Unrestricted License Agreement for Recovery of Products from Oil Shale
Unrestricted
License Agreement for Recovery of Products from Oil
Shale
THIS
AGREEMENT FOR UNRESTRICTED LICENCE OF TECHNOLOGY, BUSINESS and TERRITORY
(the "Agreement") is dated the 1st day of July, 2005 (the "Effective
Date").
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BETWEEN:
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GENERAL
SYNSFUELS INTERNATIONAL, INC., a body corporate, incorporated
pursuant to the laws of the State of Nevada, with a registered office
at
#6 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
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(the
"Licensor")
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OF
THE FIRST PART
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AND:
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PETRO
PROBE, INC., a body corporate, incorporated pursuant to the laws
of the State of Nevada with a registered office at #6 –▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
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(the
"Licensee")
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OF
THE SECOND PART
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RECITALS
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A.
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Licensor
holds world-wide proprietary rights and a patent pending Technology,
construction plans, materials specifications and operational capability
for a plant to recover hydrocarbonaceous products from oil shale
in situ.
(USA Patent Application
#10/357,718).
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B.
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The
License shall include assistance in location of plant, drilling,
materials, construction of plant and operation of same via a Facility
Management Contract so as to allow the Licensee to commence commercial
operations in a turnkey manner. The Facility Management Contract
is
attached as “Exhibit A”.
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C.
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The
Licensor has maintained high standards of quality for its Technology
such
that valuable goodwill is attached to the
System.
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D.
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The
License does not include the cost of acquiring the location of plant
or
its capital cost.
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E.
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The
Licensor desires to license the Technology to the Licensee on the
terms
and conditions specified herein;
and
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F.
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The
parties have entered into this Agreement for the purpose of defining
a
relationship and agree to respective rights and obligations with
respect
to the development and operation of the
Technology.
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NOW,
THEREFORE, in consideration of the mutual covenants set forth herein;
the parties agree as follows:
I
LICENSE
OF BUSINESS
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1.1
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Grant
of License. The Licensor hereby grants to the Licensee
the unrestricted rights to use the Technology and services of the
Licensor
per the terms defined in this
Agreement.
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1.3
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Documentation. Licensor
shall execute and deliver to Licensee any and all further agreements
and
documents as may be required by Licensee to provide Licensee with
the
rights to use the Technology in accordance with the terms of this
Agreement.
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1.4
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Term. This
Agreement shall continue in full force for perpetuity
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LICENSE
FEES and ROYALTY
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2.1
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License
Fee. The Licensee shall pay to the Licensor
a license fee ("License Fee") in the amount of FIVE HUNDRED
THOUSAND (500,000) COMMON SHARES of Petro Probe, Inc and
FIVE HUNDRED THOUSAND DOLLARS ($500,000 USD), payable
under terms to be agreed upon by both parties in a separate
schedule. The schedule shall be in force and accepted by both
parties at time of signing of this
Agreement.
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2.2
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Royalty. The
Licensee shall pay to the Licensor a net revenue interest before
royalty expense of five and one-half percent (5 ½ %). This is
payable quarterly and based on audited statements produced by Licensee’s
auditors
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REPRESENTATIONS
AND WARRANTIES OF LICENSOR
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4.1
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Business
Not Previously Licensed. Licensor represents and
warrants to Licensee that it is the owner of the Technology and that
it
has not sold, licensed, assigned, encumbered, or transferred any
of the
Technology to any third party, and that such Technology will be free
of
any claims of third parties.
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4.2
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Patents
and Infringements. Licensor represents to Licensee
that Patents have been filed with respect to the Technology and any
components thereof. Further, Licensor makes no representation
or warranty to Licensee as to whether the Technology infringes or
may
infringe upon any existing or future patent or trade-▇▇▇▇ held by
any
third parties.
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4.3
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Business
Obligations. During the term of this Agreement, the
parties have agreed to costs and procedures outlined in the Facility
Management Contract (copy attached and marked “Exhibit A”). Licensor shall
provide a completed operating system for the Technology and oil shale
recovery plant in a business like manner at the cost outlined in
the
Facility Management Contract. Licensor shall at all times provide
his best
efforts and reasonable promptness to complete construction of an
operational plant according to the schedules, engineering requirements
and
time schedules in the Facility Management Contract, except in the
case of
force majeure as described under paragraph 8.10 of this
Agreement.
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REPRESENTATIONS
AND WARRANTIES OF LICENSEE
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5.1
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Authorized
to Enter Agreement. Licensee hereby represents and warrants that
it is a corporation duly organized and validly existing in good standing
under the laws of the State of Nevada and that it is duly qualified
and
authorized to enter into and perform its obligations under this
Agreement.
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2
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5.2
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Sale
or Transfer of Business Assets. Licensee hereby
represents and warrants that it will not, without the prior written
consent of Licensor, sell, transfer, or otherwise dispose of all
or any
substantial portion of its business or assets used in the production
or
sale of products utilizing the Technology except to a purchaser which
shall assume its obligations to the Licensor hereunder and which
has a
financial net worth of at least equivalent to that of
Licensee. Licensee shall give Licensor at least ninety (90)
days prior written notice of any such intended
transfer.
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5.3
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Confidentiality
of the Data. During the term of this Agreement,
Licensee shall take such steps as are reasonably required to assure
that
the Technology or any proprietary information associated with the
Data
will remain confidential and Licensee will not reveal such information
about the Technology to any third party without the written consent
of
Licensor.
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5.4
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Insurance. During
the term of this Agreement, Licensee shall at all times maintain
adequate replacement insurance for the
Technology, plant and equipment, and copy of same provided to
Licensor.
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PROTECTION
OF TECHNOLOGY AND BUSINESS
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6.1
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Initiation
of Infringement Actions. Licensee and Licensor shall
jointly institute an infringement suit(s) when discovered by either
party
and take such actions as are commercially reasonable and appropriate
to
protect the Technology whenever information is brought to Licensee's
attention indicating that any third party is unlawfully infringing
on any
future patent, trade-▇▇▇▇ or copyright related to the
Technology.
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6.2
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Defending
Against Infringement Actions. The Licensee and
Licensor shall jointly defend, any infringement suit(s) that may
be
brought after the date hereof against Licensor or Licensee on account
of
the manufacture, production, use or marketing of the Technology by
Licensee or third parties. In the event of any action for infringement
against Licensee, Licensor shall give to Licensee such information
with
respect to Technology as may be reasonably required for purposes
of
defense and which is in the possession of
Licensor.
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RELATIONSHIP
OF THE PARTIES
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7.1
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Not
a Joint Venture. Nothing in this relationship between
Licensee and Licensor under this Agreement is to be construed so
as to
constitute Licensor and Licensee as partners or joint venturers,
nor
Licensee as the employee or agent of Licensor, nor the employees
or agents
of Licensee as employees or agents of
Licensor.
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7.2
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Authority
to Create Obligations. Neither party hereto shall have
any express or implied right or authority to assume or create any
obligations on behalf of or in the name of the other party; or to
bind the
other party in regard to any other contract, agreement or undertaking
with
any third party.
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3
TERMINATION
AND DEFAULT
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7.3
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Termination
by Licensor. The Licensor may terminate this Agreement
if:
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(a)
The Licensee fails to cure any default under the Agreement within
thirty
(30) business days after Licensor has served a notice of default
on the
Licensee; or
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(b)
The Licensee or Licensee's business is declared bankrupt or judicially
determined to be insolvent; or
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(c)
All or substantially all of the assets of the Licensee, or the
Licensee's
business are assigned to or for the benefit of any creditor;
or
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(d)
The Licensee admits its inability to pay its debts as they become
due;
or
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(f)
The Licensee repeatedly engages in conduct which reflects materially
and
unfavourably upon the reputation of the Licensor;
or
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(g)
The Licensee fails to pay any License Fees to the Licensor within
thirty
(30) business days after receiving written notice that said fees
are
overdue; and
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(h)
The Licensee does not commence or continue with commercial operation
of
the Oil Shale Plant within nine (9) months after the effective
date
hereof.
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7.4
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Reversion
of Technology. Upon termination because of
default under paragraph 7.3 hereof, the Technology and any physical
plant
and equipment shall automatically revert to or be reassigned to
Licensor. Licensee shall execute any and all documents as may
be required to effect such reversion or
reassignment.
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7.3
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Rights
and Duties of Parties Upon Termination. Upon termination of this
Agreement, for any reason, all rights of the Licensee shall immediately
terminate, but the Licensee shall have the following duties which
shall
survive termination of this
Agreement:
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(a)
The
Licensee shall promptly pay to the Licensor all sums owing under the terms
of
this Agreement, including all damages, costs, expenses, and reasonable legal
fees and disbursements as incurred by the Licensor by reason of default on
the
part of the Licensee, whether or not the expenses occurred before or after
the
termination or expiration of this Agreement.
(b)
The
Licensee shall immediately cease to use the Technology, including any plant
and
equipment, and any other proprietary information of the Licensor;
and
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(c)
The
Licensee shall ensure at its own expense that all of the Technology and other
proprietary information provided by the Licensor in connection with this
Agreement, are returned to the Licensor at the earliest possible
time.
IX
GENERAL
PROVISIONS
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8.1
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Governing
Law. This Agreement is governed by and interpreted
under the laws of the State of Nevada and the laws of the United
States.
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8.2
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Waiver. Waiver
of any default or breach of this Agreement shall not be interpreted
as a
waiver of any subsequent breach.
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8.3
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Payments
and Notices. All payments and notices are to be made
to the Licensor by registered mail, or by courier at the following
addresses:
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If
to Licensor:
General
Synfuels International,
Inc.
#6
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▇▇▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇
Attention: ▇▇
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, President
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇)
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If
to Licensee:
Petro
Probe, Inc.
#6
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▇▇▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇
Attention: ▇▇.
▇▇▇▇▇ ▇.
▇▇▇▇▇, CEO
Telephone:
(▇▇▇)
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Any such notice shall be either:
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(a)
sent by certified mail, return receipt requested, in which case notice
shall be deemed delivered three (3) business days after deposit,
postage
prepaid, in the country of the
constituent;
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(b) sent
by overnight delivery using a nationally recognized overnight courier,
in
which case it shall be deemed delivered one (1) business day after
deposit
with such courier;
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(c)
sent by facsimile, in which case notice shall be deemed delivered
upon
transmission of such notice to the appropriate fax number above;
or
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(d) sent
by personal delivery. The above addresses may be changed by
written notice to the other party. Copies of notices are for
informational purposes only and a failure to give or receive copies
of any
notice shall not be deemed a failure to give
notice.
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5
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8.4
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Time
of the Essence. Time shall be of the essence of this
Agreement.
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8.5
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Amendment. This
Agreement may be amended or modified only by a document in writing,
subscribed by all the parties to this
Agreement.
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8.6
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Legal
Fees and Disbursements. If any legal action is
necessary to enforce the terms and conditions of this Agreement,
the
prevailing parties shall be entitled to recover reasonable legal
fees and
disbursements as fixed by a Court of competent
jurisdiction.
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8.7
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No
Other Licensees. The parties hereby acknowledge and
agree that the Licensor shall not grant any other unrestricted licenses
similar to the license as granted herein. Licensor is free to license
other operators with restrictions as to specific locations not located
within five hundred (five) miles of any operating plant or
confirmed potential site of
Licensee.
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8.8
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Successors
and Assigns. This Agreement shall endure to the
benefit of, and be binding upon, the parties hereto and their permissible
heirs, successors, representatives, assigns and
transferees.
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8.9
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Entire
Agreement. This Agreement contains the entire
agreement of the parties relating to the license granted hereby and
the
use by the Licensee of the Technology, save and except for the terms
and
conditions contained in the Business Agreement as executed between
the
parties hereto as of the date
hereof.
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8.10
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Force
Majeure. In the event that either party hereto is
delayed or hindered in the performance of any act required herein
by
reason of strike, lock-outs, labour troubles, failure of power,
restrictive governmental laws or regulations, riots, insurrection,
war or
other reasons of a like nature not the fault of such party, then
performance of such act shall be excused for the period of the delay
and
the period for performance of any such act shall be extended for
a period
equivalent to the period of such delay, up to a maximum
of twelve (12) months. The provisions of this paragraph shall
not operate to excuse Licensee from the prompt payment of any fee
or other
payment due the Licensor pursuant to the provisions of this Agreement
unless the fee or payment is for a non-delivered
product.
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8.11
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Severability. If
any term or provisions of this Agreement is held
invalid or unenforceable by a Court of competent jurisdiction, then
the
remainder of this Agreement shall continue in full force and
effect.
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8.12
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Exhibits
and Schedules. The Exhibits and Schedule which are
attached hereto are incorporated herein by reference to this Agreement
and
are made a part of this Agreement for all
purposes.
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8.13
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Arbitration. Any
dispute under or with respect to the subject matter of this Agreement
which cannot be resolved through negotiation shall be first submitted
to
and resolved through arbitration. Any such arbitration shall be
conducted in accordance with the Commercial Arbitration
Act.
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8.14
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Counterpart. This
Agreement may be executed in one or more counterparts, either in
original
or telecopy form, each of which shall constitute an original, and
all of
which together, shall constitute one and the same
agreement.
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IN
WITNESS TO THIS AGREEMENT the undersigned have executed this Agreement
in one or more counterparts as of the Effective Date.
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in
the presence of:
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LICENSOR:
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)
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/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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)
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GENERAL
SYNFUELS INTERNATONAL ,INC.
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NAME
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▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ “B” ,
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)
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▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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)
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Per:
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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ADDRESS
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)
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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SIGNED
AND WITNESSED
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in
the presence of:
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LICENSEE:
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)
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/s/
▇▇▇▇ Story
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PETRO
PROBE, INC.
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NAME
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇
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)
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▇▇▇▇▇▇▇▇,
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)
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Per:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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ADDRESS
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▇▇▇▇▇ ▇. ▇▇▇▇▇, CEO
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7
SCHEDULE
"A" - TECHNOLOGY
Services
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·
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Licensee
shall be responsible for all data handling, storage and
sales.
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·
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Licensee
shall maintain a bookkeeping function to show sales and payment due
to
Licensor on a monthly
basis.
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·
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Licensee
shall provide secure storage, warehousing and transport for all
product.
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Licensee
shall maintain security and integrity of
Technology.
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·
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Licensor
shall provide all necessary technical assistance in regards to Technology
operation.
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Costs
Description
of Technology
Specification
of Plant & Equipment
Exploration
Systems
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SCHEDULE
"B" – TERRITORY
Location
Licensor
provides exclusive use of the Technology for the States of Utah, Wyoming and
Colorado in the United States.
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