TECHNO-COMMERCIAL AGREEMENT BETWEEN CLENERGEN CORPORATION AND BIOMASS 2 BIOPOWER (QA) LIMITED AND ENHANCED BIOFUELS AND TECHNOLOGIES PRIVATE LIMITED JUNE 2ND 2010
Ìý
Ìý
BETWEEN
Ìý
CLENERGEN
CORPORATION
Ìý
AND
Ìý
BIOMASS
2 BIOPOWER (QA) LIMITED
Ìý
AND
Ìý
ENHANCED
BIOFUELS AND TECHNOLOGIES PRIVATE LIMITED
Ìý
JUNE
2NDÌýÌý2010
Ìý
Ìý
Ìý
Dated
June 2ndÌý2010This
Agreement by Biomass2Biopower (QA) Limited, a Company incorporated in Tamilnadu,
with registered address at, 5/10 C ▇▇▇▇▇▇� Garden, ▇▇ ▇▇▇▇� post, Coimbatore 641
029 India and Enhanced Biofuels and Technologies Private Limited, a Company
incorporated in Tamilnadu, with registered address at, 5/10 C ▇▇▇▇▇▇� Garden, ▇▇
▇▇▇▇� post, Coimbatore 641 029 India (hereinafter referred to as B2B)
Ìý
AND
Ìý
Clenergen
Corporation, a Company registered in the State of Nevada, USA and registered
address at ▇▇▇▇ ▇▇▇▇�, � ▇▇▇▇▇▇ ▇▇▇▇�, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇� (hereinafter referred to
as CC).
Ìý
ARTICLE
1 –PURPOSE OF AGREEMENT:
Ìý
WHEREAS,
B2B is in the business of the production and sale of cloned varieties of Melia
dubia and micro propagated tissue cultures of the same and undertakes plant
science research and development, biotechnology to Melia dubia and providing
consultancy for establishment and implementation of “Energy crop Plantations�
for maximising the growth and biomass yield
potential.
Ìý
WHEREAS,
CC is in the business of the cultivation of feedstock/biomass for use in
gasification, Combustion Steam, Hydrocarbon, Anaerobic Digestion and Pelleting
processes for the purpose of producing electricity, Hydrocarbon Fuel, Pellets
and compost and licensing of technology used in the production of feedstock and
power generation
Ìý
WHEREAS,
CC for the purposes of cultivation of the feedstock and generation of 158
MW/h from 10 projects under agreement in India, Philippines, Ghana, Guyana, and
downstream South Africa and Tanzania, have entered into commercial relationships
with both captive end users and land owners for securing sufficient land in
order to supply biomass for its power projects
Ìý
Ìý
WHEREAS,
B2B are experienced in the field of cloning, micro propagation, fertilisers,
pesticides, biotechnology, and microbiology for energy crop plantations and
intend to establish clonal farms and biotechnology laboratories for the
production of Melia dubia saplings
Ìý
WHEREAS,
B2B has been appointed by CC as a supplier of Melia dubia clones and micro
propagated planting materials, fertilisers, pesticides and advisors to perform
research, development into improvements in yield and performance of Melia dubia.
B2B warrants that it has the legal right to any and all intellectual property
rights that arise from clonal varieties of mother stock of Melia dubia and/or
pesticides and fertilizers supplied to CC
Ìý
WHEREAS,
B2B entered into a Memorandum of Agreement with Clenergen Corporation on
October 6th 2009 of which the terms of such have been incorporated under this
Agreement and shall otherwise be considered Null and
Void.
Ìý
ARTICLE
2: ELEMENTS OF THE AGREEMENT
Ìý
B2B will
provide Melia dubia clones andÌýÌýmicro propagated planting materials,
plant science, research, development and agronomy management services for
assistance with the implementation of plantations of Melia dubia under a scope
of work as “detailed in schedule 1, subject to the terms and conditions
contained herein:
Ìý
TECHNICAL
PROGRAMS
Ìý
|
2.1.1
|
CC
will sub lease 20 acres of land, commencing Spetember 1st
2010, located at NGO colony, Coimbature (12 acres) and Karumbuthottam,
Coimbature (8 acres)ÌýÌýfor a minimum period of 5 years that is
currently leased by B2B and located within 5km from its R&D laboratory
in Coimbatore. The purpose will be to establish a clonal evaluation farm
and for theÌýÌýsupply of mother stock for CC energy crop
plantations. B2B will be responsible for sourcing varieties of Melia dubia
for the clonal farm, testing of pesticides and fertilizers and overall
agronomy, measurements, layout, signage andÌýÌýmaintenance of the
site . The sub lease is attached hereto as Appendix
A.
|
Ìý
Ìý
|
2.1.2
|
CC
and B2B will share equallyÌýÌýthe monthly budget for the clonal
farm and will retain equally all rights to the clones cultivated from
theÌýÌý20 acre site, from which mother stock will be produced for
CC’s energy crop plantationsr both local and for export market.. B2B will
be responsible to supply a monthly report on all data associated to the
evaluation farm and varieties of Melia dubia species sourced for biometric
observation.
|
Ìý
|
2.1.3
|
CC
and B2B will retain equal ownership rights to the clones produced from
Melia dubia for the country of India. B2B will be allowed to micro
propagate and distribute the new variety to the clients other than CC only
after fulfilling the commitments of CCÌýÌýby paying a royalty to
CC,. B2B agrees to provide CC with details of its corporate clients
periodically, for the purpose of seeking pre-approval for the intended
supply of saplings and inputs.
|
Ìý
|
2.1.4
|
B2B
will select specific clones from the mother stock of Melia dubia, for the
purpose of CC conducting laboratory tests of The Tree Adaption Process
(Polyploidisation), for the purpose of producing a new variety of Melia
dubia biomass feedstock suitable to be cultivated under the climatic and
soil conditions of the lands identified in schedule
1.
|
Ìý
2.1.5
Ìý
|
2.1.6
|
All
parties acknowledge that no Genetic Engineering will be performed during
the laboratory tests of any and all species of tree and/or
grass.
|
Ìý
2.1.7
Ìý
|
2.1.8
|
Branding
|
Ìý
Products
purchased by CLENERGEN will be branded with the CLENERGEN logo and display
B2BP.
Ìý
|
2.1.9
|
CC
will invest in the cost of renovating the existing building structures
located on the Komangalam site, Tamilnadu, for the purpose of establishing
a production and manufacturing supply centre for Melia dubia pesticides
and fertilizers. B2B will be responsible for the design of the pesticides
and fertilizers to be manufactured at the
facility.
|
Ìý
Ìý
B2B and
CC jointly ownÌýÌýall IP rights associated with the design of
fertilisers and pesticides produced from the facility. B2B will be responsible
to mass produce the out comes of the designed Biofertilizer and Biocontrol agent
for CC� use. In the event that CC’s requirements are met and that there is
surplus manufacturing capacity available at the facility, B2B and/or CC can
elect to sell these products to a third party. For clients of either party, a
royalty ofÌýÌýof 10%will be paid to CC.
Ìý
COMMERCIAL
TRIALS
Ìý
|
2.1.10
|
B2B will be required
to supplyÌýÌý85,000 Melia dubia clones as per Schedule 1 in view
of conducting trials in India and 337,500 for shipment abroad. Saplings
will be supplied in poly bags for domestic planting in India and in net
potsÌýÌýfor export outside of India.ÌýÌýCC will be
responsible for the costs associated with the shipping and delivery of the
Melia dubia clones, the purchase price of the saplings will be as per
schedule
|
Ìý
|
2.1.112.
|
Ìý
|
Ìý
ÌýAlternatively,
B2B will reserve the right to:
Ìý
|
Ìý
|
a)
|
enter
into a third party supply contract to supply clones from mother stock
supplied by B2B.
|
Ìý
|
Ìý
|
b)
|
multiply
Melia dubia clone through tissue culture and cuttings for export and
domestic distribution. Such decision will take into consideration the most
cost effective and manageable solution available to protect the interests
and objectives of CC.
|
Ìý
|
2.1.12
|
B2B
will be responsible for providing sufficient planting materials as per
Schedule I and CC agrees to pay B2B in Indian Rupees per clone and/or
micro propagated tissue culture plant as outlined in Schedule 2, subject
to each shipment being pre approved for delivery. Delay in supply by B2B
and taking delivery by CC is acceptable only for one
month.
|
Ìý
Ìý
|
2.1.13
|
CC
will be responsible for all shipping costs, handling, nursery requirements
and planting costs including pesticides, fertilizers, water and bore well
irrigation and any other associated costs for performing the trials and
detailed under schedule 1
|
Ìý
|
2.1.14
|
B2B
will be responsible for the production of cuttings from clonal varieties,
multiplication of micro propagated plants from tissue culture either
directly using their laboratory and/or subcontracting to qualified third
parties.
|
Ìý
|
Ìý
|
a)
|
B2B
will be notified sufficiently in advance of the production requirements
for which the plants are either cuttings from clones or propagated in the
tissue culture laboratory. Plants are supplied in India will be at the
Greenhouse hardening stage and shall be supplied in monthly
instalments.
|
Ìý
|
Ìý
|
b)
|
B2B
will notify CC of any a new superior clone which is not currently being
used for cuttings and/or tissue Culture propagation
programs.
|
Ìý
|
2.1.15
|
B2B
will be responsible for loading of saplings onto suitable methods of
transportation either for local distribution of for export from the port
of Tuticorin or Chennai. Saplings for delivery oversees will be shipped in
sealed Cardboard boxes (net bags) and B2B will be responsible for all
certification and quarantine requirements associated with the country in
which they will be shipped.
|
Ìý
|
2.1.16
|
The
cost of the planting materials ordered by CC as per rates contained in
Schedule 1 and 2 shall be paid by CC to B2B as
follows:
|
Ìý
|
Ìý
|
·
|
50%%
of the cost along with the confirmed purchase
order.
|
Ìý
|
Ìý
|
·
|
20%15%
of the cost three months before the scheduled date of
delivery
|
Ìý
|
Ìý
|
·
|
15%
of the cost one month before the scheduled date of
delivery
|
Ìý
|
Ìý
|
·
|
15%
of the cost at the time of shipment of the
plants.
|
Ìý
|
2.1.17
|
B2B
will assist with gaining clearance for the import and export of mother
stock and or strains of the biomass feedstock, including but not limited
to quarantine specifications or other statutory limitations associated
with the import and export of mother
stock.
|
Ìý
Ìý
COMMERCIAL
PLANTATIONS
Ìý
|
2.1.18
|
CC
will sub-lease 150 acres of land located in Komangalam, Tamilnadu at the
current cost of the lease agreement between B2B and the owners of the
land. Such sub-leasing agreement will be subject to B2B providing certain
written guarantees that the sub leaseÌýÌý(attached hereto as
Appendix B) will be for a minimum period of 10 years. B2B will be entitled
A one time payment per acre equal to the cost of borewell installations,
drip irrigation and land clearance,cost at the Komangalam
site.
|
Ìý
|
2.1.19
|
CC
will be responsible for all cost associated with implantation of the
commercial scale plantation and logistics associated with transporting
wood chips from Komangalam to its gasification biomass power plant being
installed at its facility near Salem,
Tamilnadu.
|
Ìý
|
2.1.20
|
B2B,
through its affiliated company, Enhanced Biofuel’s and Technologies
Private Limited will supply CC with “Jat in the Box�, I hectare Jatropha
kits containing seeds from EBTi’s elite hybrid strain of Jatropha at a
gate price all inclusive of $150.00 per box. Each box will be branded with
the Clenergen Logo and represent that the inputs were supplied Enhanced
Biofuels and Technologies Limited.
|
Ìý
|
2.1.21
|
B2B
will be entitled to a commission on a case by case basis for land parcels
suitable for cultivation of either Melia dubia, Beema Bamboo or Paulownia,
including the requirement for 400 acres in Salem,
Tamilnadu.
|
Ìý
2.1.22
Ìý
FINANCIAL
CONSIDERATION
Ìý
Ìý
|
2.1.23
|
It
is hereby acknowledged that CC shall issueÌýÌý750,000 common
shares of Clenergen Corporation, (OTC: BB) to B2B and trading under the
ticker symbol `CRGE’for Compensation for
Services
|
Ìý
B2B will
be entitled to a commission on a case by case basis for land parcels suitable
for cultivation of either Melia dubia, Beema Bamboo or Paulownia
Ìý
|
2.1.24
|
It is agreed that
for time dedicated directly by ▇▇ ▇▇▇▇▇▇▇▇ for the projects as outlined
herein will be charged at a rate of US $250 per day for work performed in
India and US $350 per day for work performed anywhere else in the world.
In addition to compensation for time incurred, ▇▇ ▇▇▇▇▇▇▇▇ will be
entitled to a bonus of 200,000 common shares of Clenergen Corporation
stock, upon the completion of the trials. up?)
|
Ìý
Ìý
|
2.1.25
|
CC
and B2B will enter into a separate agreement with regards to their
business relationship associated with offset projects originating in
India.
|
Ìý
|
2.1.26
|
It
is acknowledged that B2B has various relationships with prominent
scientists, including a Scientific Board of Advisors. Subject to
pre-approval of B2B, CC will be permitted to publicly present the B2B
Scientific Board of Advisors to investors and other third
parties.
|
Ìý
ARTICLE
3: CONFIDENTIALITY
Both
parties have signed a Binding Non Disclosure/Confidentiality Agreement as of
October 6th, 2009
and have agreed to adhere to the terms and conditions of this
Agreement.
Ìý
ARTICLE
4: TERMINATION
Ìý
Either
Party may terminate the Agreement at any time by providing not less than sixty
(60) calendar day’s prior written notice.ÌýÌýTermination will not
eliminate either party’s obligations to protect the IP, honour the
confidentiality clause and to fulfil any financial obligations already incurred
by implementation of this agreement.
Ìý
ARTICLE
5: JURISDICTION
Ìý
This
Agreement will be governed by the Laws of India. The Courts of India will have
exclusive jurisdiction arising out of or in connection with this
Agreement
Ìý
This
Agreement shall not be assignable without the prior written consent of B2B and
CC.
Ìý
This
Agreement is hereby entered into this the June 2nd
2010.
Ìý
Ìý
|
Signed:
|
| Ìý |
|
/s/▇▇▇▇
▇▇ ▇▇▇▇�
|
|
▇▇▇▇
▇▇ ▇▇▇▇�, Chief Executive Officer
|
|
Clenergen
Corporation
|
| Ìý |
|
Signed:
|
| Ìý |
|
/s/Ìý▇▇.
▇▇▇▇▇▇▇▇� ▇▇▇▇▇▇▇▇
|
|
▇▇.
▇▇▇▇▇▇▇▇� ▇▇▇▇▇▇▇▇, Director
|
|
Biomass2Biopower(QA)Limited
|
|
Enhanced
Biofuels and Technologies Private
Limited
|
SCHEDULE
1
Ìý
SCOPE OF
WORK
Ìý
The scope
of work will include but not be limited to the following
deliverables:
Ìý
|
1.
|
Set
up and conduct the following trials in
:
|
Ìý
|
Ìý
|
·
|
India
(Valliyur, Tamilnadu)
|
Ìý
|
Ìý
|
·
|
Philippines
(Romblon Island)
|
Ìý
|
Ìý
|
·
|
Ghana
(Aflam Plains, ▇▇▇▇▇▇� region)
|
Ìý
|
Ìý
|
·
|
Ghana
(Bole, Northern Region)
|
Ìý
|
Ìý
|
·
|
Guyana
(Georgia Caribbean International
Limited)
|
Ìý
|
Ìý
|
·
|
Tanzania
(site to be determined) :
|
Ìý
Ìý
|
2.
|
Each
trial will consist of the
following:
|
Ìý
|
Ìý
|
·
|
25
acre spacing trials using mother stock of Melia dubia provided by B2B in
planting density of 1700 per acre.
|
Ìý
|
Ìý
|
·
|
25
acre spacing trials using mother stock of Melia dubia provided by B2B in
planting density of 1000 per acre.
|
Ìý
|
3.
|
A
total of three hundred (300) acres of trials will be planted in the six
(6) regions as listed under point 1. CC will be responsible for all
logistics and delivery associated with the supply of Melia dubia saplings
supplied by B2B. All incremental nurseries, transportation and handling
costs associated with Melia Dubia will be at the cost of
CC.
|
Ìý
|
4.
|
It
is the intent that all trials will be completed by December 31st
2010.
|
Ìý
SCHEDULE
2
Ìý
PRICING
Ìý
SCHEDULE
2
Ìý
PRICING
Ìý
Pricing
per Sapling supplied by B2B either directly or through an approved third parties
as designated by B2B.
Ìý
|
For
Domestic:
|
||
| Ìý | ||
|
Tissue
Culture Melia dubia plants:
|
||
| Ìý | Ìý | Ìý |
|
Polybag
plants
|
:
|
USD
0.63 per plant, Ex-Coimbatore, Tamilnadu
|
| Ìý | Ìý | Ìý |
|
Clone
Melia dubia plants:
|
||
| Ìý | Ìý | Ìý |
|
Polybag
plants
|
:
|
USD
0.63 per plant, Ex-Coimbatore,
Tamilnadu
|
Ìý
Ìý
Ìý
|
For
Export:
|
||
| Ìý | Ìý | Ìý |
|
Tissue
Culture Melia Dubia plants:
|
||
| Ìý | Ìý | Ìý |
|
Net
pot stageÌýplants
|
:
|
USD
0.38/per plant, Ex-Coimbatore, Tamilnadu
|
| Ìý | Ìý | Ìý |
|
Clone
Melia Dubia plants:
|
Ìý | Ìý |
| Ìý | Ìý | Ìý |
|
Net
pot stageÌýplants
|
:
|
USD
0.38/per plant, Ex-Coimbatore, Tamilnadu
|
| Ìý | Ìý | Ìý |
|
Bioprime
and Bioprevent
|
||
| Ìý | ||
|
Nursery
|
||
| Ìý | Ìý | Ìý |
|
Bioprime
|
:
|
ÌýUSD
13.13/1000 plant, Ex-Coimbatore, Tamilnadu
|
| Ìý | Ìý | Ìý |
|
Bioprevent
|
:
|
USD
1.9 /1000 plant, Ex-Coimbatore, Tamilnadu
|
| Ìý | Ìý | Ìý |
|
Commercial
Plantation
|
||
| Ìý | Ìý | Ìý |
|
Bioprime
|
:
|
USD
52.5/1000 plant, Ex-Coimbatore, Tamilnadu
|
| Ìý | Ìý | Ìý |
|
Bioprevent
|
:
|
USD
18.75/1000 plant, Ex-Coimbatore,
Tamilnadu
|
The
Export price is inclusive of preparation of clones and tissue culture plants as
per the quarantine requirement of the importing country and growing it in soil
free media as per the phyto regulation, packing in cardboard box, arranging
quarantine inspection as per the import permit of the importing country and
obtaining certificates such as, certificate of origin,ÌýÌýWLRO
certificate, CITES certificate and clearing and forwarding, including freight
cost by international carrier, additional charges for quick custom clearance and
security clearance without cooling period in India as perishable
shipment.
Ìý
Ìý
APPENDIX
A
Ìý
SUB LEASE
AGREEMENT
NGO
colony, Coimbature (12 acres) and Karumbuthottam, Coimbature (8
acres)
Ìý
APPENDIX
B
SUB LEASE
AGREEMENT
150 acres
of land located in Komangalam, Tamilnadu
Ìý
Ìý