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STRATEGIC ALLIANCE AGREEMENT
BETWEEN
GLOBAL ECOLOGY CORPORATION.
AND
SUREWATER SOLUTIONS LLC
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JULY 2009
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LAW OFFICES OF RONALD I. PALTROWITZ
1375 BROADWAY, 3RD FLOOR,
NEW YORK, NEW YORK 10018
TABLE OF CONTENTS
Page
INTRODUCTION
1
ARTICLE I:
DEFINITIONS
1
ARTICLE II:
GRANT OF RIGHTS; PURCHASE AGREEMENTS
5
ARTICLE III:
TERM AND TERMINATION
6
ARTICLE IV:
ROYALTIES, PURCHASE AND AUDIT RIGHTS
7
ARTICLE V:
RESPONSIBILITIES AND OBLIGATIONS
8
ARTICLE VI:
CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
10
ARTICLE VII:
INDEMNIFICATION
11
ARTICLE VIII:
LIMITATION OF LIABILITY
12
ARTICLE IX:
CHANGE OF OWNERSHIP
12
ARTICLE X:
RELATIONSHIP OF THE PARTIES
12
ARTICLE XI:
ACKNOWLEDGMENTS
12
ARTICLE XI I:
FORCE MAJEURE
13
ARTICLE XIII:
DISPUTE RESOLUTION
13
ARTICLE XIV:
AUTHORITY
13
ARTICLE XV:
GENERAL
14
SIGNATURES:
15
SCHEDULE 1
EXCLUSIVE TERRITORY
17
EXHIBIT "A"
SPECIFICATIONS
18
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Law Offices of Ronald I. Paltrowitz
1375 Broadway, 3rd Floor, New York, New York 10018
STRATEGIC ALLIANCE AGREEMENT
BETWEEN
GLOBAL ECOLOGY CORPORATION.
AND
SUREWATER SOLUTIONS LLC
This is a Strategic Alliance Agreement entered into by and between Global
Ecology Corporation. and SureWater Solutions LLC.
WITNESSETH:
WHEREAS, Global Ecology Corporation is the owner of an "Invention" (as
hereinafter defined); and
WHEREAS, SureWater Solutions LLC desires to be the "Developer", "Manufacturer"
and "Distributor" on an "Exclusive Basis" (as these terms are hereinafter
defined), and Global Ecology Corporation desires to appoint SureWater Solutions
LLC as the
Developer, Manufacturer and Distributor, of the Invention on an
Exclusive Basis, of the "Invention" and "Revised Invention(s)" (as hereinafter
defined), in accordance with the provisions of this Strategic Alliance
Agreement; and
WHEREAS, Global Ecology Corporation. and SureWater Solutions LLC agree that a
Strategic Alliance between their two companies will be the most efficient and
economical means to develop, manufacture, market, sell and distribute the
"Invention" and any "Revised Invention(s)";
NOW, THEREFORE, in consideration of the mutual agreements, obligations and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
ARTICLE I: DEFINITIONS
As used in this "Agreement":
1.1
"Additional Distributor(s)" means such additional distributor(s) of the
"Invention" and/or the "Revised Invention(s)" as may be mutually agreed upon,
from time to time, by "Global" and "SureWater".
1.2
"Additional Manufacturer(s)" means such additional manufacturer(s) of the
"Invention" and/or "Revised Invention(s)"as may be mutually agreed upon, from
time to time, by "Global" and "SureWater".
1.3
"Affiliates" means two or more "Subsidiaries" owned by the same "Party".
1.4
"Agreement" shall mean this Strategic Alliance Agreement.
1.5
"Chemicals" means the copper sulfate chemical to be used in the "Invention"
and/or any "Revised Invention(s)".
1.6
"Cost of Goods Sold" shall mean the cost of buying the raw materials for, and
the labor in the manufacturing of, the "Invention" and/or any "Revised
Invention(s)", inclusive of all overhead but exclusive of all costs for
insurance, freight, and/or applicable taxes.
1.7
"Current Members" of "SureWater" shall mean Richard Conte, Douglas J. Hedberg,
Victor B. Hedberg, William J. Brinsky, and Ronald