Exclusive Distribution Agreement

EXCLUSIVE DISTRIBUTION AGREEMENT - UNITED STATES, CANADA,

ISRAEL AND THE UNITED NATIONS




THIS AGREEMENT ("Agreement"), effective this 27th day, of August, 2009 ("Effective Date"), is entered into by Serenergy A/S, CVR-no. 29 61 66 47, Majsmarken 1, DK-9500 Hobro, Denmark (the "Company") a Denmark Corporation (hereinafter "Serenergy" or the "Supplier" or a "Party") a Danish Corporation, and Inscrutor Inc., a company incorporated in the State of Delaware, company number EID 32-0251358, (hereinafter "Inscrutor" or the "Distributor" or a "Party"), a Delaware Corporation.



WHEREAS, the Supplier is in the business of developing, manufacturing and selling fuel cells and related products throughout the world;



WHEREAS, the Distributor is in the business of market development and business develad opment and wishes to distribute all the Supplier's products in the United States, Canada and Israel;



WHEREAS, the Supplier wishes to provide all such products to the Distributor for distriad bution in such countries on an exclusive basis;



NOW, THEREFORE, in consideration of the Parties promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:












1. Definitions

1.1 In this Agreement the terms mentioned below shall have the following meaning:

Agreement Shall mean this agreement, including schedules.


Effective Date Means the date first written above.


Confidential Information Means any information of any kind or nature whatsoever, whether written or oral, includading, without limitation, this Agreement, fiadnancial information, trade secrets, customer
















lists and other information, regarding the Paradties and the Products, which is not known to the general public.


Products Means all the Supplier's products from time to time.


Term Means the period commencing on the Effecadtive Date and terminating as set forth in Clause 9 hereof.


Territory Means United States, Canada, and Israel.


Trademarks Means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by the Supplier and /or the Distributor in connection with the Prodaducts from time to time (whether registered or unregistered).


UN Means the United Nations.


USD Means US Dollars. The Parties have agreed that the exchange rate between USD and DKK shall be calculated in accordance with the official exchange rate of Danmarks Na-tionalbank on the date in question. However, the Parties have agreed that the exchange rate between USD and DKK shall in no case be lower than 5.10, e.g. 100 USD shall at all times be equal to minimum DKK 510.


2. Grant of Right to Distribute


2.1 Appointment . Subject to the terms and conditions of this Agreement, the Supplier hereby appoints the Distributor as its exclusive distributor of the Products within the Territory and globally in respect of UN for the Term (see Clause 9), and the Distributor hereby accepts such appointment.



















2.2 Restrictions on the Distributor's Activities . The Distributor shall not, directly or indirectly i) establish a warehouse or sales office for the Products outside the Territory, ii) engage in any promotional activities relating to the Products directed primarily to customers outside the Territory except from UN, or iii) solicit orders for Products from any prospective customer located outside the Territory except from UN.


2.3 Restrictions on the Supplier's Activities . The Supplier shall not, directly or indirectly i) esadtablish a warehouse or sales office for the Products in the Territory, (ii) engage in any proadmotional activities relating to the roducts directed primarily to customers in the Territory or to UN, and (iii) solicit orders for Products from any prospective customer located in the Teradritory or from UN. The Supplier is entitled to participate in scientific conferences, seminars, etc. within the Territory without the Distributor's prior written consent.


2.4 Reservation of Rights by the Supplier . The Supplier reserves the right to take the following actions at any time upon sixty (60) calendar days prior written notice to the Distributor without liability: (i) to add Products and (ii) to modify the design of or upgrade the Products or any part of the Products. The Supplier shall be entitled to cancel Products upon one (1) year's prior written notice to the Distributor.


3. Trademarks and intellectual property rights


3.1 Ownership to Trademarks and other intellectual property rights:


3.1.1 The Supplier shall have exclusive ownership to all Trademarks and other intellectual propaderty rights connected to products invented and/or developed by the Supplier.


3.1.2 The Distributor shall have exclusive ownership to all Trademarks and other intellectual property rights connected to products invented and/or developed by the Distributor.


3.1.3 The Supplier and the Distributor shall have joint ownership to all Trademarks and other inadtellectual property rights connected to products invented and/or developed jointly by the Supplier and the Distributor.


3.2 Grant of Rights . The Supplier hereby grants to the Distributor for the Term,, and subject to the terms and conditions herein, an exclusive irrevocable right to use the Supplier's Trademarks and other intellectual rights from time to time in connection with the marketing, use, sale and service of the Products in the Territory and to UN in accordance with the terms and conditions of this Agreement



















4. The Distributor's Obligations


4.1 Promotion Efforts . The Distributor shall no later than 6 months after the Effective Date esad tablish a sales office located within the United States, which shall provide the base for opaderations in the Territory and operations directed at UN in order to develop the contact to poadtential customers within the Territory and within UN. Immediately upon the establishment of the said sales office the Distributor shall facilitate a fulltime sales person to promote the sales of the Products within the Territory. The Distributor may develop materials in connecadtion with the promotion of the sale of Products (including, but not limited to, product broadchures). The Distributor shall submit copies of such promotional material to the Supplier.


4.2 Customer Service . No later than 6 months after the Effective Date the Distributor shall proad vide effective customer service (including, but not limited to, taking orders, responding to customer inquiries, fulfilling requests for quotes on Product pricing and providing after-sales sendee) on a timely basis and shall provide such assistance and information to customers.


4.3 Reports . With effect from Q2 2010 the Distributor shall provide the Supplier with quarterly operation reports of the Distributor's activities to market the Products in the Territory. The first quarterly report will be provided in respect of Q2 2010. Each such report shall be due within ...