Exclusive Distribution And Manufacturing License Agreement - Vehicles

EXCLUSIVE DISTRIBUTION AND MANUFACTURING LICENSE

AGREEMENT - VEHICLES



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 globally the Supplier's products within the segments for all types of vehicles;



WHEREAS, the Supplier wishes to provide all such products to the Distributor for distriad bution globally to the segments for all types of vehicles on an exclusive basis;



NOW THEREFORE, in consideration of the 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.


Global Means all countries in the world without limitaadtion.


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 10 hereof.


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).


Segment Means the segments for all types of vehicles driving on wheels intended for driving on public roads (i.e. excluding aeroplanes, golf carts and work vehicles such as fork lifts and tractors), including but not limited to cars of any kind, busses of any kind, vans of any kind, trucks of any kind and motorcycles of any kind.


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 and manufacture


2.1 Appointment . Subject to the terms and conditions of this Agreement, the Supplier hereby appoints the Distributor as its Global exclusive distributor of the Products under which the Distributor has the exclusive right to conduct all sales, marketing and project-development within the Segment for the Term (see Clause 10), and the Distributor hereby accepts such appointment.


2.2 Restriction on the Distributor's activities. The Distributor shall not, directly or indirectly i) engage in any promotional activities relating to the Products directed primarily to customers outside the Segment, or ii) solicit orders for Products from any prospective customer not beadlonging to the Segment.


2.3 Manufacturing license . The Supplier hereby grants to the Distributor for the Term an excluadsive irrevocable license to manufacture the Products and/or other products based on the Supplier's technology to be sold by the Distributor to customers within the Segment. The Distributor has the right to decide, at the Distributer's sole discretion, whether the Products and/or other products based on the Supplier's technology shall be (i) manufactured by the Supplier, cf. Clause 6.2, (ii) manufactured and/or production coordinated by the Distributor, cf. Clause 7.1, or manufactured and/or production coordinated by an external manufacturer, cf. Clause 7.2.


2.4 Restrictions on the Supplier's Activities . The Supplier shall not, directly or indirectly i) enadgage in any promotional activities relating to the Products directed primarily to any customaders within the Segment, or (ii) solicit orders for Products from any prospective customer within the Segment. The Supplier is entitled (i) to participate in scientific conferences, semiadnars, etc. within the Segment, and (ii) to perform work within EU with fully publicly funded, either Danish or EU funded, development projects within the Segment, without the Distribuadtor's prior written consent.


2.5 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 to be used within the Segment, (ii) to modify the design of or upgrade the Products or any part of the Products to be used within the Segment. 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 within the Segment 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 department located within the United States focusing on the Segment, which shall ensure that all relevant potential customers within the Segment will be contacted and presented with the possibility of implementing the Products as a component for a motor-system. Immediately upon the establishment of the said sales department the Distributor shall facilitate a fulltime sales person to promote the sales of the Products within the Segadment. The Distributor may develop materials in connection with the promotion of the sale of Products (including, but not limited to, product brochures). The Distributor shall submit copadies 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 service) 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 within the Segment.


















4.4 Annual Report . The Distributor shall provide the Supplier with an annual report within five (5) months after the end of each calendar ...