature beyond the reasonable control and
    without the fault or negligence of any party.
	 	 
	8.12	Indemnification.
    The Licensee shall indemnify
    and hold
    harm less
    the Licensor in respect of all liabilities, costs, claims or demands arising out
    of or incidental to the actions
    of the licensee or sub-licensees under this agreement except where such liabilities,
    costs, claims or demands are the
    result of negligence
    on the part of the Licensor.
	 	 
	8.13	Governing
    Law.



 


(a)
This Agreement is governed
by New Zealand law
in every particular including formation and interpretation and shall be deemed
to have been made in New Zealand.


 


(b)
Any proceedings arising out of or in connection
with this Agreement
may be brought in any court of competent
jurisdiction in New Zealand.


 


(c)
The submission
by the parties to such jurisdiction
shall not limit the right of any
party to commence any
proceedings arising out of this Agreement in any other
jurisdiction it may consider appropriate.


 


(d)
Any notice of proceedings
or other
notices in connection
with or which would
give effect to any such
proceedings may without prejudice to any
other method of service
be served on any party in accordance
with the notice service provisions
in clause
8.9.




 


	8.14	Counterpart
    Execution. This agreement may be executed in two or more
    counterparts, all of which will together be deemed to constitute one and
    the same agreement. A party may enter into this agreement by signing
    a counterpart copy and sending
    it to the other
    party including by email.
	 	 
	8.15	Costs.
    Each of the parties will pay the costs and
    expenses incurred by it in
    connection
    with this agreement.


 




    	 	 	 



     


    




 


IN
WITNESS whereof this agreement has been executed the day and year first hereinbefore
written.


 





	 	SIGNED
    by the said	 
	 	/s/
    William Harry
    Mook Jr	 
	 	 	 
	 	SIGNED
    by	 
	 	Zeecol
    International, Inc.	 
	 	 	 	 
	 	By:	/s/
    William Harry Mook Jr.	 
	 	Name:	William
    Harry Mook Jr.	 
	 	Title:	Chief
    Executive officer