exhibit_10-1.htm


    
      

    

    EXHIBIT
10.1

    
 

    EXCLUSIVE
DISTRIBUTION AGREEMENT

    


    THIS
EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into this 21st
day of May, 2009 (the “Effective Date”), between CARBON REDUCER INDUSTRIES,
LTD., a Thailand corporation (“CRI”) and CARBON CREDITS INTERNATIONAL, INC., a
Nevada corporation (“Licensee).

    


    RECITALS

    


    WHEREAS,
CRI has developed and owns all right, title and interest in and to certain
proprietary energy reduction products, services and solutions (“CRI Solutions”);
and

    


    WHEREAS,
CRI desires to grant to Licensee an exclusive, perpetual  license to
distribute, market,  sell, license, advertise, sub-license and
otherwise commercially exploit the CRI Solutions throughout the Territory (as
described below) upon the terms and conditions set forth herein.

    


    AGREEMENT

    


    1.           GRANT OF
RIGHTS.  CRI hereby grants to Licensee an exclusive,
non-transferable right and license throughout the Territory to distribute,
market, sell, license, advertise, sublicense,  and otherwise
commercially exploit the CRI Solutions throughout the Territory during the Term.
In addition, Licensee shall have the exclusive, non-transferable right and
license throughout the Territory to distribute, market, sell, license,
advertise, sublicense and otherwise commercially exploit any future CRI
Solutions developed by CRI throughout the Territory during the
Term.

     

    2.           TERM.  The
term of this Agreement shall commence upon the date hereof and shall continue in
perpetuity except as otherwise provided in this Agreement.
(“Term”).

     

    3.           EXLUSIVITY.  In
the event that Licensee does not achieve a minimum of $2,000,000 US in sales
during any 12 month period from the date of this Agreement, CRI shall have the
option, upon 60 days written notice, to convert this Agreement to a
non-exclusive license.

     

    4.           TERRITORY. The
territory shall be the world (“Territory”).

     

    5.           LICENSE
FEE/ROYALTY.  Upon the execution of this Agreement, Licensee
shall pay CRI an initial license fee (the “License Fee”) consisting of 6,000,000
shares of the common stock of Licensee (the “Shares”) based upon a value of
$.0001 per share. The Shares shall bear a restrictive legend in accordance with
the rules and regulations of the Securities and Exchange Commission, shall be
non-assessable and free and clear of any and all liens and encumbrances. In
addition, Licensee shall pay CRI a royalty of 15% of the gross proceeds (as
defined in Section 5 below) received by Licensee from the commercial
exploitation of the CRI Solutions.

     

    6.           PRODUCT
PURCHASE/LEASING.  Licensee shall purchase or lease CRI
Solutions from CRI upon a mutually acceptable pricing or leasing schedule for
each of the CRI Solutions to be provided by CRI upon the execution of this
Agreement.  Licensee shall receive any and all  gross
proceeds received or generated from any such sales, leasing, sub-licensing or
commercial exploitation of the CRI Solutions. For purposes of this Agreement
“gross proceeds” shall include, but shall not be limited to, any and all
proceeds derived from CRI Solution sales, leasing, sub licensing
or from revenue sharing arrangements with any customer based upon the cost
savings resulting to the customer which are generated from the use of any CRI
Solution whether generated by Licensee or any sub-licensee of
Licensee.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    7.           MARKETING COSTS AND
EXPENSES. Except as otherwise set forth in this Agreement, Licensee shall
be responsible for all of its selling, marketing, leasing and licensing costs
and related expenses.

     

    8.           WARRANTY, MAINTENANCE AND
SUPPORT.  CRI hereby agrees to warrant all CRI Solutions sold
or leased to Licensee and Licensee’s customers in accordance with CRI’s
established warranty policies, as amended from time to time. CRI also agrees to
maintain and support the CRI Solutions, and to provide upgrades, modifications
and enhancements to Licensee and its customers and end-users at CRI’s sole cost
and expense. Licensee shall incur no obligation to warrant, support or maintain
any of the CRI Solutions sold, licensed or leased to Licensee’s
customers/end-users or any sub-distributor of Licensee or its
customers/end-users.

     

    9.           REPRESENTATIONS AND
WARRANTIES OF CRI.  CRI represents and warrants to Licensee
that

     

    9.1.         CRI
owns all right, title and interest in and to the CRI Solutions.

     

    9.2.         CRI
has full authority to enter into this Agreement and effectuate the transactions
contemplated hereunder, and that executing this Agreement shall not infringe
upon any third party right.

     

    8.3          CRI
shall secure and pay for all third party licenses, permissions and consents that
are required to be obtained by CRI under this Agreement and/or which are
otherwise necessary for Licensee to lawfully exercise the rights and/or licenses
granted to it in this Agreement.

     

    10.         REPRESENTATIONS AND
WARRATIES OF LICENSEE.  Licensee represents and warrants to CRI
that it has obtained any and all necessary approvals, and has the authority to
enter into this Agreement.

     

    11.         CRI AUDIT RIGHT. The
parties agree that CRI shall have the right, through independent auditors, at
its own expense and upon reasonable notice on a mutually agreeable date no more
than once in any twelve month period, to audit all books and records as well as
related Licensee purchase orders, shipping invoices and all other related
records having to do with the selling, leasing, licensing, shipping and billing
of the CRI Solutions by Licensee. If in fact Licensee is found to have been
delinquent in rendering proper and accurate statements and related payments in
excess of 5% to CRI, then Licensee shall be liable and responsible to
immediately, within seven (7) business days of written notice from CRI, pay CRI
the total difference owed by virtue of the audit, and they shall also be
responsible to pay CRI 100% of the actual auditing costs within seven (7)
business days of presentation of a certified invoice.  If in fact no
such delinquency is found, then CRI shall compensate Licensee for their actual
costs of the audit.

     

    12.         GENERAL.

     

    12.1        Governing Law and
Venue. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Nevada without regard to principles
of conflict of laws. Nevada courts (state or federal) will have the exclusive
jurisdiction over any controversies regarding this Agreement; any action or
other proceeding which involves such a controversy will be brought in such
Nevada courts and not elsewhere.

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    12.2        Assignment.  Neither
party shall assign any of its rights or obligations under this Agreement other
than, with prior written consent of the other, to an entity owning or acquiring
all or substantially all of its stock or assets.

    


    12.3        Publicity; Licensee
Marks.  In no event shall CRI or Licensee publish or otherwise
release any press release or other article, announcement or publication
concerning this Agreement or the subject matter related hereto without first
obtaining the other party’s written approval thereof, and to the content and
timing thereof, which approval may be given in its sole
discretion.  In no event shall CRI or Licensee use any trademark,
service mark, or trade name of the other party without the prior written
approval of the rights-holder in such trademark, service mark, or trade
name.

    


    12.4        Remedies.  To
the extent permitted by applicable law, the rights and remedies of the Parties
provided under this Agreement are cumulative, and the exercise or failure to
exercise any particular right or remedy will not be in limitation of any other
right or remedy, whether hereunder, at law or equity or by
contract.

    


    12.5        Confidentiality.  Each
party shall use its reasonable efforts to (i) keep confidential the terms of
this Agreement and all other information obtained from the other party pursuant
to this Agreement, provided that such terms and/or information are identified,
in writing, as confidential, (ii) keep confidential all information which is
specifically designated in writing as “trade secret” for so long as the
information remains secret, and (iii) not divulge to or discuss with any third
parties the results of any testing and/or evaluation of the CRI Solutions which
Licensee may carry out under this Agreement.  All business terms of
this Agreement are to be considered as confidential.  Except as
otherwise specified in section (ii) of this Section 12.5, these obligations
shall survive for a period of two (2) years following the date of the
termination of the Term, but such obligations shall not apply to information
already known to the recipient at the time of disclosure and not subject to
terms of confidentiality, independently developed by the recipient, or otherwise
generally publicly available.  Notwithstanding anything to the
contrary contained in this Section 12.5, it shall not be deemed to be a breach
of this Section 12.5 of this Agreement if either party is required to disclose
confidential information pursuant to: (a) any statute, regulation, order,
subpoena or document discovery request, provided that, if allowed by applicable
law, prior written notice of such disclosure is furnished to the disclosing
party as soon as practicable in order to afford the disclosing party an
opportunity to seek a protective order (it being agreed that if the disclosing
party is unable to obtain or does not seek a protective order and the receiving
party is legally compelled to disclose such information, disclosure of such
information may be made without liability); or (b) in connection with an audit
or review by any taxing authority, provided that, if allowed by applicable law,
prior written notice of the request thereof is furnished to disclosing
party.

     

     

     

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


     

    12.6        Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties, and supersedes any and all prior written or oral agreement
or understanding relating to the same subject matter.  No change to
this Agreement will be effective unless made in writing and signed by both
parties.

    


    12.7        Headings.  The
use of headings in each Section of this Agreement are for convenience only and
will have no legal effect whatsoever.

    


    IN WITNESS
WHEREOF,  the parties hereto have executed this Agreement as of
the Effective Date.

     

    
      
        
          
            
              
                
                  
                    	 	

                            CARBON
      REDUCER INDUSTRIES, LTD.

                          	 	 	

                            CARBON
      CREDITS INTERNATIONAL, INC.

                          	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                            /s/ 
      Kevin Matthews  

                          	 	By:	
                            /s/ 
      Hans J. Schulte

                          	 
	 	
                                  
      Kevin Matthews  

                          	 	 	
                                  
      Hans J. Schulte

                          	 
	 	
                                  
      President

                          	 	 	
                                  
      President

                          	 


                  

                

              

            

          

        

      

    

    
       

       

       

       

       

       

       

       

       

       

       

       

      
        4