EXHIBIT 10.1


 


STWA-TDC
Cooperation Framework Agreement
(the "Agreement")


 


This
Agreement is entered
into as of
this 9th day of March, 2012 between
Save the World Air, Inc. ("STWA"), and Beijing Heng
He Xing Ye Technology Development Co., Ltd  ("TDC"),
(collectively, the "Parties").


 


Whereas the Parties have previously signed an
LOI dated December 10,2011 and an NDA dated November 9,
2011 respectively, both of which still remain in effect;


 


Whereas STWA holds the
worldwide license to certain unique and patented technology known as Applied 
Oil Technology ("AOT"), from the owners of the patents, Temple University, Philadelphia Pennsylvania;


 


Whereas the Parties
wish to jointly market and sell the AOT system (the "System") in China;


 


Nowtherefore, in consideration
of mutual covenants and other good and valuable consideration, the Parties agree as follows:


 


	1.		TDC shall be responsible for promoting the commercial
application of the System and developing markets for the System in China.



 


	2.		STWA shall be responsible for manufacturing
and provision of the System for customers in China.





 


	3.		TDC shall be the sole distributor to market
and sell the System in China.



 


	4.		After signing this Agreement, STWA shall
provide, as soon as practically possible, in three phases, the following: (1) laboratory
experimental and testing devices, which TDC will deliver to China Petroleum Pipeline
Administration ("CPP") for experiment and testing ("Laboratory Testing"); (2) an AOT prototype device, which
TDC will deliver to CPP for loop pipeline testing at CPP site ("Loop Pipeline
Testing") upon successful completion of the Laboratory Testing; and (3) an AOT
prototype device, which TDC will deliver to CPP for engineering test
("Engineering Testing'') upon
successful completion of the Laboratory Testing and Loop Pipeline Testing.





 


	5.		TDC shall be responsible for all costs
of implementing the Laboratory Testing,
Loop Pipeline Testing, and Engineering Testing, as well as all costs relating to
the certification of the System in China.



 


	6.		After CPP certification of the System,
STWA will be receiving payment for all AOT units delivered to China in accordance with TDC's directions. The Parties will
further discuss and decide on sales pricing for
the System, and on profit sharing between
the Parties, in a separate agreement.



 






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	7.		The Parties will
further discuss and agree, in a separate agreement, on certain milestones to
be achieved in order to give full effect to this
Agreement. The Parties may further enter into agreements from time to
time in order to implement this Agreement.



 


	8.		TDC will provide STWA all engineering,
design, and testing information, on
a confidential basis, to assist STWA in
the further refining and improvement of
the System.



 


	9.		TDC will coordinate with STWA on all aspects of
preparing and installing the System.



 


	10.		TDC agrees to allow STWA to
advertise the use of the System
by its customers or affiliates to promote further sales provided that all information
to be publicly disclosed shall be approved in advance
and in writing by TDC.



 


	11.		The provisions of this Agreement shall
be binding upon and inure to the benefit of the
Parties and their respective successors
and permitted assigns, unless and until
terminated by the Parties in writing. No Party may assign or otherwise transfer its
rights or obligations under this Agreement except with written consent
of the other Party.



 


IN WITNESS WHEREOF, the Parties 
hereto  have caused this Agreement to  be
executed by their du1y authorized representatives
on the following date.


 


SIGNED THIS 9 OF
March, 2012


 


 


	By:  Ruilin Zhao, CEO, TDC Ltd.	By:  CECIL BOND KYTE, CEO, STWA, INC.
		


 


 




 






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