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Title: |
Distributorship Agreement |
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Date: |
2003 |
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Preview shows 9KB of 49KB total |
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$34 |
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ID: |
#927986 |
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EXHIBIT 10.58
DATED 24 SEPTEMBER, 2002
DWEER TECHNOLOGY LTD.
-AND-
DESALCO LIMITED
---------------------------------------------------
Distributorship Agreement
relating to
DWEER Products
---------------------------------------------------
[CAMPBELLS logo]
4th Floor, Scotiabank Building
P.O. Box 884GT
Grand Cayman
Cayman Islands
<PAGE>
THIS DISTRIBUTORSHIP AGREEMENT is made on 24 September, 2002
BETWEEN:
(1) DWEER TECHNOLOGY LTD., a Cayman Islands exempted company, the
registered office of which is c/o Campbell Corporate Services Limited,
4th Floor, Scotiabank Building, P.O. Box 268GT, Grand Cayman, Cayman
Islands (hereinafter "DWEER-TECH"); and
(2) DESALCO LIMITED, a Cayman Islands company duly incorporated in the
Cayman Islands, the registered office of which is c/o Campbell
Corporate Services Limited, 4th Floor, Scotiabank Building, P.O. Box
268GT, Grand Cayman, Cayman Islands (hereinafter "DESALCO").
WHEREAS:
(A) DWEER-Tech manufactures, markets and sells an energy recovery system
for desalination plants under the trademarks "DWEER" and "LinX" and
holds, inter alia, certain patents and patent applications in relation
thereto.
(B) DesalCo wishes to have the exclusive right to sell and distribute
"DWEER" and "LinX" products in the Territory (as defined below).
NOW IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1 In this Agreement, save where otherwise provided or where the
context otherwise requires or admits, the following terms and
expressions shall have the meaning set out below:
"AFFILIATE" means at any time during the term of
this Agreement or extension thereof
with respect to a person, another
person that directly, or indirectly
through one or more intermediaries,
controls, or is controlled by, or is
under common control with, such
person;
"PRODUCTS" means the work-exchanger (also
called pressure-exchanger)
2
<PAGE>
energy-recovery systems, components
and sub-components thereof for use
for water desalination using the
reverse osmosis process manufactured
and sold by DWEER-Tech;
"DWEER
INTELLECTUAL
PROPERTY" any patent, copyright, registered or
unregistered design, trade mark, or
other industrial or intellectual
property right subsisting worldwide
in respect of the Products, and any
applications for the same;
"PERSON" includes an individual, partnership,
firm, company, association,
unincorporated association or
organisation or any entity or body
of whatsoever nature including a
governmental, quasi governmental,
judicial or regulatory entity or any
department, agency, or political
subdivision thereof;
"TERRITORY" means:
(a) all countries, territories and
protectorates in or bordering
on the Gulf of Mexico and the
Caribbean Sea excluding,
except as provided for in
sub-clause (c) hereof, the
mainland of Mexico, Belize,
Guatemala, Honduras,
Nicaragua, Costa Rica, Panama,
Columbia and Venezuela; and
(b) the Bahamas, Barbados, and the
Turks and Caicos Islands; and
(c) the mainland territory within
30 miles of the Gulf of Mexico
or Caribbean Sea coasts of
Mexico, Belize, Guatemala,
Honduras, Nicaragua, Costa
Rica, Panama, Columbia and
Venezuela
save that the continental United
States and associated United States
coastal islands (e.g. Florida Keys,
but not the U.S. Virgin Islands or
Puerto Rico) are specifically
excluded;
3
<PAGE>
"TRADE MARKS" the trademarks "DWEER" and
"LinX" and all other names, symbols,
trade and service marks (whether
registered or unregistered) used by
DWEER-Tech in connection with or in
relation to the Products from time
to time.
1.2 In this Agreement, save where otherwise provided or where the
context otherwise requires or admits:
(a) references to any law or provision of law shall
include a reference to any law or provision of any
law which amends or replaces, or has amended or
replaced, it;
(b) references to this Agreement or any other agreement
or document shall be construed as a reference to this
Agreement as the same may from time to time be
amended, varied or supplemented;
(c) a "clause" or "schedule" is a reference to a clause
hereof or schedule hereto;
(d) a "sub-clause" is a reference to a sub-clause of the
clause in which the reference appears;
(e) any word, term or expression (including defined terms
and expressions) that imports any gender shall
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