Exhibit 10.6


 


PARTNERSHIP
AGREEMENT – FUNCTIONAL FLUIDS 


INK
DEVELOPMENT COLLABORATION


 


THIS
AGREEMENT is made on 21th day of May 2014 (“Commencement Date”) BETWEEN:


 





	(1)	XAARJET
                                         LIMITED (company number 03375961) a company incorporated and registered in England
                                         and Wales, whose registered office is at Science Park, Milton Road, Cambridge
                                         CB4 0XR (“Xaar”);
	 	 
	(2)	P.V.
                                         Nano Cell Ltd. a company whose business address is 8 Hamasger st., P.O.Box 236, Migdal
                                         Ha’Emek, 23100 Israel (“Partner”).



 


RECITALS:


 


	(A)	Xaar
                                         has the expertise, knowledge and ability to undertake certain Services (defined below)
                                         with the objective of issuing a Fluid Approval Certificate for each Product in respect
                                         of which the Service is provided.
	 	 
	(B)	The
                                         Partner wants Xaar to provide, and Xaar agrees to provide the Services to the Partner
                                         upon the terms and conditions of this Agreement.



 


OPERATIVE
TERMS:


 


	1	Definitions



In
this Agreement, unless the context otherwise requires, the following expressions have the following meanings: 


 


	 	“Commencement
                                         Date”	meaning
                the date on which both parties have signed this Agreement;
	 	 	 
		“Complex
                                         Rheology Analysis”	meaning
                                         the rheological characterisation of the Products used to predict jetting performance
                                         and to provide information allowing the Partner to adjust its Products;
	 	 	 
	 	“Confidential
    Information”	meaning
    any Report/s including all information contained within said Report/s as well as any information disclosed by a party to the
    other party (whether in writing, oral, graphic, electronic, by delivery of any samples or in any other form) (including, without
    limitation, samples of materials and products, information relating to inventions, processes, systems, methods, formulae,
    devices, instruments, materials, products, patterns, compilations, programs, techniques, sequences, designs, research or development
    activities and plans or other data, specifications, computer programs, costs of production, prices or other financial data,
    volume of sales, promotional methods, marketing plans, lists of names or classes of customers or personnel, lists of suppliers,
    business plans, business opportunities, or financial statements), that is marked as confidential or proprietary, or if disclosed
    orally or in other intangible form or in any form that is not easily markable, that is reduced to writing and transmitted
    to the other party within thirty (30) days of such oral, intangible or unmarkable disclosure.



 






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		“Fees”	means
                                         the fees payable to Xaar by the Partner under this Agreement as set out in Schedule 2;
	 	 	 
	 	“Fluid
    Approval Process”	means
    the process whereby Xaar tests the Product to check whether the Printhead Warranty in respect of a Printhead can be extended
    to include the use of such Printhead with a Product (as illustrated in Part 1 of Schedule 1);
	 	 	 
	 	“Fluid
    Approval Certificate”	means
    the certificate issued by Xaar to the Partner in respect of a particular Product to confirm that the Product is approved for
    use with a particular Printhead and that the Printhead Warranty in respect of such Printhead has been extended to include
    use with the Product;
	 	 	 
	 	“Force
    Majeure”	means
    any cause preventing any party from performing any or all of its obligations which arises from or is attributable to the acts,
    events, omissions or accidents beyond the reasonable control of the party so prevented, including without limitation any strike,
    lock-out or other form of industrial action, war, riot, civil commotion, terrorism, malicious damage, compliance with law
    or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or act
    of God;
	 	 	 
	 	“Initial
    Term”	means
    a period of 5 years from the Commencement Date;
	 	 	 
		“Intellectual Property
         Rights”	means
                                         all intellectual property rights throughout the world for the full term of the rights
                                         concerned including any extension, renewal or revalidation, whether or not registered
                                         and whether or not registrable, including without limitation, copyright, database rights,
                                         patents, rights in inventions, know how and confidential and technical information (including
                                         in all materials, products, methods, processes and apparatus), rights in designs, registered
                                         designs, unregistered and registered trademarks (including business and brand names,
                                         domain names, devices and logos) and the right to apply for any of the foregoing anywhere
                                         in the world;
	 	 	 
		“Printhead”	meaning
                                         any Printhead that incorporates Xaar Technology;



 



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	 	“Printhead
    Warranty”	meaning
    the manufacturer’s warranty provided by Xaar in respect of Printheads which are manufactured by or for Xaar, are sold
    as Xaar products and which bear a unique serial number;
	 	 	 
		“Product”	meaning
                                         the Partner’s products as set out in Schedule 2 developed or adjusted pursuant
                                         to this Agreement and intended for use with Printheads utilising and/or looking to utilise
                                         the Xaar Technology;
	 	 	 
		“Report”	meaning
                                         a report provided by Xaar as part of the Service which sets out general recommendations
                                         for adjustments in respect of a particular Product and/or waveform and operating instructions,
                                         where relevant;
	 	 	 
	 	“Sample”	meaning
    a specimen of the completed saleable ink of 50ml in quantity to be provided by partner to Xaar for analysis purposes and/or
    1000ml. of base fluid for material compatibility testing;
	 	 	 
		“Service”	meaning
                                         the service to be provided by Xaar pursuant to this Agreement as described in Part 2
                                         of Schedule 1;
	 	 	 
	 	“Trade
    Mark”	meaning
    the trade mark specified by Xaar and owned by Xaar or one of the Xaar Group Companies;
	 	 	 
	 	“Working
    Hours”	meaning
    9 am to 5 pm GMT time;



 






		“Xaar
                             Group of Companies”	meaning
                                         every company whether a subsidiary and/or a holding company of Xaar or a subsidiary of
                                         any such holding company. For the purpose of this Agreement “subsidiary”
                                         and “holding company” shall have the meanings ascribed to them by section
                                         1159 Companies Act 2006 as amended.



 


	2	Provision
                                         of the Services
	 	 
	2.1	The
                                         Partner may request that Xaar provide the Service in respect of a particular Product
                                         by written notice to Xaar;
	 	 
	2.2	Xaar
                                         will respond to a request from the Partner under clause 2.1 within a reasonable time
                                         confirming the information, which it requires from the Partner and details of the samples
                                         of the Product it requires in order to make a decision as to whether or not it will provide
                                         the Service in respect of a particular Product;
	 	 
	2.3	Once
                                         Xaar has received all of the information and the Sample it requested under clause 2.2
                                         and undertaken an initial fluid screening, the parties will discuss the results of the
                                         screening and Xaar will confirm whether or not it will provide the rest of the Service
                                         in respect of the particular Product;
	 	 
	2.4	If
                                         Xaar is willing to provide the rest of the Service in respect of a particular Product
                                         following the initial fluid screening referred to in clause 2.3 and Partner is willing
                                         to make the required adjustments to the Product, a project plan will be prepared jointly
                                         and the Partner will promptly comply with Xaar’s instructions and supply any further
                                         information and/or Samples as required by Xaar.



 






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	2.5	For
                                         the avoidance of doubt, Partner decides not to change the Product and/or Xaar decides
                                         not to continue with the Services, either Party shall notify the other in writing as
                                         soon as reasonably possible and that shall be taken as notice to terminate. Any other
                                         work commissioned under the terms herein, if any, shall continue as normal and will not
                                         be affected by potential refusal of additional requests. If the Partner makes changes
                                         to its Product and wants Xaar to carry out a repeat Service in respect of the modified
                                         Product, the Partner will make a request to Xaar in writing for a repeat Service, and
                                         Xaar will confirm to the Partner within a reasonable time whether or not it considers
                                         that it is worthwhile providing a repeat Service. For the avoidance of doubt, it will
                                         be in Xaar’s discretion whether or not to provide the Service more than once in
                                         respect of a particular Product, but Xaar will not unreasonably refuse to provide the
                                         Service. In any event, if requested by Partner, Xaar will provide the repeated Services
                                         subject to agreement on the applicable service fee and if the repeated Services are made
                                         for such a fee, no Fees shall be due with respect to said Products.
	 	 
	2.6	Xaar
                                         will use reasonable efforts to provide the Service to the Partner in accordance with
                                         timeframes notified to the Partner; however Xaar will not be liable to the Partner for
                                         failing to meet any timeframes.
	 	 
	2.7	In
                                         providing the Services, Xaar shall not certify the Product to a Printhead which is nearing
                                         its end of life or to a printhead which is not popular for printers used in the field
                                         for the Product. If Xaar notifies an end of life with respect to the Printhead to which
                                         the Product was certified, it shall provide Partner with one year prior notice and will
                                         provide Services without charge in order to certify the Product to a new Printhead.The
                                         Partner shall notify Xaar as soon as is reasonable in the event that the formulation
                                         of a particular Product (including but not limited to the components or portions of the
                                         components of the Product) changes from what it was at the time when a Fluid Approval
                                         Certificate was issued.
	 	 
	2.8	Once
                                         a Fluid Approval Certificate is provided, Xaar will include the Product in its website
                                         and its other documentation, in the same manner it includes other inks sold with its
                                         Printhead.
	 	 
	2.9	Any
                                         Fluid Approval Certificate issued in respect of a particular Product shall only be valid
                                         to the extent that the formulation of the Product (including but not limited to the components
                                         or portions of the components of the Product) does not change from what it was at the
                                         time when the Fluid Approval Certificate was issued. In the event that such a change
                                         occurs, the Fluid Approval Certificate shall immediately and automatically cease to be
                                         effective and shall be revoked by Xaar immediately. Xaar will endeavour to provide Partner
                                         with a written statement where possible within 15 working days from the date of said
                                         revocation. Xaar shall be further entitled to remove reference to the Product as being
                                         approved on the Xaar website/s and in Xaar documentation, unless such modified Product
                                         is approved by Xaar separately and a Fluid Approval Certificate is issued in respect
                                         thereof.
	 	 
	3	Partner
                                         obligations
	 	 
	3.1	The
                                         Partner will:



 


		(a)	co-operate
                                         with Xaar insofar as reasonably possible and in accordance to the terms of this agreement
                                         in all matters relating to provision of the Service;



 






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		(b)	provide
                                         to Xaar all materials, information and a Sample (in the agreed quantity) which are necessary
                                         for Xaar to provide the Service free of charge;
	 	 	 
		(c)	ensure that its
                     employees and any consultants or subcontractors fully co-operate fully with Xaar in relation to the provision
                     of the Service; and
	 	 	 
		(d)	provide any information
                     relating to safe handling of the Products.





 





	4	Payment



 


	4.1	The
                                         Partner shall pay the Fees in accordance with Schedule 2.



 


	4.2	The
                                         Partner shall provide to Xaar within 30 days of the end of each calendar quarter (31
                                         March, 30 June, 30 September and 31 December) a written report setting out the amount
                                         of Fees which are due in respect of the last quarter and details per customer concerning
                                         the total number of units sold in that quarter, and the total consideration received
                                         from such Customer during the reported quarter.



 


	4.3	Unless
                                         otherwise provided all sums set out in Schedule 2 are exclusive of VAT, and the Partner
                                         will pay any applicable VAT in addition to the specified sums.



 


	4.4	Xaar
                                         may charge interest on a daily basis on all outstanding amounts from the relevant due
                                         date, both before and after judgment, until such time as these sums and any interest
                                         accrued are paid in full at the annual rate of three percent (3%) above Barclays Bank
                                         base rate but not exceeding in the aggregate 30% of the delayed amount.



 


	5	Records
                                         and Audit



 


	5.1	The
                                         Partner shall keep current, complete and accurate written records regarding all the Fees
                                         incurred by it under this Agreement for as long as such Fees are payable and for 1 year
                                         thereafter.



 


		5.2	Upon
                                         15 days’ prior written notice, Xaar and/or its appointed representatives may appoint
                                         a single firm of external auditors to inspect, and audit, such records of the Partner
                                         at any time during Working Hours. Xaar agrees to, and shall ensure that any representatives,
                                         abide by any reasonable security procedures imposed by the Partner in conducting the
                                         audit, and will use, and shall ensure that any representatives will use, information
                                         collected in connection with the audit only for the purpose of verifying the information
                                         supplied and the sums payable under this Agreement. For the avoidance of doubt, all information
                                         obtained by Xaar and/or its appointed representatives shall be subject to the provisions
                                         of clause 6 of this Agreement. Xaar shall pay the costs of the audit, unless the audit
                                         reveals material (which for the purpose of this clause shall be taken to mean a figure
                                         of greater than five percent (5%)) underpayment of Fees owed to Xaar under this Agreement,
                                         in which case the Partner will pay the full costs of the auditors. Xaar may exercise
                                         such audit rights no more than once during any 12 month period. In the event of any underpayment
                                         of the Fees due to Xaar, the Partner shall promptly pay the Fees that are shown to be
                                         due. Xaar’s acceptance of any payment shall be without prejudice to any other rights
                                         or remedies of Xaar under this Agreement or applicable law. This right shall expire after
                                         the period stated in clause 5.1. Xaar’s acceptance of any payment shall be without
                                         prejudice to any other rights or remedies of Xaar under this Agreement or applicable
                                         law.



 






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	5.3	The
                                         Partner shall, at its own expense, once in every twelve months at Xaar's reasonable request,
                                         supply free of charge to Xaar one Sample of each Product in respect of which there is
                                         a valid Fluid Approval Certificate in place and Xaar shall be permitted to analyse such
                                         samples solely in order to determine whether there have been any changes in the formulation
                                         of such Products.



 


		(a)	at
                                         any time at Xaar’s request, supply to Xaar, one Sample of any other fluid products
                                         manufactured and/or supplied by the Partner and Xaar shall be permitted to analyse such
                                         samples to determine whether the Partner is in breach of the terms of this Agreement.



 


	6	Confidentiality



 


	6.1	Except
                                         as expressly provided in this Agreement, neither party will at any time with respect
                                         to any Confidential Information which one of them (a "Recipient") receives
                                         from the other (a "Discloser”), without the express prior written consent
                                         of the Discloser, disclose or otherwise make known or available to any person other than
                                         the Discloser or such of the Recipient’s employees as is or becomes necessary for
                                         the purposes of this Agreement or for exercising rights granted under this Agreement,
                                         (or where Xaar is the Recipient, to Xaar Group Companies), any of the Discloser's Confidential
                                         Information. The Recipient will use all reasonable procedures and take all reasonable
                                         steps to safeguard the Discloser's Confidential Information and will ensure that its
                                         officers and employees comply with this clause 6.



 


	6.2	The
                                         obligations of confidentiality in clause 6.1 will not apply to any Confidential Information
                                         which the Recipient can prove by written records:



 


		(a)	was
                                         lawfully disclosed to it without restriction by a third party who did not obtain the
                                         same (whether directly or indirectly) from the Discloser;



 


		(b)	was
                                         lawfully known to the Recipient without restriction on disclosure before the Confidential
                                         Information was imparted by the Discloser;



 


		(c)	is
                                         or becomes public knowledge (through no fault on the Discloser’s part); or



 


		(d)	is
                                         required to be disclosed by legislation, stock exchange rules or regulation or by a court
                                         order of a court of competent jurisdiction.



 


	6.3	Neither
                                         party will disclose to third parties (except to their legal advisers under obligations
                                         of confidentiality) the terms of this Agreement without the consent of the other party
                                         unless such disclosure is required according to any reporting rules applicable or than
                                         shall become applicable to a Party. This agreement maybe part of due diligence review
                                         albeit always subject to confidentiality undertakings by the recipient;



 


	6.4	All
                                         materials, information, apparatus, methods or processes supplied by Xaar to the Partner
                                         will, at all times, be and remain the exclusive property of Xaar, but will be held by
                                         the Partner in safe custody at its own risk and maintained and kept in good condition
                                         by the Partner until returned to Xaar. The aforementioned will not be disposed of or
                                         used other than in accordance with Xaar's written instructions or authorisation and will
                                         be returned to Xaar immediately on request and in any event, on termination or expiry
                                         of this Agreement;



 


	6.5	All
                                         materials, information, methods or processes supplied by the Partner to Xaar will, at
                                         all times, be and remain the exclusive property of the Partner, but will be held by Xaar
                                         in safe custody at its own risk;



 






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Xaar
will not analyse or reverse engineer the chemical composition of any Product.


 


	7	Intellectual
                                         Property Rights and use of the Report



 


	7.1	All
                                         Intellectual Property Rights in any Report provided to the Partner will remain the property
                                         of Xaar.



 


	7.2	The
                                         Report is prepared for the benefit of the Partner and as such the parties agree that
                                         said report should not be disclosed to anyone else other than Partner. Partner shall
                                         have the right to receive a copy thereof and to use said report for the purpose of adjusting
                                         the properties of the Product.



 


	7.3	As
                                         between the Parties, all Intellectual Property Rights in the Products and any modifications
                                         or derivatives thereof are and will remain the property of Partner including modifications
                                         made pursuant to the Report.



 


	7.4	Once
                                         Xaar has issued a Fluid Approval Certificate to the Partner in respect of a Product,
                                         the Partner will (for as long as the Fluid Approval Certificate is valid) apply the Trade
                                         Mark to that Product’s packaging, in addition to the Partner’s trademarks,
                                         before selling or transferring such Product on to any third party. For the avoidance
                                         of doubt, the Partner shall have no Intellectual Property Rights in the Trade Mark or
                                         any goodwill associated with such Intellectual Property Rights and the Partner agrees
                                         and will ensure that any reputation in the Trade Mark accrues to the sole benefit of
                                         Xaar and Xaar Group Companies.



 


	7.5	The
                                         Partner hereby agrees that, once a Fluid Approval Certificate is provided in respect
                                         of a Product, Xaar will include the Product in its website and its other documentation,
                                         in the same manner as it includes other approved inks.



 


	7.6	The
                                         Partner shall only use the Trade Mark in accordance with Xaar’s written instructions
                                         and shall not use (other than where expressly permitted) or seek to register any trade
                                         mark or trade name (including any company name) which is identical to or confusingly
                                         similar with or incorporates the Trade Mark or any other trade name in which Xaar claims
                                         priority rights anywhere in the world.



 


	7.7	The
                                         Partner shall immediately notify Xaar in writing of any improper or wrongful use of the
                                         Trade Mark of which it becomes aware and shall assist Xaar at Xaar’s expense in
                                         taking all necessary steps to protect and defend such rights (without thereby implying
                                         any obligation on the part of Xaar to take such steps).



 


	8	Warranties



 


	8.1	Each
                                         of the parties warrants that it has full power and authority to enter into and carry
                                         out the actions contemplated under this Agreement.



 


	8.2	Xaar
                                         warrants that it will perform the Services with reasonable skill and care.



 


	8.3	Each
                                         Xaar Printhead is warranted to be free from defects in materials and workmanship for
                                         a period no less than 12 months from the date of purchase. Use of a Certified Product
                                         in conjunction with Xaar Printheads shall not adversely impact the warranty on said Printheads.
                                         For the avoidance of doubt, the warranty period shall remain of 12 months commencing
                                         from the date of purchase of the Xaar Printhead and not from the date of purchase and/or
                                         use of a Certified Product.All other conditions or warranties, express or implied, statutory
                                         or otherwise are excluded to the fullest extent permissible by law.



 






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	8.4	Xaar
                                         does not warrant that recommendations contained in any Report provided by it to the Partner,
                                         if followed, will result in improvement to any Product.



 


	8.5	In
                                         respect of materials, information, apparatus, methods or processes supplied by one party
                                         to another under this Agreement, the supplying party will be under no obligation or liability
                                         in respect of, and no warranty condition or representation of any kind is made, given
                                         or to be implied as to, the sufficiency, accuracy or fitness for purpose of such materials,
                                         information, apparatus, methods or processes and the recipient party will in any case
                                         be entirely responsible for the use to which it puts such materials, information, apparatus,
                                         methods or processes.



 


	9	Limitation
                                         of liability



 


	9.1	Nothing
                                         in this Agreement will exclude or restrict the liability of either party to the other
                                         for death or personal injury resulting from the negligent act of one party or for liability
                                         for any fraudulent misrepresentation by a party to this Agreement.



 


	9.2	Subject
                                         to the provisions of clauses 9.1 and 9.3 the total liability of a Party to the other
                                         Party for direct loss in contract, tort or otherwise arising out of or in connection
                                         with this Agreement or the provision of the Services or use of a Report will be limited
                                         to the greater of £50,000 and 100% of the sums paid under this Agreement to Xaar
                                         by the Partner in the preceding 12 months in respect of such Product.



 


	9.3	Subject
                                         to the provisions of clause 9.1, in no circumstances will a Party be liable to the other
                                         Party whether in contract, tort, negligence, breach of statutory duty or otherwise in
                                         respect of loss of profits, revenue, goodwill, business opportunity, loss of or cost
                                         of restoration of data or for use of the Products or any results obtained by use of the
                                         Report or for any loss or damage suffered by a party as a result of a claim brought by
                                         a third party or any indirect, consequential, financial or economic loss or damage, costs
                                         or expenses whatever or however arising out of or in connection with this Agreement or
                                         the Partner’s use of the Report or the provision of the Services.



 


	10	Force
                                         Majeure



 


	10.1	If
                                         any party is affected by Force Majeure it will forthwith notify the other party of the
                                         nature and extent thereof.



 


	10.2	No
                                         party will be deemed to be in breach of this Agreement by reason of any delay in performance,
                                         or non-performance, of any of its obligations hereunder, to the extent that such delay
                                         or non-performance is due to any Force Majeure of which it has notified the other party
                                         within 7 calendar days of its knowledge of such Force Majeure (unless prevented from
                                         doing so). The time for performance of these obligations will be extended accordingly
                                         as may be fair and reasonable in all circumstances, provided always that if the duration
                                         of any such delay or impediment exceeds sixty (60) days, then any party may give thirty
                                         (30) days’ notice to terminate this Agreement.



 


	11	Term
                                         and Termination



 


	11.1	This
                                         Agreement shall commence on the Commencement Date and shall continue for the Initial
                                         Term and thereafter unless or until terminated in accordance with this clause 11.



 


	11.2	either
                                         party may terminate this Agreement, on a minimum of 3 months’ written notice to
                                         the other, to expire on or after the end of the Initial Term; however this Agreement
                                         will continue in force solely in respect of those Products where the Service had already
                                         commenced at the time the written notice was given and had not completed by the end of
                                         the 3 months’ written notice, until the Service has completed.



 






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	11.3	If
                                         Partner decides not to change the Product and/or Xaar decides not to continue with the
                                         Services, either Party shall notify the other and, if no other work carried out under,
                                         the Agreement shall terminate upon written notice of either Party, without further liability
                                         as per provision 11.2. In any event of Termination, the parties shall make full restitution
                                         of all Confidential Information already received from the other party.



 


	11.4	This
                                         Agreement may be terminated immediately on written notice by one party (“the
                                         Terminating Party”) to the other party (the “Defaulting Party”):



 


		(a)	upon
                                         a material or persistent breach of this Agreement by the Defaulting Party and which (in
                                         the case of a breach capable of being remedied) has not been remedied within 30 days
                                         of a written request to remedy the same;



 


		(b)	if
                                         an order is made or a resolution is passed for the winding-up of the Defaulting Party
                                         or an order is made for the appointment of an administrator to manage the affairs, business
                                         and property of the Defaulting Party or a receiver and/or manager or administrative receiver
                                         is validly appointed in respect of all or any of the Defaulting Party’s assets
                                         or undertaking or circumstances arise which entitle the Court or a creditor to appoint
                                         a receiver and/or manager or administrative receiver or which entitle the Court to make
                                         a winding-up or bankruptcy order or the Defaulting Party takes or suffers any similar
                                         or analogous action in consequence of debt;



 


		(c)	upon
                                         a material breach by the Defaulting Party of its confidentiality obligations under clause
                                         6.



 


	12	Effects
                                         of termination



 


	12.1	Any
                                         termination of this Agreement will be without prejudice to any other rights or remedies
                                         either party may be entitled to under this Agreement or at law.



 


	12.2	The
                                         following clauses will survive termination or expiry of this Agreement howsoever caused:
                                         clauses 4 (with respect to Products approved and for as long as the Fluid Approval certificate
                                         is still in effect), 5 (for the period set out in Section 5.1), 6, 7, 8, 9, 12, and 13.



 


	13	General



 


	13.1	The
                                         parties are independent contractors and nothing contained in this Agreement will be construed
                                         to imply a partnership, employer/employee, or principal/agent relationship between Xaar
                                         and the Partner or any of the other’s staff or contractors. The Partner will not
                                         have any right, power or authority to create any obligations, express or implied on behalf
                                         of Xaar either jointly or severally.



 


	13.2	The
                                         terms of this Agreement including the Schedules contain the entire agreement between
                                         the parties with respect to their subject matter, and supersede all previous agreements
                                         and understandings between the parties with respect to it. This Agreement may not be
                                         varied except in writing and signed by a duly authorised representative of each party.



 






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	13.3	The
                                         Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement, and nothing
                                         in this Agreement will confer or purport to confer on any third party any benefit or
                                         any right to enforce any term of this Agreement or operate to give any third party the
                                         right to enforce any term of this Agreement.



 


	13.4	The
                                         failure to exercise or delay in exercising a right or remedy provided by this Agreement
                                         or by law does not constitute a waiver of the right or remedy or a waiver of other rights
                                         or remedies.



 


	13.5	If
                                         any provision of this Agreement will be held to be unlawful, invalid or unenforceable,
                                         in whole or in part, under any enactment or rule of law, such provision or part will
                                         to that extent be severed from this Agreement and rendered ineffective as far as possible
                                         without modifying or affecting the legality, validity or enforceability of the remaining
                                         provisions of this Agreement which will remain in full force and effect.



 


	13.6	Neither
                                         Party shall be entitled to assign or sub-contract this Agreement nor any of its rights
                                         or obligations hereunder nor to grant sub-licences of any Intellectual Property Rights
                                         such Party is permitted to use under this Agreement, except to its Affiliates, for which
                                         prior notice shall be provided to the other party.



 


	13.7	This
                                         Agreement may be executed in two counterparts, each of which shall be deemed an original,
                                         and both of which taken together shall constitute one and the same instrument.



 


	13.8	Any
                                         notice to be given under this Agreement will be in writing and will be delivered by hand,
                                         sent by first class post or sent by facsimile to the address of the other party set out
                                         in this Agreement or sent by e-mail to the email address of the other party (or such
                                         other address or email address as may have been notified) provided that in the case of
                                         notice served by facsimile or by e-mail, such notice is confirmed by letter posted within
                                         12 hours to the address of the other party. Any such notice or other document will be
                                         deemed to have been served: if delivered by hand - at the time of delivery; if sent by
                                         post - upon the expiration of 48 hours after posting; and if sent by facsimile or by
                                         e-mail - at 9.00 am on the next business day after the facsimile or email was dispatched.



 


	13.9	The
                                         terms within this agreement and any dispute or claim arising out of or in connection
                                         with them or its subject matter or formation (including non-contractual disputes or claims)
                                         shall be governed by and construed in accordance with the laws of England and Wales.



 


In
the event of a dispute of a matter pertaining to these terms, the parties agree to negotiate in good faith to reach a mutually
acceptable settlement. The parties shall attempt to resolve amicably all disputes, controversies or differences which may arise
including at least one face to face meeting between representatives of the parties who are authorized to resolve the matter. If
an amicable settlement cannot be reached, any controversy or claim between or among the parties shall be determined by arbitration.
The arbitration shall be held in London, United Kingdom. The award of the arbitrators shall be final and binding upon the parties
and shall be enforceable in any court of competent jurisdiction. All disputes arising under or in relation to this Agreement shall
be submitted to arbitration under the rules of the London Court of International Arbitration (“LCIA”) in the United
Kingdom in force as from the effective date in which these terms were agreed upon the parties. The matter will be resolved by
one arbitrator appointed in accordance with the LCIA regulations. Notwithstanding the foregoing statement, either party may seek
or obtain a temporary restraining order or preliminary or other injunction in any court of competent jurisdiction in the event
of improper use, disclosure or threatened use or disclosure by the other party of its Confidential Information.


 






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AS
WITNESS whereof this Agreement has been entered into by the above parties on the date and year first above written. 


 


	SIGNED
    for and on behalf of

    XAARJET Limited	SIGNED
    for and on behalf of 

    THE PARTNER
	 	 
	Name:
    Alex Bevis	Name:
    Dr. Fernando de la Vega
	 	 
	Position:
    Finance Director	Position:
    CEO
	 	 
	Signature:
    /S/ Alex Bevis             	Signature:
    /S/ Dr. Fernando de la Vega            



 






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Schedule
1


 


Part
1 – Fluid Approval Process


 


The
following chart illustrates the Fluid Approval Process:


 





 






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Part
2 - Service


 


The
Service consists of the following steps:


 


		●	Xaar
                                         receives a Product and all necessary documentation from the Partner.



 


		●	Xaar
                                         carries out an initial Complex Rheology Analysis of the Product to ascertain suitability.



 


		●	Xaar
                                         carries out the full data measurements required for the Complex Rheology Analysis.



 


		●	Xaar
                                         carries out and reports on the analysis of the relevant data.



 


		●	Where
                                         necessary, Xaar advises the Partner on the nature and scale of changes recommended to
                                         the Product, in which case the Partner may at its discretion make such changes and submit
                                         further samples for Complex Rheology Analysis in accordance with this Agreement.



 


		●	In
                                         the event that the Product satisfies the initial review, the Product enters the Fluid
                                         Approval Process.



 


		●	At
                                         the conclusion of the Fluid Approval Process, a report, and, where appropriate, a waveform
                                         file, and Fluid Approval Certificate are issued and the Product will be listed as approved
                                         on the Xaar website and in Xaar documentation (unless specifically requested not).



 


		●	Following
                                         issuance of a Fluid Approval Certificate from Xaar to the Partner in respect of a Product,
                                         the Partner may then sell and/or use such Product in accordance with the terms of this
                                         Agreement. 



 






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Schedule
2


 


Products


 


Nano-metal
particle conductive inks to be used with Xaar Printheads following issuance of Fluid Approval Certificate. 


 


Fees


 


The
Fee shall be agreed on the basis of each ink type submitted. No Fee shall be due with respect to Products sold with non-Xaar Technology
Printheads or if the Fluid Approval Certificate is no longer valid. 


 


1.
Silver Nano-Particle Ink (Reference No):


 


The
Partner shall pay Xaar the Fee detailed below, of the Price of Products sold by the Partner or its Affiliates, as set forth below:
The Fee shall be 2% of the Price per Product received from the date Xaar has issued a Fluid Approval Certificate in respect of
such Product until the cumulative value of the fees received by Xaar exceeds £50,000.


 


Once
the cumulative value of the fees received by Xaar exceeds £50,000 the Fee shall become 1% of the Price per Product sold
where Xaar has issued a Fluid Approval Certificate.


 


Once
the cumulative value of the Fees received by Xaar with respect to all Products exceeds £1,000,000 both parties agree to
review the percentage payable in the light of the prevailing business conditions. 


 


“Price”
shall mean the invoice price for the Product in question in an arm’s length transaction less the following:


 


(a)
customary trade, quantity, or cash discounts to the extent actually allowed and taken; (a) amounts repaid or credited by reason
of accepted and justifiable rejection or return; and (b) transport, freight and value added tax and other duties and taxes assessed
directly on sales to the extent identified on the invoice;


 


(c)
sales tax or other value added tax invoiced;


 


(d)
any cost or expense after the ex-works point


 


(e)
bad or doubtful debt, being amounts due for outstanding invoices not paid within 6 months of their due date.


 


Excluded
Customers


 


No
Fees shall be paid with respect to Products sold to Schmidt. For the avoidance of doubt said exclusion should be limited to
inks sold for the Schmid Nanojet printer.


 


The
Partner shall pay the Fees quarterly in arrears. Xaar shall issue an invoice in respect of the relevant Fees to the Partner quarterly,
based on the Fee report received from Partner.


 


The
Partner shall pay the Fees within 30 days of the date of Xaar’s invoice.


 


 


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