China GengSheng Minerals, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission. 

AGREEMENT 

By and between 

ZHENGZHOU DUESAIL FRACTURE PROPPANTS CO., LTD. 

And 
_______


Dated June 19, 2011 




Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

AGREEMENT 

THIS AGREEMENT (this “Agreement”) is entered into
as of June 19, 2011 by and between Zhengzhou Duesail Fracture Proppants Co.,
Ltd., a corporation organized under the laws of The Peoples’ Republic of China
(“ DUESAIL ”), and _______ , a limited liability company organized under
the laws of the state of Texas (“ _______ ”). _______ and DUESAIL shall
each be referred to herein as a “Party.” _______ and DUESAIL shall
collectively be referred to herein as the “Parties.” 

RECITALS 

WHEREAS, the Parties desire to set forth herein the terms of a
strategic partnership whereby they shall work together to promote the branding
and distribution of the Products (defined below) in the Geographic Region
(defined below); and 

WHEREAS, _______ and DUESAIL wish to establish their rights and
obligations with respect to the purchase and sale of Products as further set
forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows: 

AGREEMENT 

ARTICLE I – DEFINITIONS 

As used herein, the following terms shall have the meanings set
forth below. Additional terms are defined throughout the text of this Agreement.


“Affiliate” means, with respect to
a specified person, a person that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified. In order for a person or entity to qualify as an Affiliate
of DUESAIL, such person or entity must also be primarily and directly engaged in
the business of manufacturing and selling Products. No person or entity shall be
considered to be directly and primarily engaged in such business solely by means
of (i) their ownership of equity interests in DUESAIL or its Affiliates, (ii)
service on the Board of Directors or similar governing body of DUESAIL or its Affiliates, or (iii) service as an executive
officer of DUESAIL or its Affiliates. 

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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission. 

 

“Base Selling Price” means the
price of each Product sold to _______ as set forth on Exhibit A. 

“Effective Date” means the date set
forth in the preamble of this Agreement. 

“Geographic Region” means the
United States of America and any other region mutually agreed upon by the
Parties and memorialized in the form of an amendment to this Agreement. 

“Material Breach” means a failure
by a Party to perform any material obligation, covenant or undertaking of that
Party hereunder, which obligation, covenant or undertaking, if not cured in
accordance with the provisions of this Agreement, would deprive the counterparty
of a material benefit justifiably expected by the counterparty under this
Agreement. 

“Prioritize” means that DUESAIL
shall use commercially reasonable efforts to fill the orders of _______ before
orders from other parties. 

“Products” means all types and
forms of ceramic proppants manufactured by DUESAIL and specifically identified
on Exhibit A to this Agreement. 

ARTICLE II – PRODUCT BRANDING/INTELLECTUAL PROPERTY 

It is the intention of _______ to work with DUESAIL to
facilitate the branding and overall market awareness of the Products in the
Geographic Region. Therefore, this Article II identifies the actions that
_______ shall take to further this effort for the benefit of the strategic
partnership established by this Agreement. 

2.1 Expanding Business Opportunities. To help DUESAIL
establish greater market share for its Products in the Geographic Region,
_______ agrees that during the term of this Agreement it shall, at its own cost
and expense, help develop and enhance the business opportunities in the
Geographic Region. In furtherance thereof _______ shall undertake the following:
Branding Strategy: 

	
  Work with DUESAIL to name each Product in such a manner as to enhance
  brand and market recognition.
  

	
  Work with DUESAIL to develop a logo to establish a visual identity for each Product. 



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  Confidential Treatment has been requested for certain portions of this
  Agreement that have been redacted in this Exhibit. These portions are
  indicated by an underline (____). The omitted portions of this Agreement have
  been separately filed with the Securities and Exchange Commission. 

 
	
  Work with DUESAIL to choose a slogan that appeals to users in the
  Geographic Region and strengthens brand recognition.
  

	
  Determine the proper packaging in a manner to ensure ease of use and
  strengthen Product recognition.
  

	
  Verify that the brand name, logo, slogan, and packaging convey a uniform
  message that emphasizes the quality and characteristics of the Products.




Marketing Strategy: 

	
  Develop a marketing plan and advertising plan to create Product awareness.

  

	
  Determine and utilize marketing channels with the intent to efficiently
  develop brand awareness.
  

	
  Evaluate marketing results periodically to determine the efficacy of the
  strategy and implement changes as needed. 



Marketing Intelligence: 

	
  Develop a program to determine the current and future needs and
  preferences, attitudes and behaviors of the marketplace for the Products.
  

	
  Assess changes in the business environment that may affect the size and
  nature of the market -place in the future.
  

	
  Gather information on competitors in the marketplace with regards to their
  product quality, price, and promotion efforts. 



Technical Support: 

	
  Provide advice such that technological and operational knowledge related
  to the Products may be improved.
  

	
  Offer advice such that the Products’ quality control process can be
  continually enhanced. 



Growth and Development: 

	
  Assist in the development of an operational growth strategy.
  

	
  Identify financing alternatives so as to implement such growth strategy.
  

	
  Develop and advise regional expansion plans. 



Data Sharing: 

	
  Share all testing and performance data, to the extent possible, generated
  by _______’s customers.
  

	
  Cooperate with DUESAIL to evaluate the available testing and performance
  data to improve the Products. 



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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

The Parties agree that all branding and marketing efforts shall
be undertaken on a cooperative basis, with each Party being deemed to have
co-branding rights thereto. 

2.2 Intellectual Property Rights. Once the Products are
named and the branding strategy formalized, _______ shall, at its sole cost and
expense, file with the applicable trademark authorities within the Geographic
Region applications to register the Products related service and/or trademarks.
_______ and DUESAIL shall be deemed co-applicants of the marks submitted for
registration. Upon termination of this Agreement, _______ and DUESAIL shall
confirm the ownership of all registered marks and related intellectual property
based upon good faith negotiations; however, if the Parties can not come to an
agreement as to which shall be deemed the sole owner of the branding and the
related intellectual property rights then, neither of the Parties shall have a
continuing right to use said marks or branding rights. 

ARTICLE III – JOINT SELLING EFFORTS 

In an effort to promote the overall branding and distribution
of the Products DUESAIL and _______ agree to develop a partnership whereby
_______ shall have the right to purchase Products under the following terms.


3.1 Product Availability. During the term of this
Agreement and unless otherwise agreed to by the Parties in writing, DUESAIL
hereby agrees to sell to _______ for use in the Geographic Region, as then in
effect, a minimum of 4,000 metric tons of Products for July 2011, a
minimum of 6,000 metric tons of Products for August and September 2011,
respectively, and a minimum of 8,000 metric tons of Products per month
commencing October 1, 2011 (the “ Sales Commitment ”). 

Before submitting a purchase order, _______ shall inform
DUESAIL as to which kind of Product it desires to order. If DUESAIL cannot meet
the requirements requested by _______ , the Parties shall then negotiate a
mutually agreeable Product order and DUESAIL shall then configure the Products
in accordance with the results of the afore-referenced negotiation. All
purchases of Products shall be governed by the terms and conditions set forth in
the purchase order with all purchased Products to meet the Product
specifications (“_______’s Specifications”) set forth in Exhibit B
hereto. 

3.2 Purchase Orders. _______ shall deliver to DUESAIL a
purchase order for all Products it may acquire for a given month at least 40
days before products delivered, said purchase order to set forth the specific
number of metric tons of each Product to be acquired. DUESAIL’s acknowledgment
of each purchase order shall include detailed acceptance information thereof, unless otherwise noted in such acknowledgement. DUESAIL shall
exercise a good faith effort to Prioritize _______ ’s purchase orders.


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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

3.3 Delivery. DUESAIL shall inform _______ timely about
the delivery of the ordered Products, and _______ shall audit its order in
accordance with Section 4.3. No Product shall be delivered before confirmation
from _______. 

3.4 Excess Capacity. To the extent DUESAIL is able to
manufacture Product in excess of the Sales Commitment (“Additional Product
Capacity”) during a given month, DUESAIL shall notify _______ of such excess and
_______ shall have ten (10) days to advise DUESAIL of its desire to purchase
said Additional Product Capacity. 

ARTICLE IV – PRICES; PAYMENT; INSPECTION 

4.1 Selling Price/Price Adjustments. DUESAIL shall sell
each Product to _______ at the then current Base Selling Price, as set forth in
Exhibit A hereto. The Base Selling Price for each Product shall be
evaluated every six (6) months from the Effective Date so as to take into
consideration current market conditions for the Products and to make any
necessary changes to ensure that the price reflects market conditions effected
by global events, with all mutually agreed upon modifications being set forth in
an amendment to Exhibit A. 

At any time during the aforementioned six month price review
periods a situation arises (including, but not limited to, significant changes
of exchange rate)that may materially influence the then applicable Base Selling
Price, either of the Parties may call for a renegotiation of the Base Selling
Price then in effect. 

4.2 Payment. Unless agreed to otherwise by DUESAIL or specified
herein, payment for all sales of Product shall be made within 90 days against
the Bill of Lading date by an irrevocable and non-transferable letter of credit.
DUESAIL agrees that it shall deliver to the issuer of any letter of credit such
information that such issuer may request, so long as the request is reasonable
and customary and the information is readily available to DUESAIL. _______ shall
have the right to withhold any amounts disputed in good faith until the disputes
are resolved by the Parties and the Product delivered to _______ shall be
returned to DUESAIL immediately upon DUESAIL’s request; provided, further, that
in the event of an invoice that contains both disputed and undisputed amounts,
the undisputed amounts will be paid promptly. Payment to DUESAIL for Product
shall be made in U.S. dollars and payable to any account designated by DUESAIL.


4.3 Inspection/Product Rejection. _______ shall have the
right, at its own cost and expense, to have its employees or designees perform
continual onsite inspections of the manufacturing and packaging of Products
prepared for _______ and to conduct periodic independent third party quality
control testing of same so as to ensure adherence to _______ s
specifications set forth in Exhibit B hereto. All deficiencies noted in the
manufacturing or packaging process shall be immediately brought to the attention
of DUESAIL, with DUESAIL to exercise a good faith effort to remedy all defects
in a commercially reasonable fashion. _______ shall have the right to reject
Products at each testing interval and/or until such time as they are deemed to
satisfy the _______ ’s specifications and accepted for use by the _______ ’s
customers. _______ ’s rejection shall not be arbitrary and commercially
unreasonable. 

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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

ARTICLE V – TERM 

5.1 Term. This Agreement shall be effective as of the
Effective Date and shall remain in effect for a period of five (5) years from
the Effective Date. 

5.2 Termination After Effective Date. After the
Effective Date, this Agreement may be terminated: 

	(a) 	
      by a Party upon the failure of the other Party to cure a
      Material Breach within ninety (90) days after a written notice of such a
      Material Breach from the first Party (the “Material Breach
      Notice”). If such a Material Breach is not cured within ninety (90)
      days after the date of the Material Breach Notice, then the first Party
      may terminate this Agreement by providing further written notice to the
      other Party (the “Termination Notice”); provided that the
      Termination Notice shall be received by the other Party no later than
      thirty (30) days after the expiry of the 90-day period following the date
      of the Material Breach Notice.

	 	 
	(b) 	
      by either Party upon the other Party becoming bankrupt,
      insolvent, or having a receiver, trustee or other similar person appointed
      under insolvency laws to manage any part of its business or
  assets.



Nothing in this Section 5.3 shall be deemed to release
any Party from any liability for any breach of this Agreement prior to the
effective date of termination. 

ARTICLE VI – CONFIDENTIALITY 

6.1 General Obligations. 

(a) All Confidential Information relating to or obtained from
_______ or DUESAIL shall be held in confidence by the recipient to the same
extent and in at least the same manner as the recipient protects its own
confidential or proprietary information, but in no event shall the recipient
exercise less than reasonable care. Except as otherwise provided in this
Article VI, neither _______ nor DUESAIL shall disclose, publish, release,
transfer or otherwise make available Confidential Information of, or obtained
from, the other in any form to, or for the use or benefit of, any person or entity
without the disclosing party’s prior written consent. 

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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

(b) Each of _______ and DUESAIL shall, however, be permitted to
disclose relevant aspects of the other’s Confidential Information to its
officers, directors, attorneys, accountants and senior-level employees that are
directly involved with the performance of this Agreement, and to the officers,
directors, attorneys, accountants and such senior-level employees of its
Affiliates (to the extent that such disclosure is not otherwise restricted under
any contract, license, consent, permit, approval or authorization granted
pursuant to applicable law, rule or regulation, and only to the extent that such
disclosure is reasonably necessary for the performance of its duties and
obligations under this Agreement (or the determination or preservation of its
rights under the Agreement)); provided, however, that the
recipient shall take all reasonable measures to ensure that Confidential
Information of the disclosing party is not disclosed or duplicated in
contravention of the provisions of this Agreement by such officers, directors,
partners, agents, professional advisors, contractors, subcontractors and
employees. 

6.2 Confidential Information. For purposes of this
Agreement, “Confidential Information” of a Party shall mean all
information and documentation of such Party (or its Affiliates), whether
disclosed to or accessed by the other Party (or its Affiliates) in connection
with the activities contemplated by this Agreement that has been marked as
“Proprietary” or “Confidential” or bears some other proprietary designation, or
if disclosed orally or visually, has been designated by a Party as confidential
when disclosed and subsequently confirmed in a letter or other written statement
or summary made to the other Party within thirty (30) days of such disclosure,
and shall include, without limitation, the following with or without proprietary
or confidential designation: 

	(i) 	
      information concerning business plans;

	 	 
	(ii) 	
      financial information;

	 	 
	(iii) 	
      information concerning operations and the results of
      operations;

	 	 
	(iv) 	
      pricing information and marketing strategies;

	 	 
	(v) 	
      information that a Party is legally obligated not to
      disclose;

	 	 
	(vi) 	
      information that qualifies as a trade secret under
      applicable law;

	 	 
	(vii) 	
      this Agreement;

	 	 
	(viii) 	
      patents, unpatented inventions and information regarding
      product development and improvements; and



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Confidential Treatment has been requested for
certain portions of this Agreement that have been redacted in this Exhibit.
These portions are indicated by an underline (____). The omitted portions of
this Agreement have been separately filed with the Securities and Exchange
Commission. 

 	(ix) 	material and performance specifications.
  


ARTICLE VII – DISPUTE RESOLUTION 

7.1 Dispute Resolution 

In the event of a dispute arising out of or relating to this
Agreement, including but not limited to the existence and resolution of an
alleged material breach (a “Dispute”), the Parties will endeavor in good faith
to mutually resolve on a commercially reasonable basis such Dispute. Either
Party may initiate an attempt to mutually resolve a Dispute by sending written
notice of the Dispute to the other Party (the “Dispute Notice”). Any Dispute
that cannot be mutually resolved in accordance with this paragraph within ninety
(90) days of the date of the Dispute Notice may be referred by either Party to
and finally settled by arbitration at the City of New York in accordance with
the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are
deemed to be incorporated by reference into this section. The arbitration
tribunal shall consist of three arbitrators to be appointed according to the
UNCITRAL Rules. The language of the arbitration shall be English. 

ARTICLE VIII – MISCELLANEOUS 

8.1 Entire Agreement. THIS AGREEMENT, INCLUDING THE
EXHIBITS ATTACHED HERETO AND INCORPORATED AS AN INTEGRAL PART OF THIS AGREEMENT,
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDES ALL PREVIOUS AGREEMENTS BY AND BETWEEN _______ AND
DUESAIL. 

8.2 Applicable Law; Survival. This Agreement shall be
governed and controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the laws of the State of New
York applicable therein, without giving effect to the conflicts of laws
principles thereof. 

8.3 Amendments; Independent Contractors. This Agreement
may not be amended, nor shall any waiver, change, modification, consent or
discharge be affected, except by an instrument in writing executed by or on
behalf of the Party against whom enforcement of any such amendment, waiver,
change, modification, consent or discharge is sought. The Parties hereto intend
by this Agreement solely to act as independent contractors with respect to each
other, and no other relationship is intended to be created hereby. 

8.4 Severability. The invalidity of any provision of
this Agreement, or portion thereof, shall not affect the validity of the
remainder of such provision or of the remaining provisions of this Agreement. 

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Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

8.5 Section Headings. The headings contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement. 

8.6 Assignability. This Agreement may not be assigned or
transferred by a Party without the prior written consent of the other Party. In
the event of a permitted assignment hereunder, the assigning Party shall, at the
election of the non-assigning Party, provide a guarantee in respect of the
relevant assignee, in form and substance satisfactory to the non-assigning Party
which approval shall not be unreasonably withheld or delayed. 

8.7 Notice. All notices required or permitted to be
given hereunder shall be in writing and shall be deemed given (a) when delivered
in person at the time of such delivery or by facsimile with confirmed receipt of
transmission at the date and time indicated on such receipt, or (b) when
received if given by an internationally recognized express courier service as
follows, or at such other respective addresses or addressees as may be
designated by notice given in accordance with the provisions of this Section
8.7: 

If to DUESAIL: 

Zhengzhou Duesail Fracture Proppant Co.,Ltd. 
No. 38
Gengsheng Road 
Dayugou Town, Gongyi, Henan 
Peoples Republic of China
451271 
Attention: Shunqing Zhang, CEO 

If to         
: 
_______
_______


8.8 Counterparts/Legal Validity. Any document for the
communication of the Parties about this Agreement such as a fax, an email, or
regular mail will be regarded as document of legal validity. This Agreement may
be executed in multiple counterparts, each of which shall be deemed to be an
original and all such counterparts shall constitute but one instrument. 

8.9 Language. This Agreement is made in both English and
Chinese, which shall have the same effect legally. 

8.10 Independence. The Parties are independent
contractors with each other and this agreement does not constitute a joint
venture or partnership. 

10




Confidential Treatment has been requested for certain
portions of this Agreement that have been redacted in this Exhibit. These
portions are indicated by an underline (____). The omitted portions of this
Agreement have been separately filed with the Securities and Exchange
Commission.  

IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date first above written. 


	Zhengzhou Duesail Fracture 	 
	Proppants Co.,Ltd. 	____________________
	 	 
	By: /S/ Shunqing Zhang 	By:
      /s/                                        
       
	 	 
	Name Shunqing Zhang 	Name: __________________
	Title: Chief Executive Officer 	Tile: Chief Executive Officer




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