CONTRIBUTION AGREEMENT THIS AGREEMENT dated ... - ccemc

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- 16 -(c)refrain from making any public announcement or press release except with theapproval of CCEMC as to the contents of the announcement or press release ,which approval shall not be unreasonably withheld.14. CONFIDENTIAL INFORMATION14.1 The Recipient shall not disclose any third party confidential information or document ormake use of any intellectual property rights subject-matter that it becomes aware of ortakes possession of from a third party during the implementation of the Project, withouthaving obtained written authorization from the third party releasing it from the obligationof confidentiality, and the Recipient shall ensure that all of its employees,representatives, delegates, agents, consultants or subcontractors act accordingly. Uponrequest of CCEMC, the Recipient shall provide CCEMC with a copy of the authorizationobtained.14.2 The Recipient shall not disclose any confidential information or document nor make useof any intellectual property rights subject-matter that it becomes aware of or takespossession of during the implementation of the Project regarding CCEMC or providedby CCEMC, without first having obtained written permission from CCEMC, and theRecipient shall ensure that all of its employees, representatives, delegates, agents,consultants or subcontractors act accordingly.15. NOTICES15.1 Any notices, approvals, consents and other communication under this Agreement shallbe in writing (each such communication being a form of “Notice”) to the followingrespective addresses:(a)if to CCEMC:Climate Change and Emissions Management (CCEMC) CorporationPO Box 3197Sherwood Park, Alberta T8H 2T2Fax: 780.416.0812Email: info@<strong>ccemc</strong>.ca(b)if to the Recipient:[Address]Attention:Phone:Fax:Email:(c)and a copy of any Notice under this Agreement shall be sent to:(i)Davis LLP1201 Scotia 2 TowerDavis: 8418076.17
- 17 -10060 Jasper AvenueEdmonton, AB T5J 4E5Attention:Robert A. Seidel, Q.C.Fax: 780.702.4363Email: rseidel@davis.caEither Party may change its address information by giving Notice to the other Party.Any Notice is deemed to have been received on the day of delivery, if hand-delivered,when the other Party acknowledges receipt, if sent by registered mail and one businessday following transmission, if sent by facsimile or email.15.2 CCEMC designates and authorizes the CCEMC Project Advisor as having authority tocommunicate to the Recipient on behalf of CCEMC any direction, notice, consent orother communication under this Agreement. The Recipient designates and authorizesthe Recipient Liaison as having authority to communicate to CCEMC on behalf of theRecipient any direction, notice, consent or other communication under this Agreement.In the absence of any further designation or limitation communicated by either party tothe other, each Party may assume that CCEMC or the Recipient has duly authorizedany such communication from any of the above individuals, as the case may be.16. MISCELLANEOUS16.1 This Agreement is an agreement for the Contribution only. It does not create apartnership, agency, joint venture or employer/employee relationship between theParties and the Recipient shall not represent itself as such, including in any agreementwith a third party.16.2 The Recipient shall not, without the prior written consent of CCEMC, cause or suffer toexist any sale, transfer, assignment, or pledge of interest which would result in(a)(b)(c)a change in majority ownership or control of the Recipient,the disposition of all or substantially all of the assets of the Recipient, orthe amalgamation or merger of the Recipient with any third party.16.3 The Recipient declares and guarantees that no offer, gift or payment, consideration orbenefit of any kind, which constitutes an illegal or corrupt practice, has been or shall bemade to anyone by the Recipient, either directly or indirectly, as an inducement orreward for the award or execution of the Agreement. Any such practice is grounds forterminating the Agreement or taking any other corrective action as required.16.4 The Recipient shall declare in writing to CCEMC if the Recipient or any of theRecipient’s officers, employees or subcontractors included in the Project(a)were convicted during a period of three years prior to the submission of theProject proposal, by a court of law in Canada or in any other jurisdiction for anoffence involving bribery or corruption, orDavis: 8418076.17
Page 1: CONTRIBUTION AGREEMENTTHIS AGREEMEN
Page 4 and 5: - 4 -(ii)(jj)(kk)“Project Scope
Page 6: - 6 -2.5 The obligation of CCEMC to
Page 9 and 10: - 9 -(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Page 11 and 12: - 11 -what results were achieved th
Page 13 and 14: - 13 -9.3 The Recipient shall abide
Page 15: - 15 -(c)(d)no evidence of anything
Page 19 and 20: SCHEDULE APROJECT SCOPE, BUDGET, PR
Page 21 and 22: 13. Final Reportand Non-Confidentia
Page 23 and 24: SCHEDULE BPAYMENT SCHEDULEPayment S
Page 25 and 26: personal gain. More specifically, a
Page 27 and 28: (ix)(x)(xi)(xii)(xiii)“Director
Page 29 and 30: Appendix “A”Declaration of Inte

CONTRIBUTION AGREEMENT THIS AGREEMENT dated ... - ccemc

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