Test Agreement
Exh.
99.2
September
27, 2005
This
agreement (“Agreement”) is entered into between SulphCo, Inc. (“SulphCo”) whose
primary business address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇,
and Total France (“TF”), whose primary business address is 24, Cours Michelet
92800 Puteaux also referred to in this Agreement singularly as “Party” and
plural as “Parties”.
WHEREAS,
SulphCo has developed and owns proprietary and patented SonocrackingTM
Technology (“Technology”) that substantially upgrades crude oil through
increasing the gravity and reducing both the sulfur and nitrogen content
through
the use of ultrasound. The Technology can be applied to both upstream and
downstream crude oil processes and may further be applicable to other
petrochemical and chemical compounds.
WHEREAS,
TF belongs to the refining branch of the Total Group of companies
(“Total”).
WHEREAS,
the Parties have previously entered into a Secrecy/Non-Disclosure Agreement
(“Confidentiality Agreement”) dated June 16th
2005,
TF’s ref. number A05-091.
WHEREAS,
the Parties wish to determine the technical benefits of the Technology
on crude
oil currently owned or processed by Total in order to determine the technical
viability of the Technology to Total’s upstream and downstream petroleum related
assets.
Now,
therefore, under the terms and conditions set forth below, the Parties
agree as
follows:
1.
TERM.
The
parties shall cooperate for the purpose of pilot plant testing in SulphCo’s
facilities of several feedstocks provided by TF. The testing period and
term of
this Agreement shall begin on the above date and extend until such period
as is
necessary to obtain the last main data and results (“Tests”) by TF, and at the
latest on April 30, 2006, which deadline may be extended by mutual written
agreement between the Parties.
2.
RESPONSIBILITIES OF THE PARTIES.
During
the Term of this Agreement, TF at its cost shall:
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Select
and ship to SulphCo two barrels each of up to four crude oils
from Total
refineries for evaluation of treatment with the
Technology.
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Perform
a full crude evaluation program on the base crude oils selected
for
evaluation.
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Provide
sample containers in the appropriate size, quantity and specification
for
shipment of treated crude oils from SulphCo to
TF.
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Send
up to four representatives to SulphCo to witness the treatment
of crude
oils with the Technology.
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Perform
a full Crude Evaluation on the treated crude
oils.
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Share
main data and results (“Tests”) with SulphCo within 5 business days of
generating such data and results. Such written analytical test
reports
shall be drafted in English.
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During
the Term of this Agreement, SulphCo at its cost shall:
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·
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Receive,
label and store the crude oils shipped from Total’s Port ▇▇▇▇▇▇, Texas
refinery.
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Perform
sulfur content, water content, gravity and viscosity tests on
each barrel
of base crude oil.
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Treat
the crude oils with the Technology in the presence of the Total
representatives.
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Perform
sulfur content, water content, gravity and viscosity tests on
the treated
crude oils.
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Fill,
label and ship the sample containers exclusively containing such
crude
oils as sent by TF and as treated by SulphCo with the Technology
only.
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Share
main data and results with TF within 5 business days of generating
such
data and results.
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3.
LIMITED EXCLUSIVITY.
In
exchange for good and valuable data generated at its costs as a result
of this
Agreement, during the Term of this Agreement TF requests and SulphCo hereby
agrees not to engage in business discussions with other parties interested
in
the Technology in the countries of France, Belgium, Italy and Spain. During
the
heretofore mentioned testing period, SulphCo undertakes to enable TF to
cooperate with SulphCo in the rest of Europe.
4.
FUTURE AGREEMENTS.
Both
Parties agree that based on verification of financial and technical viability
of
the Technology to Total’s upstream or downstream petroleum assets, the
determination of which shall be made solely by TF, both Parties will eventually
negotiate in good faith to enter into a cooperation agreement and/or a
commercial license agreement prior to the expiration date of this Agreement.
TF
needs to know the operating costs of the technology.
5.
REPORTING.
Both
Parties acknowledge that the other Party is a publicly traded company and
therefore subject to individual rules of disclosure regarding this Agreement.
6.
ENTIRE AGREEMENT.
Nothing
in this Agreement is meant to transfer ownership, rights or assets of either
Party or Technology to the other. The Confidentiality Agreement between
the
parties shall remain in full effect other than with regards to Section
5 of this
Agreement. SulphCo shall use the feedstocks communicated by TF for the
tests
under this Agreement only and shall not disclose any information on the
composition of same, as well as the results obtained therefrom, without
TF’s
prior formal approval.
7.
APPLICABLE LAWS & SETTLEMENT OF DIFFERENCES.
This
Agreement shall be governed and construed under the laws of England. In
the
event of differences in the interpretation or performance of this Agreement,
the
Parties shall try to resolve in good faith any such differences. All disputes
arising out of or in connection or in relation with this agreement shall
be
finally settled by arbitration under the Rules of arbitration of the
International Chamber of Commerce by three arbitrators appointed in accordance
with said Rules. The arbitration shall take place in London (England),
and the
language to be used in the arbitral proceedings shall be English. TF
and
SulphCo may at any time request from any competent judicial authority any
interim or conservatory measure. TF and SulphCo undertake to keep strictly
confidential the contents of the arbitral proceedings.
Agreed
to
on the date above, in Puteaux, France:
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By
SulphCo:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
10/10/2005
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
President
and Chief Operating Officer
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By
Total France:
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
05/10/2005
▇▇. ▇▇▇▇▇▇▇ Alexandre
Vice President Research and
Development
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