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Technology Partner Agreement


This Technology Partner Agreement is made and entered into on Date, 2014 by and between:

The Company:

GOLIATH Wind O
Valge 13,
11415 Tallinn
Estonia

Registration Number: 11441701

And

The Technology Partner:

Technology Partner
Adress
City
Country

Registration Number: 9999999

(Hereinafter referred to individually as Party or collectively as the Parties.)

Whereas, the Company is in the business of developing and designing electrical generators for wind
turbines and power generation systems; and provides components, services and technology transfers
to support this;
Whereas, the Technology Partner is in the business of manufacturing electro-mechanical components
and systems for power generation and wishes to develop and market wind turbine generators under
own name based on the Companys technology, key components and services towards customers
within the agreed territory;
Whereas, the Parties wish to enter into this Technology Partnership Agreement to jointly develop a
locally produced wind turbine business in the agreed territory based on the technology provided by
the Company.

2. Definitions
a) Agreement means this Technology Partner Agreement and the following exhibits hereto:

Exhibit 1: Territory
Exhibit 2 : Technology
Exhibit 3: Product Range
Exhibit 4: Initial Transfer Plan
Exhibit 5: Price List for Key Components
Exhibit 6: Mechanical and performance guarantees
Exhibit 7: Costing and Deliverables
Exhibit 8: Turbine 3.0 data sheet (preliminary)

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b) Effective Date means the date first written in article 1.

c) Term means the period from the Effective Date to the termination of this Agreement.

d) Territory means the countries specified in Exhibit 1: Territory

e) Technology means the Companys technology, patents and intellectual property rights listed in
Exhibit 2: Technology, and any and all other patent applications and patents, including, but not
limited to, any and all substitutions, extensions, additions, reissues, re-examinations, renewals,
divisions, continuations and continuations-in-part owned by or licensed to (with a right to sub-
license) to the Company and directly or indirectly related to the Technology.

f) Know How means any proprietary technology, information, formula, processes, techniques, ideas,
discoveries, inventions and trade secrets (other than the Technology), which is directly related to or
can be used in connection with the Technology.

g) Improvements means all additions, developments, modifications, enhancements and adaptions;


which (i) directly relate to or can be used in connection with the Technology and the Know How, and
(ii) which are developed by or on behalf of a Party during the Term of this Agreement.

h) Product Range will be the wind turbine generator sizes defined in Exhibit 3: Product Range.

i) Product means any wind turbine generator and parts, components or services related to a wind
turbine generators marketed by the Technology Partner.

j) Technical Information means any designs, plans, specifications, drawings, sketches, notes or any
other type of information, disclosed, given or obtained under any type of support provided by the
Company to the Technology Partner, which refer to the manufacturing, installation, operation and
maintenance of the Products provided by the Company to the Technology Partner.

k) Confidential Information means any and all information that is disclosed by one Party to the other
Party and that is related to a Partys business or the Parties business relationship hereunder,
including, but not limited to , information concerning strategies, finances, products, services,
customers and suppliers.

l) Trademarks means all trademarks, service marks, logos, brand names, trade names, domain
names and/or slogans used by either Party in connection with the Technology or Products from time
to time, whether registered or not.

m) Contract means purchase orders or offers to purchase issued by the one Party and accepted by the
other Party, including received change orders and modifications to the contract received during the
Parties execution of this Agreement.

3. Objective of Agreement
The purpose of this Agreement is to enable the Technology Partner to establish a competitive and
sustainable localized wind turbine generator business in the Territory exclusively based on the Technology
provided by the Company.

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The objective of this Agreement is to regulate the terms, conditions, procedures and content of the
transfer of Technology from the Company to the Technology Partner, as well as establish the appropriate
fees and cost.

4. Grants of Rights

a) Subject to the terms and conditions of this Agreement, the Company hereby appoints the
Technology Partner as its exclusive Technology Partner to manufacture, market, promote and sell
the Products based on the Technology of the Company in the Territory. The Technology Partner
hereby accepts such appointment, and agrees not to use a third party to perform his obligations
pursuant to this Agreement without the prior consent of the Company. It is expressly agreed that
neither Party has authority to enter into agreements or make any commitments on the other Partys
behalf.

b) The Company can freely communicate with all customers, but shall keep the Technology Partner fully
informed of all relevant communications within the Technology Partners Territory.

c) Further, subject to the terms and conditions of this Agreement, the Company grants the Technology
Partner an exclusive license to use the Companys Technology to develop Products in and for
customers in the Territory including said customers export out of the Territory, however the latter
subject for written approval from the Company. The Technology Partner acknowledges that the
Technology, Know How and all Technical Information transferred by the Company to the Technology
Partner are and shall remain the sole and exclusive property of the Company, and acknowledges that
the use of this property is authorized only by reason of this Agreement, and only for the Products
defined by this Agreement.

5. Sub-licences
The Technology Partner shall not have the right to grant any sub-licenses under this Agreement without
the prior written consent of the Company.

6. Trademarks
The Technology Partner acknowledges the Companys exclusive ownership of the Trademarks and
acquires no right, title or interest in or to the Trademarks hereunder. Any and all goodwill associated with
the Trademarks will inure exclusively to the benefit of the Company. During the Term, the Technology
Partner shall not attempt to register any of the Trademarks or any trademarks, service marks, logos,
brand names, trade names, domain names and/or slogans confusingly similar to the Trademarks.

The Company hereby grants to the Technology Partner for the Term, and subject to the terms and
conditions herein, a non-exclusive, non-transferable, revocable right to use the Trademarks in connection
with the marketing and promotion of the Products within the Territory in accordance with the terms and
conditions of the Agreement and any guidelines issued by the Company from time to time. During the
Term, the Technology Partner shall have the right to indicate to the public that is the exclusive Technology
Partner of the Company in the Territory.

The Company acknowledges the Technology Partners exclusive ownership of any trademarks, logos and
slogans developed specifically for the marketing of the Products in the Territory, and acquires no right,
title or interest in said trademarks, logos or slogans. However, the tag-line Powered by Cyclos shall be
implemented in any logo and brand developed by the Technology Partner for the Product.

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7. Conveyance of Information
The Company shall convey all relevant Technical Information given in the Exhibit 4: Initial Transfer Plan
covering the first Product. For later Products developed in accordance with the Product Range given in
Exhibit 3: Product Range specific transfer plans shall be mutually agreed.

The Company shall ensure that all Technical Information is continuously updated and duly versioned, and
made available to the Technology Partner immediately upon release.

When and if the Company or other technology partners responsible for other territories develop new
Products within the Product Range based on the Technology, then the Company shall immediately inform
the Technology Partner about this, and the Technology Partner will have the option to transfer this design
to the Territory.

8. Development and Commercialisation

a) The Technology Partner have the right to make all decisions relating to the development and
commercialization of the Product subject to the terms and conditions of this Agreement, including,
but not limited to, all decisions related to supply chain, marketing, sale and pricing of the Product.

b) The Technology Partner shall market the Product actively in the Territory, and shall have
commenced marketing within 180 calendar days from the Effective Date.

c) The Products shall be developed and manufactured in strict accordance with the Technical Formatted: Highlight
Information provided by the Company and shall be certified by the certifying body chosen by the
Company.

d) All procurements for components, materials and services for the Product will be executed by the
Technology Partners from suppliers who fulfill the requirements given in the Technical Information.
The Parties have agreed to ensure maximum local content in the Product. However the Coils have to
be procured from the Company at the list price and terms given in Exhibit 5: Price for Key
Components.

e) Further, the Technology Partner has the option to procure the main bearings from the Company at
the list price, scope and terms given in Exhibit 5: Price for Key Components.

f) The Company can update the list prices given in Exhibit 5: Price for Key Components, every year in
September based on actual cost increases. The price list will be valid for Contracts placed by
Technology Partner on the Company after the following January 1st.

9. Enforcement of Technology
If either Party learns of an infringement, misappropriation or violation of the Technology by a third party,
such Party shall promptly notify the other Party.

The Company shall enforce the Technology, and shall apply the responses, methods and means it deems
necessary to do so. The Company shall be responsible for all fees and expenses of any action or
proceedings in relation to the enforcement of the Technology.

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The Company shall keep the Technology Partner timely informed of material developments in the
prosecution of such actions or proceedings, and the Technology Partner shall reasonably assist and
cooperate with the Company.

All amounts of any kind and nature recovered from any action or proceeding brought by the Company
shall be used first to reimburse the Company for its documented and actual cost of prosecution, second to
reimburse the Technology Company for is documented and actual cost for assistance and cooperation and
thirdly to cover any direct losses any of the Parties has had due to the infringement, misappropriation or
violation of the Technology by a third party. The balance, if any, will be kept by the Company.

10. Infringement, misappropriation or violation of third party rights


Each Party shall promptly notify the other Party upon becoming aware of any claim, action or proceeding
against the Technology Partner, its distributors or other customers in the Territory for infringement,
misappropriation or violation of third party patent rights or other intellectual property rights through the
use of the Technology in the making, using or selling the Product.

The Technology Partner shall control the defense of any such claim, action or proceeding and shall keep
the Company regularly advised of its strategies, plans, progress and results. The Company shall fully
cooperate with the Technology Partner in the defense of any such claim, action or proceeding.

If any third party claims that the Technology are invalid or unenforceable, the Technology Partner shall
duly consult with the Company on any action the Technology Partner proposes to take, and the Company
will have the right, at its own expense, to be represented in such claim, action or proceeding by its own
counsel.

11. Patent protection and maintenance


The Company shall be solely responsible for the preparation, filling, prosecution and maintenance of any
patents protecting the Technology in the Territory.

12. Support Fee and Royalties


a) For the initial transfer of the Technology from the Company to the Technology Partner and the
required support supplied from the Company to the Technology Partner and his sub-suppliers in
connection with designing the Product including local supply chain and preparing type certification
documentation for the Product the fees given in Exhibit 8: Costing and Deliverables will apply.
Further the Technology Partner will reimburse all direct travel and accommodation cost for the
Company, both on economy class level.

b) The Technology Partner will secure pilot projects for the Product in the Territory, and all cost
associated with this including the certification cost- will be covered by the Technology Partner. The
resulting A-Type Certificate will be in the name of the Technology Partner.

c) The Company will continue to provide technical support to the Technology Partner during the future
serial production of the Product in the form of technical support in all phases of a commercial
project, meeting with customers, development, qualification and selection of local suppliers,
production support and troubleshooting.

d) This support will be provided for a lump sum of 30.000 per sold turbine. The support fee is payable
upon EXW delivery of the Generator for each sold turbine, and shall be paid regardless of the level of

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support provided by the Company.

e) The Technology Partner will cover all travel cost and accommodation for the Company for travels
requested by the Technology Partner. Travel requested or initiated by the Company will be covered
by the Company.

f) Outside the above, there will no further royalties or fees to be paid. For all juridical meanings the
Support Fee constitutes Royalty.

13. Loyalty
a. Unless otherwise agreed in writing between the Parties, The Technology Partner shall not, directly or
indirectly, market, sell or promote the sale of, or otherwise commercially deal in or with, any
Products using competitive technology to the Companys, Technology, for the Term and for a period
of two (2) year after voluntary termination of the Agreement by the Technology Partner or
termination by the Company pursuant to Articles 16 (a) and 16 (b). The Technology Partner will be Commented [SHP1]: Henviser til Term and Termination
liable to pay to the Company a fixed penalty of EUR 200,000 for each established breach of this non-
compete obligation in this clause. Payment of the penalty does not prevent the Company from
claiming damages if such damages exceed the penalty.

b. Either Party will respect all Intellectual Property Rights of the other Party, and will not in any way
seek to breach, circumvent or ignore the other Partys Intellectual Property Rights. Further the
Technology Partner will in no way seek to develop competitive solutions, as long as this Agreement is
effective and 2 years after that. Each Party will do his utmost to ensure that his cooperation partners
and sub suppliers adhere to similar obligations in respect of non-infringement and protection of the
other Partys intellectual property Rights.

c. Both Parties warrant that they have disclosed all affiliations or otherwise financial dependencies on
any wind turbine generator manufacturer or generator manufacturers prior to signing this
Agreement.

d. Both Parties warrant that they conduct their businesses in accordance with The UN Global Compact's
ten principles in the areas of human rights, labor, the environment and anti-corruption.

e. All brochures, literature, web pages etc. prepared by one Party containing references, links,
literature or other information related to the other Party, shall be approved by the other Party prior
to publishing.

14. Global Co-Operation


a) The Company intends to appoint other technology partners covering other territories based on
agreements similar in wording and nature to this Agreement. The Company will coordinate the
global effort of all appointed technology partners, and will duly inform the Technology Partner of
each new appointment.

b) The Technology Partner accepts that the Technology is used by other technology partners in other
territories.

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c) The Technology Partner will allow the Company and other technology partners access to the supply
chain developed for the Product, and will in the same way have access to the supply chain developed
in other territories.

d) The Company will ensure that the Cyclos brand and product is marketed globally supporting the
marketing effort of the Technology Partner in the Territory.

e) The Company will ensure sharing of experience cross the territories and among the appointed
technology partners covering, but not limited to, references, customer feedback, market
information, competitor information, cases studies, developments and ideas. Further the Company
will arrange technical events allowing the technology partners to share experiences directly and get
updated on developments.

f) The Company will oversee conflict resolution between the different technology partner regarding
territorial and marketing issues. The Companys ruling in such matters will be final for all involved
technology partners.

15. Confidentiality
a. Any Confidential Information disclosed in tangible form shall be marked as CONFIDENTIAL or
PROPRIETARY or by a similar legend by the disclosing Party prior to disclosure. Any Confidential
Information disclosed orally or visually shall be identified as such prior to, concurrent with or
following disclosure and summarized in writing by the disclosing Party within thirty (30) calendar
days of the disclosure.

Confidential Information shall not include information which:

i. Is in or comes into the public domain without breach of this Agreement by the receiving
Party;

ii. Was in the possession of the receiving Party prior to receipt form the disclosing Party and was
not acquired by the receiving Party from the disclosing Party under an obligation of
confidentiality or non-use;

iii. Is acquired by the receiving Party from a third party not under an obligation of confidentiality
or non-use to the disclosing Party; or

iv. Is independently developed by the receiving Party without use of any Confidential
Information of the disclosing party.

b. Unless otherwise agreed to in advance, in writing, by the disclosing Party or except as expressly
permitted by this Agreement, the receiving Party will not, except as required by law or court order,
use Confidential Information of the disclosing Party or disclose it to any third party for the Term and
for a period of three (3) years thereafter.

The receiving Party may disclose Confidential Information of the disclosing Party only to those of his
employees or contractors who need to know such information. In addition, prior to any disclosure of
such Confidential Information to any such employee or contractor, such employee or contractor shall
be made aware of the confidential nature of the Confidential Information and shall execute, or shall

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already be bound by, a non-disclosure agreement containing terms and conditions consistent with
the terms and conditions of this Agreement.

In any event, the receiving Party shall be responsible for any breach of the terms and conditions of
this Agreement by any of its employees or contractors. The receiving Party shall use the same
degree of care to avoid disclosure of the disclosing Partys Confidential Information as the receiving
Party employees with respect to its own Confidential Information of like importance, but not less
than a reasonable degree of care.

c. Upon the termination or expiration of this Agreement for any reason, or upon the disclosing Partys
earlier request, the receiving Party will deliver to the disclosing Party of all of the disclosing Partys
property or Confidential Information in tangible form that the receiving Party may have in its
possession or control. The receiving Party may retain one copy of the Confidential Information in its
legal files.

d. Each of the Company and the Technology Partner agree not to disclose the existence or contents of
this Agreement to any thirds party without the prior written consent of the other Party except:

i. To its advisors, attorneys or auditors, who have a need to know such information;

ii. As required by law or court order;

iii. As required in connection the reorganization of a Party, or its merger into any other
corporation, or the sale by a Party, of all or substantially all of its properties or assets or

iv. As may be required in connection with the enforcement of this Agreement.

v. To any sub-contractors, who has signed a Non-Disclosure Agreement with the disclosing Party
enforcing the above confidentiality.

vi. As part of a due diligence process.

16. Terms of Termination

a) This Agreement shall commence on the Effective Date and shall, unless earlier terminated pursuant to
this clause, continue for a term of 120 calendar months following the Effective Date (the Initial Term).
Upon expiration of the Initial Term and each Renewal Term thereafter, this Agreement will be
automatically renewed for additional twenty-four (24) calendar months (the Renewal Term) unless
terminated by either Party upon twelve (12) calendar months written notice to the other Party prior to
the expiration of the Initial Term or the Renewal Term.

b) This Agreement may be terminated by either Party by giving twenty (20) calendar days written notice
of such termination to the other Party in the event of a material breach by the other Party. Material
Breach shall include:

i) Any violation of the terms of Articles 6, 13 (a) and 15; Commented [SHP2]: Henviser til trademarks, loyalty og
confidentiality

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ii) Any other breach that a Party has failed to cure within twenty (20) calendar days after receipt of
written notice by the other Party;

iii) Any activity or assistance by a Party of challenging the validity or ownership of the Trademarks or
any other intellectual property rights of the other Party;

iv) The Technology Partners failure to manufacture the Products in strict accordance with the
provided work Technical Information;

v) An act of gross negligence or willful misconduct of a Party or

vi) The insolvency, liquidation or bankruptcy of a Party.

c) Upon termination of this Agreement, the Technology Partner shall cease all marketing and promotion
of, and the solicitation of purchase orders for, the Products, and promptly return to the Company all
Technical Information or other similar materials or effects which the Company may have furnished to
the Technology Partner in connection with its activities hereunder. Upon any termination of this
Agreement, neither Party shall be liable to the other Party for loss of investments, advertising or
promotional cost or like expenses.

17. Warranties

a) The Company guarantees that (i) the Technology is integrally of his ownership, that (ii) he is not
aware of the existence of any law suits, claims, demands or other type of litigation, judicial or extra-
judicial, regarding the ownership of or which in any way could affect the ownership of the
Technology hereby, and that (iii) he has not granted prior to the signing of this Agreement, nor does
an commitment exist to grant, licenses the contents and scope of which conflict, in all or in part with
that granted hereby.

b) The Company warrants the technology can be certified by a relevant certifying body for application
in the Product in the Territory. In case of failure of obtaining a certification of a Product due to no
fault of the Technology Partner, the Company will reimburse the Technology Partner 50% of all
direct certification cost paid to the certifying body by the Technology Partner for the specific
Product.

c) Subject to the terms and conditions of this Agreement, the full certification of the Product by a
certifying body, the approval of the final certification documentation by the Company prior to
submittal to the Certifying Body and manufacture in strict accordance with the certified specification
and processes, The Company warrants the performance of the Technology as per specified in Exhibit
6: Mechanical and Performance Guarantees.

18. Limit of Liabilities


Except for violations of 6, 13 (a) or 15 respectively, neither party shall be liable to the other Party for any Commented [SHP3]: Henviser til trade marks, loyalty og
special, incidental, consequential, indirect or punitive damages (including loss of anticipated profits arising confidentiality

in any way out of this Agreement, however caused and on theory of liability).

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19. Independent Contractors
It is understood that both Parties hereto are independent contractors and engage in the operation of their
own respective business. Neither Party hereto is to be considered the employee of the other Party for
any purpose whatsoever, nor does neither Party have any authority to enter into any contracts or assume
any obligation for the other Party.

Each Party shall be fully responsible for its own employees, servant and service providers, and the
employees, servants and service providers of one Party shall not be deemed to be employees, servant and
service providers of the other Party for any purpose whatsoever.

20. Assignment
Neither Party may without written approval of the other assign this Agreement or transfer its interest or
any part thereof under this Agreement to any thirds party except that a Party may assign its rights or
obligations to a thirds party in connection with the merger, reorganization or acquisition of stock or assets
affection all or substantially all of the properties or assets of the assigning Party.

21. Governing Law


a) As for any disputes brought on by the Technology Partner towards the Company, the validity and
interpretation of this Agreement is governed by Estonian law.

b) As for any disputes brought on by the Company towards the Technology Partner, the validity and
interpretation of this Agreement is governed by Country law.

c) Any dispute between the Parties will be settled by arbitration at The London Court of International
Arbitration in London in accordance with the Rules of Arbitration Procedure adopted by them and in
force at the time when such proceedings are commenced. The arbitral tribunal will consist of 1
arbitrator. The language to be used in the arbitral proceedings will be English.

22. Waiver
No waiver by a Party of a failure of any other Party to perform any provision of this Agreement shall
operate or be construed as a waiver in respect of any other or further failure whether of a similar or
different character.

Should any provision of this Agreement be or become legally invalid, that shall not affect the validity of
the remainder of the agreement. The Parties shall replace any such invalid provision with a valid provision
which most nearly conforms to the original intent.

23. Force Majeure


Either Party shall be excused from any delay or failure in performance required hereunder if caused by
reason of any occurrence or contingency beyond is reasonable control, including, but not limited to, acts
of God, acts of war, fire, insurrection, strikes, lock-outs or to other serious labor disputes, riots,
earthquakes, floods, explosions or other acts of nature.

The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time
period equal to the period of such excusable interruption. When such events have abated, the Parties
respective obligation hereunder shall resume.

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In the event the interruption of the excused Partys obligations continues for a period in excess of three
(3) calendar months, either Party shall have the right to terminate this Agreement upon twenty (20) days
written notice to the other Party.

24. General Terms


This Agreement constitutes the entire Agreement of the Parties on the subject hereof and supersedes all
prior understandings and instruments on such subject. In the event of any discrepancy between the
provisions of this Agreement and the provisions of any Exhibits to this Agreement, the terms and
conditions of this Agreement shall prevail. This Agreement may not be modified other than by written
instruments executed by duly authorized representatives of the Parties.

25. Survival of Provisions


The following provisions of this Agreement shall survive the termination of this Agreement: Articles 13,
15, 18 and 25, and all other provisions of this Agreement that by their nature extend beyond the Commented [SHP4]: Henviser til loyalty, confidentiality, limit
termination of this Agreement. of liability og survival of provisions.

26. Signatures
In witness whereof, and intending to be legally bound, the Parties have duly executed this Agreement by
their Authorized representatives as of the date first written above.

Signed for and on behalf of Signed for and on behalf of

GOLIATH Wind O Technology Partner

By: By:

Sren Horn Petersen Name


Chief Executive Officer Title

Lars Mach Name


Chief Commercial Officer Title

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Exhibit 1: Territory

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Exhibit 2: Technology

The Technology covers:

The Cyclos drive train design for all sizes and types given in the Product Range, and any other size
Company may decide to design including all type certifications.
The basic wind turbine generator design for all turbines sizes given in the Product Range and any
other size Company may decide to design including all C-level Design Assessments.
The following patents:

o United Kingdom GB0113700A0


o Spain ES2244767T3
o Denmark DK1393426T3
o Germany DE60204878T2
o USA US20040150272A1 10477530
o Canada CA2448450AA
o India 01940/DELNP/2003
o China CN1539191A 02815386

Any future patents applications related to the Cyclos


Any proprietary solutions developed by the Company.
All Improvements.
All Technical Information provided by the Company.
All Know-how of the Company

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Exhibit 3: Product Range

Turbine 1.0 MW 1.5 MW 3 MW 3 MW 5 MW 7 MW


Platform on-shore on-shore on-shore off-shore off-shore off-shore

Cyclos 10m 12m 16m 16m 19m 23m


Diameter

Cyclos 10/1 12/1,5 16/3 16/3 OS 19/5 OS 23/7 OS


Designation

Class 1 rotor NA NA NA 100m 120m 160m


diameter
(max)

Class 2 rotor 55 85m 112m 105m 130m 170m


diameter
(max)

Class 3 rotor 60 100m 120m NA NA NA


diameter
(max)

The Company can modify the sizes and capacities matching market and Technology Partner requirements.

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Exhibit 4: Initial Transfer Plan

General Plan

Assumed Time line

Milestone Date Months from


Start
Signing of Agreement Date 0
Turbine Configuration Date 2
Localization of Supply Chain for turbine and Cyclos Date 4
Level C Design Assessment Date 6
Prototype Installed Date 16
Level A Turbine Type certification Date 18

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Exhibit 5: Price List for Key Components

Cyclos size Coils (set) Upwind bearing Downwind bearing


10/1 TBD TBD TBD
12/1,5 TBD TBD TBD
16/3 125.000 39,600 64,400
16/3 OS TBD TBD TBD
19/5 OS TBD TBD TBD
23/7 OS TBD TBD TBD

All prices are for delivery FCA Technology Partners factory, excluding VAT, import duties and other relevant
local taxes. Goliath Wind standard terms and conditions will apply. Scope as per relevant BOM.

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Exhibit 6: Mechanical and performance guarantees

1.0 Application of Warranties

The warranty conditions given in this document apply for all Products manufactured by the Technology
Company based on the Technology under this Agreement.

2.0 Warranty Period

The warranty period will be two years from the customer signing a take-over certificate after commissioning,
trial run and take-over inspection of the Products and will start at the date of the customer signature of the
take-over certificate, however no longer than 2 months from end of accepted trial run or 12 months from EXW
delivery of the Product, whichever comes first.

3.0 Availability Warranty

Subject to the Technology Partners strict adherence to the Technical Information Company warrants that the
Availability of the Product will be 95% in the Warranty Period.

The Availability will be calculated as follows:

()
100 %

() 8700 2

If the Product fails to meet the Availability Warranty, the Warranty Period for the Availability warranty will be
prolonged till the Availability has reached 95% in average for the Wind Turbine Generator(s) for 6 consecutive
months.

4.0 Performance Warranty

The Company warrants the Power Curve of Product in the Warranty Period.

Unless otherwise separately agreed, the measurement of the Power Curve is not included in the services
performed by Company, but is optional for the Technology Partner. If the Technology Partner decides to
measure the power output of the Product with the purpose of verifying the Power Curve, such measurement
shall be performed on the behalf of the Technology Partner and paid for by the Technology Partner. The
measurement shall be performed by an independent and mutually agreed company and in strict accordance
with the latest version of IEC 61400-12 standard and the MEASNET recommendations.

Minimum 5 points evenly distributed between wind speeds of 5 m/s and 15 m/s on the Power Curve shall be
measured.

If the measurement(s) determines that the average of the measured points is a least 95% of the production
according to the provided power curve (or 100% less uncertainty, whichever is lowest), then the Power Curve
has been verified once and for all, and Company has no further liability under the Performance Warranty.

If the measurement determines that the Power Curve cannot be verified, Company is allowed a 90 day period
to remedy and re-measure, counted from the date of receipt of notice from the Technology Company. If at any
time prior to the expiry of this 90 day period, measurements verify the Power Curve, then the Power Curve has

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been verified or shall be deemed verified, and Compnay has no further liability under this Performance
Warranty.

Any cost or expense related to the remedy and re-measurement shall be on the account of the Company,
unless it is proven that the results of the measurements performed on the behalf of the Technology Partner
was incorrect.

5.0 Design Warranty

The Company Warrants that the Technology is free of any design defects; that calculations and design works
are done in conformation with relevant industry standards at the time of design and that chosen materials will
be suitable for the Products.

For any Product, this warranty is valid in 25 years from receipt of the initial certification of the Product.

The Warranty is limited to EUR 5.000.000,00 per incident and EUR 10.000.000 in total.

6.0 Limit of Warranties

The Warranties given in this document for the Product are exclusive and in lieu of all warranties, expressed or
implied, of performance, merchantability, fitness for purpose or otherwise. There are no other Warranties,
agreements or understandings which extend beyond those set forth in this document. No other Warranty, oral
or written, which might have been given by an employee, agent or representative of Supplier, is authorized by
the Company.

The Company shall not be held liable under the warranties given in this document due to the following:

1. Alterations or repairs carried out without the Companys written approval.

2. Use of materials, layouts, designs or specifications supplied or stipulated by the other than the
Company.

3. Insufficient maintenance.

4. Consequences of failure of given due notice of defects or consequences of failure to follow The
Company instructions for immediate preventive actions in case of failures.

5. Physical influences outside the Company control such as transport damage, handling damage,
assembly damage, lightning strokes and similar.

6. Ambient, site and grid conditions, such as temperature, wind, topography or other circumstances
deviating from the limits, requirements or design assumptions in the Technical Information.

7. Force Majeure meaning all circumstances beyond the control of the Company including, but not
limited to:

a. War and other hostilities, rebellion, sabotage, invasion, act of foreign enemies,
mobilization, requisition, malicious persons acting on behalf of or in connection with any
political origination or course, terrorism, confiscation or embargo, road restrictions.

b. Any hazardous properties of any explosive nuclear assembly or nuclear components


thereof, hazardous material, pollution not caused by Supplier.

c. Mutiny, riot, civil commotion or disorder, strikes, lock-outs or other industrial disputes,
except where solely restricted to Supplier or its sub-contractors or suppliers.

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d. Acts of God, landslides, floods, fires, lightning, induction caused by lightning,
earthquakes, subsidence, storms, hurricanes, explosions, marine disasters, tsunami,
typhoon or any other extraordinary operation of the forces of nature.

e. Pressure waves caused by aircraft or other aerial devised travel at sonic or supersonic
speeds.

f. Laws, regulations, acts or omissions of government or governmental or public authorities


or representatives thereof.

7.0 Notices of Defects

The Technology Partner shall immediately notify the Company in writing as soon as the Technology Partner has
ascertained a defect. A notice shall only be regarded as having been made in due time if it contains a
description of the defect including the reason for being a warrantable defect and has been received by the
Company within the Warranty Period.

Upon receipt of a notice from the Technology Partner, the Company will arrange for necessary remedy under
the relevant warranty without any unnecessary delay.

If the Technology Partner has given such notice of defects in due time, and the Company can establish that the
defect in question is not covered by any of the warranties given in this document, then the Company shall be
entitled for remuneration for any work carried out and any cost incurred by the Company in connection with
such notice.

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Exhibit 7: Costing and Deliverables

For the first Product to be developed:

Milestone Deliverable Value


Signing of Agreement Agreement signed by both 50.000
parties

Turbine Configuration Data Sheet Agreed 50.000

Localization of Supply Chain for turbine and Cyclos Turbine cost established 100.000

Level C Design Assessment Assessment received from 100.000


Certifying body

Prototype Installed Turbine functional test 150.000


concluded

Level A Turbine Type certification Certification received from 150.000


Certifying body

For the subsequent Products (within the Product Range) to be developed

Milestone Deliverable Value


Turbine Configuration Data Sheet Agreed 50.000

Localization of Supply Chain for turbine and Cyclos Turbine cost established 50.000

Level C Design Assessment Assessment received from 100.000


Certifying body

Prototype Installed Turbine functional test 150.000


concluded

Level A Turbine Type certification Certification received from 150.000


Certifying body

The Company can invoice the Milestone payment upon successful delivery of the deliverable, and the
Technology Partner shall pay the invoice within 14 calendar days from date of invoice.

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Exhibit 8: Turbine data sheet

Turbine 3.0 - Class IIA

PERFORMANCE DATA Power Curve

Rated Power 3 MW
Wind Class IEC IIA Power Curve for Turbine 3.0 - Class IIA
Air Density: 1,2 kg/m3 - Turbulence Intensity: 10%
Frequency 50 Hz
3500
Cut-in-wind Speed 3 m/s
Rated Power at 10,5 m/s 3000
Cut-Out Wind Speed 22 m/s
2500
Re-Cut in Wind Speed 20 m/s
Operating Temperature -30 to +40 C 2000
kW

Survival Temperature -40 to +50 C 1500


Design Lifetime 25 Years
1000
ROTOR 500

0
Type Upwind
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Rotor Diameter 112m Wind speed - m/s
Swept Area 9847m2
Rated Rotor Speed 13 rpm
Rated Tip Speed 76,20 m/s
Blade number 3 SIMPLY EFFECTIVE: LOWEST COST OF ENERGY
Blade Type Globlade 3 LM 54,8
Blade Lenght 54,8m Maintainable: Designed for optimal operation through elimination
Blade BCD 2300mm of high maintenance components; easy and safe access;
Blade Bolts 96 x M36 one-crew-does-all philosophy, in-situ replacement of all parts
Power Regulation Full blade pitch (Electric) and smart inspection of all critical items.
Main Brake Individual blade pitching
Modular: Simplified modular design minimizes turbine,
Yaw System transportation and installation cost, and enables costeffective and
local supply chains.
Type Combined bearing & brake system
Bearing Modular Plain bearing
Brakes Hydraulic Performs: High Generator effi ciency and best-in-class components
result in world class turbine effi ciency and reliability.
Tower
Built-to-last: Designed for a minimum 25-year fatigue life
Type Lattice. Architecual foils as option in cold climate, with low cost options to prolong effective
Maintenance Service lift operating life. Modularity ensures extensive redundancy and
Hub Height 100 or 120m hence strong resilience towards individual component failure.
Icing

Detecting Ultrasonic
De-Icing, blades Active Cleaning
De-icing, generator Coil Heated, current during
stand still
Control System

Type PC based open automation

DRIVE TRAIN

Power conversion Direct Drive - Gearless


Generator Goliath Cyclos modular permanent
magnet slottless ringgenerator
Diameter of generator 16m
Voltage 690V
Efficiency 93,5%
Number of phases 12
Cooling Passively air-cooled
Grid Connection Full converter system with 4
individual modules
Coils In-situ replaceable by two men crew
Windings Aluminium, fully encapsulated
Poles In-situ replaceable by two men crew
Magnets Neodymium, fully encapsulated
Upwind bearing Timken 1580
Downwind bearing Timken 1920
Parking brake Electro-mechanic
Maintenance Brake Automatic electro mechanic

This data sheet is preliminary and can be modified prior to the level C design assessment.

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