instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
question:
Exhibit 16.1

                               AUTOMOTIVE REFINISH                               DISTRIBUTOR AGREEMENT                                    (P.R.China)

THIS AGREEMENT, made as of the 1st day of December, (the Effective Date) by and between:

PPG Paints Trading (Shanghai) Co Ltd hereinafter referred to as (PPG Shanghai)

Address                    :        Suite 2512, 5th Floor                                     No. 2 Xin Kang Building, 28 Jia Feng Road                                     Wai Gao Qiao Free Trade Zone                                     Shanghai, P. R. China

Tel.                       :        (86-21) 6291 3500

Fax                        :        (86-21) 6291 2100

Business liscence no.      :        0537762

Legal representative       :        Viktoras R. Sekmakas and

NeoMedia Micro Paint Repair hereinafter referred to as (DISTRIBUTOR)

Address                    :        2201 Second Street, Suite 600                                     Ft. Myers, Florida, 33901

Tel.                       :        239-337-3434

Fax                        :        239-337-3668

Business licence no.       :        2648151

Legal representative       :        Charles T. Jensen

WITNESSETH:

WHEREAS:

A.       PPG SHANGHAI desires DISTRIBUTOR to market and sell PPG's Deltron and          ACS brand products, as hereinafter defined in Section 2 (the          Products), to the repair chain shops in P.R.China as listed on          Appendix 4 (the Territory);

B.       DISTRIBUTOR has the means to market Products in the Territory. As soon          as Distributor's China subsidary, NeoMeida Micro Paint Repair China, a          Wholley Foreign Owned Enterprise (WFOE) registered under the Chinese          laws and regulations, will be established, this title of Distributor          will be automatically switched to the WFOE.

C.       PPG SHANGHAI desires to appoint DISTRIBUTOR as a PPG SHANGHAI          distributor in the Territory and DISTRIBUTOR desires to be such          distributor; and

D.       Accordingly, PPG SHANGHAI and DISTRIBUTOR have reached an agreement as          hereinafter set forth.

In consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1.       APPOINTMENT

1.1      PPG SHANGHAI does hereby appoint DISTRIBUTOR to distribute in the          Territory the Products (as defined in paragraph 2, below) upon the          terms and conditions hereinafter set forth. DISTRIBUTOR does hereby          accept such appointment.

1.2      It is agreed that such appointment is nonexclusive and PPG SHANGHAI          may, without obligation to pay DISTRIBUTOR any commission or other          compensation, make direct sales of Products to other customers in the          Territory and/or appoint additional distributors of Products in the          Territory. During the term of this Agreement, DISTRIBUTOR shall have          the exclusive right for selling the Products to Beijing Sino-US Jinche          Yingang Auto Technological Services Limited (the Auto Center). PPG          Shanghai or any of its direct or indirect affiliates shall not sell any          of its products directly to the Auto Center or to any of the Auto          Center's affiliates in China or throughout the world, unless PPG          Shanghai obtains Distributor's written approval. It is understood and          agreed that as used herein the term PPG shall mean PPG Industries          Inc. and/or one or more affiliated companies of PPG Industries Inc. as          the context may require.

1.3      Notwithstanding anything to the contrary in this Section 1, PPG          SHANGHAI may also sell Products to any person or entity located outside          the Territory without being obligated to consider whether such Products          may be resold in the Territory. DISTRIBUTOR shall not be entitled to          any commission or other compensation in such event.





1.4      Deleted.

1.5      DISTRIBUTOR warrants that it will not handle any counterfeit,          passing-off products or products other than those purchased directly          from PPG SHANGHAI.

1.6      DISTRIBUTOR warrants and represents that it is a corporation duly          organized, validly existing, and in good standing under the applicable          laws, that it has full legal right, power, and authority to enter into          this Agreement and to consummate or cause to be consummated all of the          transactions contemplated hereby, and that the execution, delivery,          and/or performance of this Agreement do not or will not conflict with          or result in a breach of any provision of any articles of incorporation          or by-laws, or any written undertaking to which it is a party or by          which it, or any of its assets, may be bound or affected, or result in          a violation of any law, regulation, order, or award of any authority or          body having jurisdiction over the assets and operations of it.

2.       PRODUCTS

2.1 The Products and subject matter of this Agreement shall be the products listed below manufactured and sold by PPG SHANGHAI or affiliated companies of PPG SHANGHAI. Additional Products may be added to or deleted from the list at the sole discretion of PPG SHANGHAI:

(a)      Global Deltron Refinish Products.

(b)      ACS Products.

(c)      Ancilliaries confirmed in writing for distribution by PPG SHANGHAI.

(d)      Mixing equipment and related accessories as approved and supplied by          PPG SHANGHAI.

(e)      Any other products as PPG SHANGHAI may launch from time to time, at its          absolute discretion.

2.2      Specific product codes for above category a, b, c, d, and e shall          reference PPG SHANGHAI Price List in effect as of January 1, 2005 on          Appendix 5.

3.       REPRESENTATIONS AND WARRANTIES BY DISTRIBUTOR

DISTRIBUTOR represents and warrants to PPG SHANGHAI that(pound)(0)

(a)      it is a business entity duly incorporated and registered and validly          existing under the relevant PRC laws and regulations;

(b)      it has been issued a valid business licence in its name by the relevant          local branch of the State Administration of Industry and Commerce, and          that business licence shall be valid within the duration of this          Agreement;

(c)      it is permitted to distribute chemical products pursuant to this          Agreement under its approved business scope;

(d)      it has a Dangerous Goods Business Permit Licence issued by the          appropriate local government;

(e)      it has the qualification of a general taxpayer and is able to issue          value added tax invoices;

(f)      it shall comply with all the relevant laws, regulations and permits,          which have jurisdiction over its business, in relation to the sale of          Products,

4.       DISTRIBUTOR'S RESPONSIBILITY

4.1      DISTRIBUTOR shall promote the sale of the Products in the Territory.          DISTRIBUTOR will conduct its operations in the Territory through          offices or agencies to be maintained by DISTRIBUTOR at its sole cost          and expense.

4.2      If DISTRIBUTOR sells or distributes the Products outside the Territory,          whether directly or indirectly through DISTRIBUTOR's cooperation or in          conjunction with other third parties, or to customers outside the          Territory without the prior knowledge and consent of PPG SHANGHAI, PPG          SHANGHAI shall have the right to terminate with immediate effect this          Agreement and any existing incentive arrangements between PPG SHANGHAI          and DISTRIBUTOR, whether entered into before or after the commencement          of the Agreement.

4.3      DISTRIBUTOR agrees to satisfy the annual and quarterly sale targets for          the Products set forth in Appendix 3 herein as mutually agreed to by          the parties hereof.

4.4      DISTRIBUTOR and PPG Shanghai shall be responsible for providing          technical support and after sale services to the Territory. PPG          Shanghai's responsibility under this Section 4.4 is defined in Section          8.

5.       PRICES AND TERMS





5.1      PPG SHANGHAI agrees that PPG SHANGHAI will sell and DISTRIBUTOR agrees          to buy the Products at the prices agreed to by the parties from time to          time and subject to the terms and conditions stated herein. The prices          in effect as of the Effective Date of the Agreement are set forth on          Appendix 5. The prices for the Products must be agreed upon by PPG          SHANGHAI at the time of PPG SHANGHAI's written acceptance of an order          hereunder. Unless otherwise agreed by PPG SHANGHAI in writing,          DISTRIBUTOR shall prepay all the invoiced amount in the currency and          manner as indicated by PPG Shanghai. DISTRIBUTOR shall be deemed to          complete its payment obligation upon full payment of the invoiced sum,          and such amount has been allocated into the account as directed by PPG          SHANGHAI. PPG SHANGHAI shall only have the obligation to deliver the          Products upon full and due payment.

5.2      PPG SHANGHAI reserves the right to adjust its selling prices based on          local market situation.

5.3      PPG SHANGHAI shall bear the cost of transportation from overseas to its          own warehouse, insurance and export / import duty for any Products to          be sold to Distributor hereunder. DISTRIBUTOR shall pick up the ordered          Products from PPG SHANGHAI by its own transport agency to its own          places at its own expenses.

6.       INTENT

It is the intent of this Agreement, and PPG SHANGHAI and DISTRIBUTOR agree, that:

(a)      no consignment shipments shall be made to DISTRIBUTOR;

(b)      DISTRIBUTOR is not authorized to sell the Products in any area outside          the Territory or to establish or operate a permanent establishment in          any country on behalf of PPG SHANGHAI;

(c)      DISTRIBUTOR shall take no action which would cause PPG SHANGHAI to be          classified or to be considered as doing business in any country under          the laws of any country, or which would cause PPG SHANGHAI to become          subject to the income tax, excess profits tax, corporation receipts          tax, or any other tax of any country;

(d)      DISTRIBUTOR has no authority to conclude contracts on behalf of or in          the name of PPG SHANGHAI;

(e)      DISTRIBUTOR shall hold PPG SHANGHAI harmless from any taxes or other          liability of any type, kind or nature, assessed against PPG SHANGHAI          because of DISTRIBUTOR taking any action prohibited by subparagraphs          (b), (c) and (d) above;

(f)      DISTRIBUTOR distributes the Products solely as an independent          contractor and is not a franchisee, employee, partner or agent of PPG          SHANGHAI and agrees not to represent the relationship as otherwise;

(g)      No fee or other mandatory consideration has been paid by DISTRIBUTOR to          PPG SHANGHAI for issuance of this Agreement.

8.       PPG SHANGHAI'S RESPONSIBILITIES

(a)      PPG SHANGHAI shall use reasonable commercial efforts to support          DISTRIBUTOR in its sale and marketing. PPG SHANGHAI shall provide its          assistance in sale by providing DISTRIBUTOR with its usual and newly          developed sale materials, samples and sale items from time to time          through its sale/technical representatives.

(b)      Upon request by DISTRIBUTOR, PPG SHANGHAI shall provide DISTRIBUTOR          with extra support by generally providing the relevant technique and          other manner of consultation in relation to sale and use of Products.

(c)      In pursuance to the reasonable request of DISTRIBUTOR, PPG SHANGHAI          shall arrange training for DISTRIBUTOR in accordance with the product          training generally provided by PPG SHANGHAI at its Training Centers or          other pre-agreed venues.

(d)      PPG SHANGHAI shall use reasonable commercial efforts to provide          forthwith DISTRIBUTOR with the quantity of Products ordered by it and          accepted by PPG SHANGHAI. The supplying responsibility of PPG SHANGHAI          shall be subject to the stock of the ordered products at the time when          DISTRIBUTOR's order is made with PPG SHANGHAI.

(e)      PPG SHANGHAI shall provide DISTRIBUTOR Quarterly and Annual Rebate as          listed in Appendix 3 if agreed targets are achieved on time.

9.       DISTRIBUTOR'S RESPONSIBILITIES

DISTRIBUTOR agrees that DISTRIBUTOR shall, use all reasonable efforts , do the following:

(a)      provide its customers with services regarding the Products, including          the safety and toxicological aspects of Products handling and ensure          that delivery to customers is made of technical information provided by          PPG SHANGHAI regarding Products, including the safety precautions and          toxicological aspects of Products handling;





(b)      maintain an adequate supply of Products to expedite customer deliveries          and give prompt and efficient service to its customers in the          Territory;

(c)      maintain knowledge of the market in the Territory and regularly          communicate such knowledge to PPG SHANGHAI;

(d)      be responsible that the labels for the Products meet all governmental          and all applicable laws of the Territory regulatory requirements and          comply with all applicable laws of the Territory;

(e)      provide to its customers, Product technical support and training and          ensure its customers maintain technical support and training to          end-users.

(f)      plan and develop promotional and advertising strategies to enhance PPG          SHANGHAI's image and sales value in the region.

(g)      Achieve agreed and signed sales target (Appendix 3).

10.      PPG SHANGHAI TRADEMARKS

10.1     PPG SHANGHAI represents that it has rights and interests in the          trademarks used on the Products, including, without limitation, the PPG          logo listed on Appendix 2 hereto which shall herein be collectively          referred to as the PPG Trademarks. PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products. In connection with any use of the PPG Trademarks,          DISTRIBUTOR shall prominently indicate that DISTRIBUTOR is an          independent distributor for PPG SHANGHAI. DISTRIBUTOR's use shall be          subject to PPG SHANGHAI's approval and shall be limited to labels and          advertisements of the Products in the Territory and shall be at the          expense of DISTRIBUTOR. DISTRIBUTOR agrees to submit proposed uses of          the PPG Trademarks on labels to the Director of Automotive Refinish          (Asia Pacific region), or such other person as PPG SHANGHAI may          designate from time to time, for review and approval. DISTRIBUTOR          agrees that if it uses the PPG Trademarks on its labels and in its          advertisements, it shall only be in the form approved in writing by PPG          SHANGHAI. PPG SHANGHAI agrees that it will not unreasonably withhold          approval of any labels or advertising material submitted to it by          DISTRIBUTOR for approval and use pursuant to the provisions hereof.          DISTRIBUTOR will not seek to obtain any registration of any of the PPG          Trademarks. Upon termination of this Agreement, DISTRIBUTOR shall          forthwith cease all further use of the PPG Trademarks and shall destroy          all unused labels and advertisements containing the PPG Trademarks.          Thereafter, DISTRIBUTOR shall not use any PPG Trademarks or trade or          corporate names similar thereto.

10.2     DISTRIBUTOR acknowledges PPG SHANGHAI's exclusive right and interests          in relation to the PPG Trademarks and further acknowledges that all          copyrights, patent, utility model rights and all other industrial          property rights of whatever kind used in or in connection with the          Products are the sole and exclusive property of PPG SHANGHAI or PPG and          that DISTRIBUTOR will not, whether during the Term of this appointment          or after its expiry or termination, knowingly do or cause to be done          any act or thing directly or indirectly, contest or in any way impair          or attempting to impair PPG SHANGHAI or PPG's rights, titles or          interests in the PPG Trademarks.

10.3     DISTRIBUTOR shall not apply for registration of the PPG Trademarks in          the People's Republic of China or in any other countries.

11.      WARRANTY AND LIMITATION

11.1     PPG SHANGHAI warrants only its title to the Products and that the        &bbsp; Products will be as set forth in the warranty statement, if any, on the          Products' labeling or in the absence of any such warranty statement          that the Products will conform to PPG SHANGHAI's standard warranty when          they are taken from PPG SHANGHAI's warehouse by DISTRIUTOR or its          transport agent. DISTRIBUTOR is not authorized to make warranties or          representations on behalf of PPG SHANGHAI and shall make no such          warranties or representations. THESE ARE THE ONLY REPRESENTATIONS OR          WARRANTIES THAT PPG SHANGHAI MAKES, AND ALL OTHER EXPRESS OR IMPLIED          WARRANTIES UNDER STATUTE OR ARISING OTHERWISE IN LAW FROM A COURSE OF          DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY          OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE          DISCLAIMED BY PPG SHANGHAI. In the event that the Product fails to          conform to the warranties herein given, DISTRIBUTOR's exclusive remedy          and PPG SHANGHAI's sole responsibility is, at PPG SHANGHAI's option,          limited to the replacement of such nonconforming Product at PPG          SHANGHAI's expense or the refund of the purchase price attributable to          a specific delivery as to which a claim is made. For the avoidance of          doubt, PPG SHANGHAI hereby declares and represents that PPG SHANGHAI is          not responsible for any damage to the Products after they have been          taken away from PPG SHANGHAI's warehouse and caused by DISTRIBUTOR or          its transport agent.

11.2     It is PPG SHANGHAI's responsibility to ensure that mis-delivery of          Product is kept to the minimum. DISTRIBUTOR shall inspect the Products          within 48 hours upon delivery. In case of discrepancy found in Products





         delivered, DISTRIBUTOR shall report to PPG SHANGHAI in writing,          detailing all the discrepancies within 48 hours after delivery. PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period. If Products are found damaged upon delivery,          DISTRIBUTOR or its customers who directly receive the delivery shall          report to PPG SHANGHAI in writing within 48 hours. The necessary and          sufficient evidence (and photos) required for insurance claim must be          submitted altogether. None of the damaged Products shall be disposed of          until the claim is settled by the insurance company or PPG SHANGHAI.

11.3     DISTRIBUTOR assumes all responsibility, risk and liability arising from          (i) the unloading, discharge, storage, handling and use of the          Products, including use thereof alone or in combination with other          substances; (ii) the improper functioning or failure of unloading,          discharge, transportation or storage systems equipment used by          DISTRIBUTOR, whether furnished or recommended by PPG SHANGHAI or not;          and (iii) the failure to comply with laws, rules and regulations          governing unloading, discharge, storage, handling and use of the          Products.

12.      FORCE MAJEURE

PPG SHANGHAI's failure or inability to make, or DISTRIBUTOR's failure or inability to take, any delivery or deliveries when due, or the failure or inability of either party to effect timely performance of any other obligation required of it hereunder, if caused by force majeure as hereinafter defined, shall not constitute a default hereunder or subject the party affected by force majeure to any liability to the other; provided, however, that the party so affected shall promptly notify the other of the existence thereof and of its expected duration and the estimated effect thereof upon its ability to perform its obligations hereunder. Such party shall promptly notify the other party when such force majeure circumstance has ceased to affect its ability to perform its obligations hereunder. The quantity to be delivered hereunder shall be reduced to the extent of the deliveries omitted for such cause or causes, unless both parties agree that the total quantity to be delivered hereunder shall remain unchanged. For so long as its ability to perform hereunder is affected by such force majeure circumstance, PPG SHANGHAI may, at its option, elect to allocate its total production of Product among its various requirements therefor (e.g., manufacturing and sales) in such manner as PPG SHANGHAI deems practicable and which, in the opinion of PPG SHANGHAI, is fair and reasonable. During the time that PPG SHANGHAI is unable to make deliveries or otherwise perform, it shall not be obligated to procure, or to use its best efforts to procure, any quantity of Product sold hereunder from any alternate producer or supplier. As used herein, the term force majeure shall mean and include any act of God, nature or the public enemy, accident, explosion, operation malfunction or interruption, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States of America is a participant), federal, state or municipal legal restriction or limitation or compliance therewith, inability to obtain export licenses, failure or delay of transportation, shortage of, or inability to obtain, raw materials, supplies, equipment, fuel, power, labor, or other operational necessity, interruption, or curtailment of power supply, or any other circumstance of a similar or different nature beyond the reasonable control of the party affected thereby. In this connection, a party shall not be required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, except in accordance with such party's business judgment as to its best interest.

13.      PRODUCT HANDLING

DISTRIBUTOR acknowledges that it has experience and expertise in handling and storing the Products, and that DISTRIBUTOR has the obligation to handle, store and distribute the Products safely and properly.

14.      PRODUCT SAFETY

PPG SHANGHAI and DISTRIBUTOR recognize the importance of product safety considerations and the need to protect persons and property against unsafe conditions that could occur from the improper use, transportation, storage, handling, distribution or disposal of the Products sold hereunder. PPG SHANGHAI and DISTRIBUTOR will follow PPG's Responsible Care(R) Distributor Guidelines as set forth in the attached Appendix I (Responsible Care(R) is a registered trademark in the United States of the American Chemistry Council ). Accordingly, PPG SHANGHAI will furnish certain information to DISTRIBUTOR regarding product safety and handling aspects of the Products, and DISTRIBUTOR, in addition to its independent responsibility to obtain and implement a product safety program regarding the Products, will implement and conform to PPG SHANGHAI's product safety recommendations and Responsible Care(R) Distributor Guidelines, DISTRIBUTOR will also provide its customers, employees and other third parties foreseeably exposed to the Products with appropriate warnings, advice and other material regarding the Products, including all product safety and handling material provided by PPG SHANGHAI, and will ensure that the Products are used, stored, handled, distributed, transported and disposed of in a manner consistent with all of the above recommendations.

15.      PRODUCT DISCONTINUANCE

DISTRIBUTOR acknowledges that it has express notice that PPG or PPG SHANGHAI may at any time discontinue the production and/or sale of any of the Products. If PPG or PPG SHANGHAI does discontinue the production and/or sale of any of the Products, this Agreement shall automatically terminate with respect to such discontinued Product, and DISTRIBUTOR shall not be entitled to claim or receive





from PPG or PPG SHANGHAI any compensation, reimbursement or damages of any nature as a result (direct or indirect) of PPG or PPG SHANGHAI's discontinuance of the production and/or sale of the affected Product.

16.      LIMITATION OF DAMAGES

Notwithstanding the provisions of any law, rule, or regulation to the contrary, on the termination of this Agreement for any cause whatsoever, DISTRIBUTOR shall not be entitled to claim or receive from PPG SHANGHAI any compensation, reimbursement, or damages on account of any expenditure or commitment of any kind in connection with its business or on account of goodwill or on account of loss of prospective profits or otherwise. In no event shall PPG SHANGHAI be liable for consequential damages.

17.      BUSINESS CONDUCT

17.1     In the performance of its responsibilities pursuant to this Agreement,          DISTRIBUTOR agrees to make every effort to operate as a good,          responsible and ethical corporate entity in the Territory and will          comply with the laws of the Territory, the applicable laws of the          United States of America and the countries of origin of the Products.          DISTRIBUTOR further agrees that it will not, in connection with this          Agreement or its performance hereunder, directly or indirectly offer,          pay, promise to pay or authorize the payment of any money or thing of          value to any employee of a customer or to any government official or to          any person,

         (a)      to improperly or unlawfully influence any act or decision of                   such customer employee or governmental official, including a                   decision to fail to perform his/her official functions, or

         (b)      to induce such customer employee or government official to use                   his/her influence with the customer or the government (or                   instrumentality thereof), respectively, to affect or influence                   any act or decision of such customer or government (or                   instrumentality), in order to assist PPG SHANGHAI or                   DISTRIBUTOR in obtaining or retaining business or directing                   business to any other party. As used in this Section, the term                   government official means any officer or employee of any                   government or any department, agency, instrumentality or                   wholly-owned corporation thereof, or any person acting in an                   official capacity for or on behalf of any such government or                   department, agency, instrumentality or wholly-owned                   corporation thereof, or any candidate for political office.

17.2     DISTRIBUTOR agrees to notify PPG SHANGHAI immediately of any          solicitation, demand or other request for anything of value, by or on          behalf of any employee of a customer, government official or employee          of any government which is directed to itself or to PPG SHANGHAI          related to the sale and/or service of the Products.

17.3     DISTRIBUTOR agrees to require any sub-distributor or other person which          it hires or engages to assist in the performance of this Agreement to          comply with the provisions of this Section 17.

18.      TERM OF AGREEMENT

18.1     The term of this Agreement (the Term) shall commence on the date          first above written and shall terminate on 31 December 2006, unless          sooner terminated in accordance with the provisions hereof.

18.2     The parties hereof intend to form a long-term relationship. To this          end, if both parties wish to renew this Agreement, the parties shall          agree on such intention in writing at least thirty(30) days before the          expiry of the current Term of the Agreement. The parties shall agree on          the terms and conditions of the renewal, and enter into a new agreement          within sixty(60) days from the expiry of this Agreement. During this          sixty(60) days period, both parties shall continue to perform their          respective obligation under the same terms and conditions of this          Agreement.

18.3     In the event that there is no written notice issued by either party to          show the intention to renew this Agreement in the said thirty(30) days          before the expiry of the current Term of the Agreement, the Agreement          shall terminate at the end of the said thirty(30) days. In the event          that such a notice of intention to renew is issued, but the parties are          not able to enter into a new agreement within that sixty(60) days from          the expiry of this Agreement, this Agreement shall terminate at the end          of the said sixty(60) days.

19.      DEFAULT AND TERMINATION

19.1     If either party be in default with respect to any of the terms or          conditions of this Agreement, including, without limitation,          DISTRIBUTOR's failure to pay any invoice of PPG SHANGHAI in accordance          with its terms, and if it fails to correct such default or failure          within ten (10) business days following written notice thereof from the          other, the party serving such notice may, without prejudice to any          other right or remedy, defer further performance hereunder until such          default be remedied or terminate this Agreement by written notice to          the other, and the same shall terminate immediately upon the giving of          such notice.





19.2     PPG SHANGHAI shall have the right to terminate this Agreement and/or          suspend its performance hereunder immediately upon giving notice to          DISTRIBUTOR, which termination shall be effective upon receipt of          notice, if any one of the following occurs: (i) DISTRIBUTOR engages in          fraudulent conduct in its dealings with PPG SHANGHAI or the Products;          (ii) DISTRIBUTOR, or any principal owner of DISTRIBUTOR, is convicted          of a crime which, in PPG SHANGHAI's reasonable judgment, may adversely          affect the goodwill or interest of DISTRIBUTOR or of PPG SHANGHAI;          (iii) DISTRIBUTOR becomes insolvent, assigns or attempts to assign its          business assets for the benefit of creditors, institutes or has          instituted against it proceedings in bankruptcy, or dissolves or          liquidates the business of DISTRIBUTOR; or (iv) the business licence of          DISTRIBUTOR is cancelled by the State Administration of Industry and          Commerce.

20.      DISPUTE RESOLUTION

20.1     All disputes, controversies and claims arising from or incidental to          this Agreement shall be resolved by both parties through friendly          consultation. If no resolution can be reached within thirty (30) days          following the date on which one party informed the other party his          intention to refer the disputes, controversies and claims for          arbitration, such disputes, controversies and claims shall be referred          to the China International Economic and Trade Arbitration Committee          (Arbitration Committee) for a final and binding arbitration in          pursuance to the arbitration rules which is effective on the date          hereof.

20.2     The venue of arbitration shall be in Shanghai or Beijing, China (to be          decided by PPG SHANGHAI).

20.3     The arbitration shall be conducted in English and Chinese.

20.4     There shall be three arbitrators. Each of PPG SHANGHAI and DISTRIBUTOR          shall select one; the chief arbitrator shall be selected by the first          two arbitrators, provided that where the first two arbitrators are not          able to agree on the appointment of the chief arbitrator within ten          (10) days of the later of their appointments, the chief arbitrator          shall be selected by the chairman of the Arbitration Committee.

20.5     The chief arbitrator shall not be a PRC national or a national of the          United States.

20.6     The arbitration award shall be final and binding on both parties. Each          party agree to be bound by the arbitration award. The arbitration fees          and enforcement costs (including witness fees and reasonable legal          fees) shall be borne by the losing party unless provided otherwise in          the arbitration award.

20.7     During the occurrence of the dispute and the arbitration, other than          the issues in dispute, each party shall continuously exercise its          undisturbed rights and discharge its undisturbed obligations under this          agreement.

21.      GOVERNING LAW

The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.

22.      LANGUAGE AND COUNTERPART

         This Agreement shall be executed in two (2) counterparts of the Chinese          language text.

23.      ENTIRE AGREEMENT

This writing, including all documents attached to and/or referenced herein, constitutes the entire agreement between PPG SHANGHAI and DISTRIBUTOR regarding the subject matter hereof, terminating and superseding any prior agreements relating to the subject matter hereof, and there are no understandings, representations, or warranties of any kind except as expressly set forth herein. No modification, amendment or change in this Agreement or addition hereto shall be effective or binding on either of the parties hereto unless set forth in a writing which specifically references this Agreement and is executed by the respective duly authorized representatives of PPG SHANGHAI and DISTRIBUTOR and, if required, upon approval by competent governmental authorities, and no modifications shall be effected by any DISTRIBUTOR purchase order forms or other documents containing terms or conditions at variance with or in addition to those in this Agreement.

IN WITNESS WHEREOF, PPG SHANGHAI and DISTRIBUTOR have executed this Distributor Agreement effective the day, month, and year first above written.

Witness:                                 PPG Paints Trading (Shanghai) Co., Ltd.





/s/ Ju dian                              By: /s/ Yuen Kit Yeg, Pauline ----------------------------                 ------------------------------                                          Name: Yuen Kit Yeg, Pauline                                                ----------------------------                                          Title: General Manager                                                 ---------------------------

Witness:                                 [DISTRIBUTOR]

/s/ Paul Grzebielucha                    By /s/ Charles T. Jensen ----------------------------                -------------------------------                                          Name: Charles T. Jensen                                                ----------------------------                                          Title: CEO                                                 ---------------------------
answer:
Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


question:
EXHIBIT 10.3 Execution Copy MARKETING AGREEMENT This Marketing Agreement (this Agreement) is made and entered into as of September __, 2018 (the Effective Date), between Loop Industries, Inc., a Nevada corporation with a principal place of business at 480 Fernand-Poitras, Terrebonne, Quebec, Canada (Loop), and Indorama Loop Technologies, LLC, a Delaware limited liability company with a principal place of business at [***] (Joint Venture Company) (each of Loop and Joint Venture Company is a Party; together they are the Parties). BACKGROUND A. Loop and its Subsidiaries (collectively, Loop Parties) have developed a proprietary depolymerization process that decouples plastic from fossil fuels, producing dimethylterepthalate (DMT) and monoethylene glycol (MEG) for the production of polyethylene terephthalate (PET) plastic that can be used for a variety of polyester applications. B. Concurrently with the execution of this Agreement, Loop Innovations, LLC, a Delaware limited liability company and a subsidiary of Loop (Loop Innovations), and Indorama Ventures Holdings LP, a Delaware limited partnership (IVH), have formed Joint Venture Company to develop, construct, own and operate chemical upcycling polyester resin (CUPET) plants through SPVs (as defined below), the initial of which will be at the facility of [***], a Delaware corporation and a subsidiary of IVH, located in [***], the United States of America (such facility, the [***] Facility), and to, among other things, manufacture Licensed Products (as defined below) at the [***] Facility, and potentially other facilities, for sale throughout the world (such contemplated venture, the CUPET Project). C. Concurrently herewith, Loop has entered into the License Agreement (as defined below) with Joint Venture Company to provide it and SPVs a license to use proprietary technology for the production of DMT and MEG to enable the production of Licensed Product. D. Loop retains its sole and exclusive right to enter into Loop Sales Contracts (as defined below) for the supply of Licensed Products to Authorized Customers (as defined below), subject to Joint Venture Company's rights in this Agreement. E. Loop desires to assign rights and obligations with respect to the fulfillment of a specific volume and delivery of Product (as defined below) under Loop Sales Contracts to Joint Venture Company, and Joint Venture Company desires to manufacture and fulfill such Product supply requirements, either directly or through an SPV, as determined by the Parties, all in accordance with the terms and conditions set forth in this Agreement. Now, therefore, in consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration, the Parties agree as follows. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





ARTICLE 1 DEFINITIONS 1.1 [***] 1.2 Acceptance Notice has the meaning set forth in Section 2.3. 1.3 Affiliate means, with respect to a Party, any corporation or other entity that is directly or indirectly controlling, controlled by or under the common control with such Party. For the purpose of this definition, control means the direct or indirect ownership of at least fifty percent (50%) of the outstanding shares or other voting rights of the subject entity to elect directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority), or if not meeting the preceding, any entity owned or controlled by or owning or controlling at the maximum control or ownership right permitted in the country where such entity exists. 1.4 Alternate Producer has the meaning set forth in Section 2.3. 1.5 Assignment has the meaning set forth in Section 2.4. 1.6 Assignment Date has the meaning set forth in Section 2.4. 1.7 Authorized Customer means a Loop Party customer that is a party to a Transferred Contract, solely with respect to the Product quantities covered by the Transferred Contract. 1.8 Business Day means any day, other than a Saturday, Sunday or legal holiday, on which banks in Montreal or South Carolina are open for the conduct of their commercial banking business. 1.9 Considered Contract has the meaning set forth in Section 2.2. 1.10 Contract Eligibility Framework means, with respect to any Proposed Contract, those criteria set forth Exhibit B. 1.11 Eligible Contract has the meaning set forth in Section 2.2. 1.12 Joint Venture Company has the meaning set forth in the Recitals. 1.13 Joint Venture Party means each of Joint Venture Company and each SPV. 1.14 License Agreement means that certain License Agreement between Loop and Joint Venture Company dated as of the Effective Date, as amended, modified or supplemented from time to time (including, for the avoidance of doubt, any changes to the list of Licensed Facilities therein). 1.15 Licensed Facilities has the meaning set forth in the License Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -2-





1.16 Licensed Products has the meaning set forth in the License Agreement. 1.17 Licensed Subject Matter has the meaning set forth in the License Agreement. 1.18 LLC Agreement means the Limited Liability Company Agreement of the Joint Venture Company between Loop Innovations and IVH, as amended, modified or supplemented from time to time. 1.19 Loop Sales Contract means a contract between a Loop Party and a third-party customer for the Loop Party's sale to the customer, and the customer's purchase from the Loop Party, of a specified quantity of Loop-branded Products produced using Licensed Subject Matter. 1.20 Marketing and Sale Restriction has the meaning set forth in Section 2.7. 1.21 Products means recycled or upcycled PET resins. 1.22 Proposed Contract has the meaning set forth in Section 2.2. 1.23 Proposed Contract Notice has the meaning set forth in Section 2.2. 1.24 Rejection Notice has the meaning set forth in Section 2.3. 1.25 Review Period has the meaning set forth in Section 2.3. 1.26 SPV means each Subsidiary of Joint Venture Company which operates a Licensed Facility. 1.27 Subsidiary means, with respect to a Party, any Affiliate of the Party that is directly or indirectly controlled by the Party (with control having the meaning provided in Section 2). 1.28 Transferred Contract means any Proposed Contract that is accepted or deemed accepted as a Transferred Contract pursuant to Section 2.3. ARTICLE 2 PRODUCT SALES 2.1 Loop Sales Contracts. As between the Parties, subject to Section 2.7, Loop shall have the sole and exclusive right to enter into agreements for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter, and the exclusive right to set the price and quantity to be supplied under each Loop Sales Contract and other terms and conditions as determined by Loop in its commercially reasonable discretion. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -3-





2.2 Proposed Contracts and Proposed Contract Notice. Loop shall give Joint Venture Company prompt written notice, in the form of Exhibit A attached to this Agreement, [***] and (b) pursuant to which Loop offers to assign all of its rights and obligations under such Loop Sales Contract to Joint Venture Company (each such notice, a Proposed Contract Notice). Along with each Proposed Contract Notice, Loop shall deliver to Joint Venture Company a complete copy of the executed Loop Sales Contract (the Proposed Contract). The Proposed Contract Notice shall contain information necessary to establish whether the Proposed Contract meets the criteria set forth in the Contract Eligibility Framework. Each such Proposed Contract that (i) meets the criteria set forth in the Contract Eligibility Framework and (ii) contains no other terms or conditions other than those set forth in the Contract Eligibility Framework or any form of Loop Sales Contract mutually agreed in writing to be acceptable by the Parties, shall be an Eligible Contract. Each such Proposed Contract that does not qualify as an Eligible Contract shall be a Considered Contract. 2.3 Acceptance of Proposed Contracts. All Eligible Contracts shall be deemed accepted by the Joint Venture Company and become a Transferred Contract on the date Loop delivers the Proposed Contract Notice for such Eligible Contract to the Joint Venture Company. In the event that the Proposed Contract Notice is a Considered Contract, the Joint Venture Company will have the right to review and determine whether to accept or reject the Considered Contract within ten (10) days following Joint Venture Company's receipt of the Proposed Contract Notice (the Review Period). Joint Venture Company shall provide Loop with a written acceptance or rejection of each Considered Contract (Acceptance Notice or Rejection Notice, as applicable) within the Review Period, which acceptance or rejection shall be in Joint Venture Company's sole discretion. If Joint Venture Company does not provide an Acceptance Notice or Rejection Notice to Loop within the Review Period, the Considered Contract will be deemed rejected by Joint Venture Company. Loop shall be entitled to present any rejected Considered Contract (whether deemed rejected or by receipt of a Rejection Notice) to an Alternate Producer on the same terms and conditions as those presented to Joint Venture Company. If Joint Venture Company provides an Acceptance Notice to Loop with respect to a Considered Contract during the Review Period, that Considered Contract shall become a Transferred Contract on the date Joint Venture Company provides that Acceptance Notice. 2.4 Assignment of Transferred Contracts. Promptly after the date a Proposed Contract becomes a Transferred Contract (the Assignment Date), Loop and Joint Venture Company shall execute and deliver an assignment and assumption agreement substantially in the form of Exhibit C attached to this Agreement (Assignment) pursuant to which Loop shall assign to Joint Venture Company all of Loop's right, title, and interest in the Transferred Contract and Joint Venture Company shall assume all such rights and obligations. Without diminishing Joint Venture Company's obligations to perform under a Transferred Contract pursuant to the assignment and assumption agreement, Joint Venture Company shall cause any applicable SPV to perform all of its assumed obligations under such Transferred Contract. 2.5 Customer Interface. Joint Venture Company shall fulfill all sales of Products under all Transferred Contracts, shall invoice Authorized Customers for all sales of Products under all Transferred Contracts, and shall use commercially reasonable efforts to collect the amounts due under such invoices. At Joint Venture Company's request from time to time, Loop shall provide reasonable assistance to Joint Venture Company in such invoicing and collection process at Joint Venture Company's expense. 2.6 Product Branding. Joint Venture Company shall, and shall cause each SPV to, mark and brand all containers, packaging and related collateral for the Licensed Products in accordance with the License Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -4-





2.7 Exclusivity. Joint Venture Company shall not, and shall cause each SPV and each of their Affiliates not to, directly or indirectly, market or sell any Loop-branded Products or any Products produced using Licensed Subject Matter to any person or entity except to Authorized Customers pursuant to a Transferred Contract (the Marketing and Sale Restriction); provided that if at any time during the term of this Agreement, Loop has delivered Proposed Contract Notices that result in Transferred Contracts having binding purchase and supply obligations for less than [***] of the then existing actual production capacity of a Licensed Facility (taking into account Joint Venture Company's reasonable forecasts based on customer requirements, seasonal variations, and other factors) in the subsequent three months (the [***]), Joint Venture Company may market and solicit orders for Licensed Products produced in such Licensed Facility directly to customers and potential customers and enter into supply contracts for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter produced in such Licensed Facility with customers without being restricted by the Marketing and Sale Restriction. If at any subsequent time during the term of this Agreement Loop gives Joint Venture Party written notice that Loop is then capable of meeting, and is prepared to meet, the [***] and provides reasonable supporting information and documentation to Joint Venture Party with such notice, then at a date selected by Joint Venture Company that is within ninety (90) days after Joint Venture Company receives such written notice, the Market and Sale Restriction and the other provisions of this Section 2.7 shall go back into force. Nothing in this Section 2.7 shall relieve Loop of any of its obligations under this Agreement. ARTICLE 3 LIMITATION OF LIABILITY 3.1 LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. JOINT VENTURE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE LOOP PARTIES WITH RESPECT TO A TRANSFERRED CONTRACT, IN ALL CIRCUMSTANCES AND REGARDLESS OF THE THEORY OF RECOVERY, SHALL BE LIMITED TO THE AMOUNT OF ACTUAL, DIRECT, AND DOCUMENTED DAMAGES THE APPLICABLE AUTHORIZED CUSTOMER ACTUALLY RECOVERS FROM THE LOOP PARTIES UNDER THE TRANSFERRED CONTRACT BASED SOLELY ON JOINT VENTURE COMPANY'S BREACH OF SUCH TRANSFERRED CONTRACT. JOINT VENTURE COMPANY SHALL NOT HAVE ANY LIABILITY TO ANY LOOP PARTY WITH RESPECT TO ANY ELIGIBLE CONTRACT THAT DOES NOT BECOME A TRANSFERRED CONTRACT AS PROVIDED IN SECTION 2.3. NOTWITHSTANDING THE FOREGOING, NONE OF THE FOREGOING LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 3.1 SHALL BE AVAILABLE TO EITHER PARTY WITH RESPECT TO A BREACH OF SECTION 4, CONFIDENTIAL INFORMATION, OR FOR CLAIMS TO THE EXTENT THEY ARISE OUT OF A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -5-





ARTICLE 4 CONFIDENTIAL INFORMATION 4.1 Confidential Information. The term Confidential Information means any information disclosed by one Party to the other (i) prior to the date of this Agreement but with respect to the subject matter of this Agreement, or (ii) pursuant to this Agreement, in each case which is in written, graphic, machine readable or other tangible form and is marked Confidential, Proprietary or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed by one Party to the other pursuant to this Agreement, pro-vided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing Party, within thirty (30) days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving party. 4.2 Obligation. Each Party shall treat as confidential (as set forth herein) all Confidential Information of the other Party, and shall not use such Confidential Information except as contemplated in this Agreement or as otherwise authorized in writing. Each Party shall implement reasonable procedures to prohibit the unauthorized disclo-sure or misuse of the other Party's Confidential Information and shall not intentionally disclose such Confidential Information to any third party except as may be necessary or useful in connection with the rights and obligations of such Party under this Agreement, and subject to confidentiality obligations similar to those set forth in this Article 4. Each of the Parties shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care. 4.3 Exclusions. Notwithstanding the foregoing, Confidential Information excludes information that: (a) was publicly available at the time it was disclosed or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party, without similar confidentiality restriction, at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing Party; (d) was independently developed by the receiving Party without any use of the Confidential Information of the disclosing Party; or (e) becomes known to the receiving Party, without similar confidentiality restriction, from a source other than the disclosing Party without breach of this Agreement by the receiving Party. 4.4 Compelled Disclosure. The receiving Party may disclose the Confidential Information of disclosing Party if compelled to do so by law, a court or other authority; provided that the receiving Party shall give the disclosing Party prompt written notice so that the disclosing Party may take steps to oppose such disclosure. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -6-





4.5 Confidentiality of Agreement. Each Party agrees that the terms and conditions, but not the existence, of this Agreement shall be treated as the other's Confidential Information and that no public reference to the terms and conditions of this Agreement or to activities pertaining to this Agreement can be made without the prior written consent of the other Party; provided, however, that each Party may disclose the terms and conditions of this Agreement: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of the Parties; (iv) in public documents, in connection with the requirements of an initial public offering, secondary offering, or debt offering or any securities filing of the Parties; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like. ARTICLE 5 TERM AND TERMINATION 5.1 Term. This Agreement begins on the Effective Date and shall continue indefinitely unless sooner terminated as provided in this Article 5. 5.2 Termination for Breach. If a Party commits a material breach of this Agreement, the non-breaching Party shall be entitled to terminate this Agreement if the breaching party does not cure the breach within thirty (30) days after the non- breaching party gives the breaching party written notice of the specific breach. 5.3 Other Termination. Either Party shall be entitled to terminate this Agreement by written notice to the other Party and IVH upon the dissolution of Joint Venture Company or upon termination of the License Agreement in accordance with its terms. 5.4 Effect of Termination; Survival. The rights and obligations of the Parties under the following Articles and Sections shall survive any expiration or termination of this Agreement: Article 1, Article 3, Article 4, Article 6 and Article 7, and this Section 5.4. ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a) Organization. It is a corporation (or limited liability company) duly organized (or formed), validly existing and in good standing under the laws of its state of organization (or formation); (b) Authority; Enforceability. It has full corporate (or limited liability company) power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all its requisite entity action; and it has duly executed and delivered this Agreement, and (assuming due authorization, execution and delivery by the other Party) this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with their respective terms; and [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -7-





(c) No Conflicts; Consents. Its execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (i) violate or conflict with its organizational documents or (ii) violate or conflict with any provision of law or governmental order applicable to it; and no consent, approval, waiver or authorization is required to be obtained by it from any person (including any governmental authority) in connection with its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. 6.2 NO OTHER REPRESENTATIONS. THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARTICLE 7 GENERAL PROVISIONS 7.1 Independent Contractors. The Parties are independent contractors. Nothing contained in this Agreement or done pursuant to this Agreement shall constitute either Party as the agent of the other Party for any purpose or in any sense whatsoever, or constitute the Parties as partners or joint venturers. 7.2 Amendment. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless mutually assented to in writing by both Parties. 7.3 Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered by electronic transmission (email or fax) or prepaid air express or registered airmail, postage prepaid, to the following: If to Loop: Loop Industries, Inc. 480 rue Fernand-Poitras Terrebonne, Quebec J6Y 1Y4 Canada E-mail: apenta@loopindustries.com Attention: Antonella Penta [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -8-





With a copy to: Wilson Sonsini Goodrich & Rosati 1700 K Street NW, 5TH Floor Washington, DC 20006 United States of America E-mail: jclessuras@wsgr.com Attention: James Clessuras If to Joint Venture Company: Indorama Loop Technologies, LLC [***] [***] Email: ________________________________ Attention: _____________________________ With copies to: Loop Innovations, LLC c/o Loop Industries, Inc. 480 rue Fernand-Poitras Terrebonne, Quebec J6Y 1Y4 Canada E-mail: apenta@loopindustries.com Attention: Antonella Penta Indorama Ventures Holdings LP 4235 South Stream Boulevard, Charlotte, NC 28217 Email: hunter.stamey@us.indorama.net Attention: Hunter Stamey Wilson Sonsini Goodrich & Rosati 1700 K Street NW, 5TH Floor Washington, DC 20006 United States of America E-mail: jclessuras@wsgr.com Attention: James Clessuras [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -9-





and Parker Poe Adams & Bernstein 401 S. Tryon Street Suite 3000 Charlotte, NC 28202 E-mail: stevehunting@parkerpoe.com Attention: Stephen R. Hunting Each Party may change its address set forth above by written notice to the other. 7.4 Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without reference to conflict-of-laws principles. 7.5 Disputes. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with Section 13.11 of the LLC Agreement and such provisions shall be incorporated herein mutatis mutandis; provided that each reference to Party shall be deemed a Party hereunder notwithstanding them being different entities. 7.6 Waiver. Any failure by either Party to enforce at any time any terms and conditions of this Agreement shall not be considered a waiver of that Party's right thereafter to enforce such terms and conditions or any other terms and conditions of this Agreement. 7.7 Severability. Should any clause, sentence, section, article or paragraph of this Agreement judicially be declared to be invalid, unenforceable, or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement. 7.8 Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns, but neither Party may assign this Agreement without the prior written consent of the other except to a person into which it has merged or who has otherwise succeeded to all or substantially all of the business and assets of the assignor, and who has assumed in writing or by operation of law its obligations under this Agreement. 7.9 Entire Agreement. This Agreement (including its Exhibits) sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous negotiations, agreements and writings in respect thereto and any usage of trade, and shall not be extended, supplemented or amended except by an instrument in writing duly executed by an authorized officer or representative of each Party. 7.10 Counterparts. This Agreement may be executed in counterparts or duplicate originals, both of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -10-





IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate, as of the Effective Date, by their duly authorized officers or representatives. Loop Industries, Inc. Indorama Loop Technologies, LLC

By: By: Name: Name: Title: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -11-





EXHIBIT A PROPOSED CONTRACT NOTICE Loop Sales Contract: Authorized Customer: Licensed Facility/SPV: Contract Eligibility Framework Criteria: ¨ Eligible Contract ¨ Considered Contract [***] Special terms and conditions of Considered Contract (i.e., terms and conditions materially affecting the above Commercial or Technical Aspects): [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





EXHIBIT B CONTRACT ELIGIBILITY FRAMEWORK [***] * The specific values for the criteria will be agreed by the Parties after the Effective Date, and may be revised from time to time upon the mutual written agreement of the Parties. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





EXHIBIT C FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this Assignment), dated as of __, 2018 (the Assignment and Assumption Date), is made by and between Loop Industries, Inc., a Nevada corporation with a principal place of business at 480 Fernand-Poitras, Terrebonne, Quebec, Canada (the Assignor), and Indorama Loop Technologies, LLC, a Delaware limited liability company with a principal place of business at [***] (the Assignee) (each of Assignor and Assignee is a Party; together they are the Parties). RECITALS A. On August __, 2018, the Parties entered into a Marketing Agreement (the Marketing Agreement) pursuant to which the Assignor may assign its rights and obligations under certain Loop Sales Contracts to the Assignee (capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Marketing Agreement). B. Thereafter, the Assignor and [name of other party to sales contract] (the Buyer) entered into the Loop Sales Contract attached as Exhibit A pursuant to which, inter alia, the Assignor agreed to manufacture and deliver Loop-branded Product to the Buyer. C. Pursuant to Section 2.4 of the Marketing Agreement, the Assignor desires to assign all rights and obligations under the Loop Sales Contract (the Transferred Contract) to the Assignee, and the Assignee desires to accept such assignment and assume such obligations on the terms and conditions of this Assignment. In consideration of the mutual covenants in this Assignment, and other good and valuable consideration, the Parties agree as follows: AGREEMENT 1. Assignment and Assumption. a. The Assignor hereby assigns, transfers, and conveys to and in favor of the Assignee all of the Assignor's right, title, and interest in, to, and under the Transferred Contract, together with its related rights, warranties, remedies, powers, and privileges (collectively, the Assigned Rights). The Assignee hereby accepts the Assigned Rights. b. The Assignor hereby delegates and transfers to the Assignee all obligations of the Assignor under the Transferred Contract that accrue during the term of this Assignment (collectively, the Assumed Obligations). The Assignee hereby agrees to perform the Assumed Obligations in accordance with their terms. 2. Assignor Representations and Warranties. The Assignor represents and warrants that: a. The Transferred Contract is in full force and effect and is enforceable in accordance with its terms; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





b. Exhibit A contains the entire agreement of the Assignor and Buyer relating to the Transferred Contract, and the Transferred Contract has not been amended or modified in any way; c. There are no disputes, pending or threatened, related to the Transferred Contract; d. No event or condition has occurred that is, or with the passage of time would be, a default under the Transferred Contract; and e. Buyer has consented in writing to this Assignment, either in the express terms of the Transferred Contract or in a separate signed consent the Assignor has delivered to the Assignee. 3. SPV. The Assignee may assign the Assigned Rights and may delegate the Assumed Obligations to an SPV in accordance with the terms of the Marketing Agreement. 4. Counterparts. This Assignment may be executed in counterparts or duplicate originals, all of which shall be regarded as one and the same instrument. 5. Governing Law. This Assignment shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without reference to conflict-of-laws principles. 6. Further Assurances. Each Party shall, at its own expense, execute and deliver such other documents and perform such other acts as may be reasonably necessary to effect this Assignment. 7. Amendments. No alteration, amendment, waiver, cancellation, or any other change in any term or condition of this Assignment shall be valid or binding on either Party unless both Parties agree in writing. 8. Successors and Assigns. This Assignment shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns, but, except as provided in Section 3 above, neither Party may assign this Assignment without the prior written consent of the other Party. 9. Severability. Should any clause, sentence, section, article or paragraph of this Assignment judicially be declared to be invalid, unenforceable, or void, such decision shall not have the effect of invalidating or voiding the remainder of this Assignment. 10. No Third Party Beneficiaries. This Assignment is solely for the benefit of the Assignor and the Assignee and their successors and permitted assigns, and no right or cause of action shall accrue by reason hereof for the benefit of any third party. (Signatures on next page) [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 2





The Parties have caused this Assignment and Assumption Agreement to be executed in duplicate, as of the Assignment and Assumption Date, by their duly authorized officers or representatives. Loop Industries, Inc. Indorama Loop Technologies, LLC By: By: Name: Name:

Title: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 3





EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT LOOP SALES CONTRACT [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
answer:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


question:
Exhibit 10.9

                           CONTENT LICENSING AGREEMENT

                                     between

                          Data Call Technologies, Inc.                              600 Kenrick, Suite B-12                               Houston, Texas 77060

                      hereinafter referred to as Licensor

                                       and

                                 PLAN_B MEDIA AG                                  Schaafenstr. 25                                   50676 Cologne                                      Germany                        hereinafter referred to as plan_b

1    PURPOSE  OF  THE  AGREEMENT

     1.1  The purpose  of  this  content  distribution  Agreement  (hereinafter           Agreement)  is  to  set  forth  the terms and conditions under which           plan_b  may  use  the  Content  (Content as set forth in APPENDIX 2)           owned  or  licensed  by  LICENSOR  for  a  commercial  distribution to           plan_b's  End  Users  in  the  territory  (Territory as set forth in           APPENDIX  2).

     1.2  End User  means  any  third  Party  receiving  Content  on  a  mobile           device  for  a  payment in accordance with the terms and conditions of           this  Agreement  for  their  own  private  and  non-  commercial  use.

2    OBLIGATIONS  OF  LICENSOR

     2.1  LICENSOR  shall  make  a  first  delivery  of Content to plan_b within           14  days  after the signing of this Agreement unless separately agreed           between  the  Parties.

     2.2  LICENSOR  shall  deliver  Content  according  to  the  specifications           (for  example  formats,  file  sizes)  set  by  plan_b or to be agreed           between  the  Parties  in  writing.

     2.3  LICENSOR  grants  plan_b  for  the  term  of  this Agreement the right           to  produce,  market  and  distribute  Content  to  End  Users (in the           territory  specified  in appendix 2) through its own and its partner's           platform.

3    OBLIGATIONS  OF  PLAN_B

     3.1  plan_b  will  distribute  Content  to  End  Users  in  the  Territory           through  its  distribution  channels.

     3.2  plan_b  shall  use  reasonable  commercial  efforts  to  market  and           stimulate  interest  in  the  Content  with  its  customers.

     3.3  plan_b  shall  provide  LICENSOR  with  a  detailed  written  record,           which  includes the number of End User downloads and each distribution           channel.  Such  report  shall  be  provided  to LICENSOR in electronic           format  within  6  weeks  of  the  end  of  a  quarter.

     3.4  LICENSOR  shall  have  the  right  to  use  a  certified  public           accountant  to  inspect and audit all the related records and books of           plan_b to ensure plan_b's compliance with the terms of this Agreement.           In  the  event  that  any such audit reveals that plan_b has underpaid           fees  to  the value of ten (10) percent or more of the total amount of           payments  for  the  period covered by the audit, plan_b shall bear the           cost  of  the audit and shall in any event immediately pay to LICENSOR

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





          the  full  value  of the underpaid or under-reported fees. Such audits           shall  normally  be conducted during normal business hours at plan_b's           premises.

4    REVENUES

     4.1  plan_b  shall  pay  LICENSOR  a  share of its revenues as set forth in           APPENDIX  2  (REVENUES).

     4.2  All shares  are  net,  plus  the  respective  applying value added tax           (if  applicable).

5    INTELLECTUAL  PROPERTY  RIGHTS

     5.1  LICENSOR  is  the  owner  of  all  intellectual  property  rights,           including  without  limitation,  any  and all patents, utility models,           trade  marks,  rights  in  designs,  trade,  business or domain names,           know-how,  rights  in  databases and copyrights, rights in inventions,           ideas, concepts, trade secrets and confidential information which have           to  be  given  to  fulfill  this  contract.

     5.2  In the  alternative,  if  LICENSOR  is  not  the  sole  and  exclusive           owner  of  all  of  the  foregoing intellectual property rights to the           Content,  LICENSOR  has  been  granted  by  the  owner  or  rightful           sub-licensee  of the intellectual property of the Content the right to           grant  the rights provided by LICENSOR to plan_b under this Agreement.

     5.3  LICENSOR  grants  to  plan_b  a  license  to produce, use, distribute,           promote  and  publicly  display  the  Content  in any possible way for           distribution and marketing purposes. Additionally, Licensee shall have           the  right  to  use  the trademarks, trade names, or logos relating to           Content  (the  TRADEMARKS).

     5.4  LICENSOR  warrants  that  Content  does  not  infringe an intellectual           property  right  enforceable in the agreed country of delivery or use.           LICENSOR indemnifies and holds harmless plan_b against all claims that           Content  infringes any of the above mentioned rights of a third Party.           LICENSOR  shall  pay  all damages awarded in a trial to a third Party.

6    CONFIDENTIALITY

     6.1  Each Party  shall  keep  in  confidence  all material and information,           including  without  limitation  Content, received from the other Party           and  marked  as  confidential  or  which  should  be  understood to be           confidential,  and  may  not  use such material or information for any           other  purposes  than  those  set  forth  in  this  Agreement.  The           confidentiality  obligation shall, however, not be applied to material           and  information,  which  as  shown  by  the  receiving  Party,

          6.1.1 is generally  available  or  otherwise  public;  or

          6.1.2 the receiving  Party  has  received  from  a third party without                any  obligation  of  confidentiality;  or

          6.1.3 was in  the  possession  of  the  receiving  Party  prior  to                receipt  of  the same from the other Party without any obligation                of  confidentiality  related  thereto;  or

          6.1.4 the receiving  party  has  independently  developed  without                using  material  or  information  received  from the other Party.

     6.2  Each Party  shall  promptly  upon  termination  of  this  Agreement or           when the Party no longer needs the material or information in question           for  the  purpose  stated  in  this Agreement cease using confidential           material and information received from the other Party and, unless the           Parties  separately  agree on destruction of such material, return the           material  in  question  (including  all  copies  thereof).

     6.3  The rights  and  responsibilities  under  this  section  shall survive           any  termination  or  cancellation  of  this  Agreement  for  2 years.

7    TERM OF  THE  AGREEMENT  AND  TERMINATION

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





     7.1  Unless  otherwise  stated  in  the  Appendix  the  term of this letter           Agreement  shall  continue  for  twenty-four  (24)  months  with  the           effective  date  unless  terminated sooner or extended pursuant to the           terms hereof (Initial Term). The Initial Term shall automatically be           extended  for  an additional period of half a year unless either party           provides  the  other party with written notification of termination of           the  letter  Agreement  at  least 60 days prior to end of such period.

     7.2  Either  Party  shall  be  entitled  to  cancel  this  Agreement if the           other Party is materially in breach of the terms of this Agreement. If           the  breach  of  contract is capable of being remedied, this Agreement           can  be  cancelled  only  provided  that  the  Party in breach has not           rectified  its breach within thirty (30) days of the written notice by           the  other  Party.

     7.3  Either  Party  may  cancel  this  Agreement  already prior to the date           of  its  fulfillment,  if it becomes evident that the other Party will           commit  a  breach  of  contract  entitling  to  cancellation  of  this           Agreement.

     7.4  Upon termination  or  cancellation  of  this  Agreement  plan_b  shall           cease to use Content for any purpose and delete Content from any files           and  data  storage.

     7.5  After termination  of  this  contract,  there  shall  be  a  sell-off           period  (defined  in  APPENDIX 2) following the date of termination of           this  contract.

8    MISCELLANEOUS

     8.1  The Parties  acknowledge  that  they  act  as  independent contractors           and this Agreement does not constitute any partnership, joint venture,           agency  relationship  or  other independent legal entity separate from           the  Parties.

     8.2  Neither  Party  shall  assign  or  transfer  to  any  third  party,           without  the  prior written consent of the other Party, this Agreement           or  any  rights  granted  herein.

     8.3  Any amendments  to  this  Agreement  shall  be  in  writing  and shall           have no effect before signed by the duly authorized representatives of           the  Parties.

     8.4  All  payments  will  be  made  to  Licensor  in United States dollars.

9    SEVERABILITY

     9.1  In the  event  that  any  provision  in this Agreement will be subject           to  an  interpretation  under which it would be void or unenforceable,           such  provisions  will be construed so as to constitute it a valid and           enforceable provision to the fullest extent possible, and in the event           that  it  cannot  be  so construed, it will, to that extent, be deemed           deleted  and  separable  from  the other provisions of this Agreement,           which  will  remain  in full force and effect and will be construed to           effectuate  its  purposes  to  the  maximum  legal  extent.

10   GOVERNING  LAW  AND  VENUE

     10.1 This Agreement  shall  be  governed  and  construed in accordance with           the  laws  of  the  United  States of America. The courts of competent           jurisdiction  at  New  York  City,  New York, shall have the exclusive           jurisdiction  over  any  dispute  arising out of or in connection with           this  Agreement.

     10.2 This Agreement  has  been  prepared  in  two (2) identical copies, one           for  each  Party.

PLAN_B  MEDIA  AG                  PLAN_B  MEDIA  AG

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





03/24/06                           03/24/06 ______________________________     _____________________________ Date                               Date

/s/  Heim  Brecht                  /s/  Stefan  Meyes-Sickenagel ______________________________     _____________________________ Signature                          Signature

Heim  Brecht                       Stefan  Meyes-Sickenagel ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

CIO                                COO ______________________________     _____________________________ Title/Position                     Title/Position

LICENSOR                           LICENSOR

3/23/06 ______________________________     _____________________________ Date                               Date

/s/  James  Ammons ______________________________     _____________________________ Signature                          Signature

James  Ammons ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

President  and  CEO ______________________________     _____________________________ Title/Position                     Title/Position

APPENDIX  I

1.   CONTACT  PLAN_B  MEDIA  AG

     Name:         Matthias  Hellmann

     Position:     Head  of  Content

     Phone:        XXXXXXXXXXXXX

     Email:        XXXXXXXXXXXXXXX

2    CONTACT  LICENSOR

     Name:         Jim  Ammons

     Position:     CEO  /  President

     Phone:        866-219-2025

     Email:        ammons@datacalltech.com

3    CONTACT       LICENSOR  AGENT  (IF  APPLICABLE)

     Name:

     Position:

     Phone:

     Email:

4   BANK  ACCOUNT  LICENSOR

    Bank name:     Bank  Of  America

    Bank address:  Dallas,  Texas

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





    Country:       USA

APPENDIX  2

1    CONTENT,  SHARE  &  TERRITORY

     1.1  Contract  name (for internal plan_b-ware use): Data Call Technologies,      Inc.

CONTENT                          LICENSOR       TERRITORY            TERMINATION                                   SHARE

Top  News  Headlines Top  Business  Headlines Science/Health  News Entertainment  Headlines

National  Football  League National  Basketball  Association National  Hockey  League Major  League  Baseball NCAA  Football NCAA  Men's  Basketball Professional  Golf  Association NASCAR

Latest  Sports  Lines               45%        Worldwide             24  months Latest  Sports  Headlines Thought  for  Today Market  Details World  Financial  Highlights Weather: Current  Conditions 48-Hour  Forecast 7-Day  Forecast Weather  Alerts Doppler  Weather  Radar

2    TERMS

     2.1  Contract  start:  04-01-06

     2.2  Contract  end:  04-01-08

     2.3  Commercial  distribution  possible  from:

     2.4  Sell-off  period:  3  months  after  termination

3    PAYMENTS  AND  REPORTS  TO  LICENSOR

     3.1  Reporting:  Quarterly;  30  days  after  end  of  quarter

     3.2  Payment  terms:  30  days  after  receipt  of  invoice

4    EXCLUSIVITY  COPYRIGHT

     4.1  Content  exclusive:  [ ]  Yes  [ ]  No

     4.2  Copyright:

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006
answer:

Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?