AMENDED SERVICE AGREEMENT
Exhibit
10.1
AMENDED
SERVICE AGREEMENT
THIS
AGREEMENT is to have effect and
is dated for reference the 1st day of May 2009
BETWEEN:
Syntec
Biofuel Inc. ('Syntec')
AND:
Syntec
Biofuel Technologies Inc ('SBT')
AND
Syntec Biofuel Research Inc.,
(
“SBRI”)
WHEREAS:
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Syntec
and SBRI entered into a Service Contract on the 1st November 2007 (the
'Agreement'), Annexure “A”, whereby SBRI was to provide certain services
including the ongoing research and development of the Syntec
catalysts.
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Syntec
has incorporated SBT as a wholly owned subsidiary which acts as the go
between Syntec and SBRI for the funding of the
Services.
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The
parties wish to amend the Agreement
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NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and of the covenants
hereinafter contained, the parties hereto have agreed as follows:
The
Agreement is hereby amended by substituting in paragraph 4.1, 4.2 and 4.3 'SBT' in place of
'Syntec' .
Other
than the aforementioned substitution all terms and conditions and text of the
Agreement shall remain in full force and effect.
THIS AGREEMENT shall endure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and permitted
assignees.
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SIGNED,
SEALED AND DELIVERED
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Authorized
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SIGNED,
SEALED AND DELIVERED
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/s/
Xxxxxxx Xxxxxxx
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Authorized
Signatory
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Syntec
Biofuel Technologies Inc.
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SIGNED,
SEALED AND DELIVERED
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/s/Xxxxx
Xxxx
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Authorized
Signatory
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Syntec
Biofuel Research Inc
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Annexure
A
THIS
AGREEMENT is to have effect and
is dated for reference on the 1st day of November
2007.
BETWEEN:
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(hereinafter
called “Syntec”)
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OF
THE FIRST PART
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AND:
Syntec Biofuel Research
Inc.,
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(hereinafter
called “SBRI”)
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OF
THE SECOND
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PART
WHEREAS:
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1.
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Syntec
wishes to contract Syntec Biofuel Research Inc. to provide certain
services including the ongoing research and development of the Syntec
catalysts.
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2.
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SBRI
has indicated its willingness to undertake the duties and responsibilities
pertaining to the development of the Syntec catalysts on the terms set out
herein.
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3.
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The
parties have agreed that the terms and conditions of such appointment will
be as hereinafter set forth.
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NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and of the covenants
hereinafter contained, the parties hereto have agreed as follows:
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1.
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ACCEPTANCE
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2.1
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SBRI
hereby agrees to carry out its duties to Syntec under the terms and
conditions set out in this
Agreement.
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2.
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TERM
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Subject
to the provisions hereinafter contained, the term of the appointment shall be
for an initial term of 2 years commencing on the date hereof, and automatically
renewing for another 1 year term unless terminated in writing at least 60 days
prior to the end of the term.
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3.
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DUTIES AND
RESPONSIBILITIES
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3.1
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SBRI
will provide the following
services;
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3.1.1
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Provide
a laboratory environment and the day to day management of the
laboratory.
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3.1.2
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Provide
security of tenancy.
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3.1.3
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Continue
developing catalysts that are capable of converting biomass into
ethanol.
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3.1.4
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Set
the procedure for catalyst testing.
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3.1.5
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SBRI
will be responsible to secure and screen all new employees who will sign
confidentiality and waiver agreements in favor of
Syntec.
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3.1.6
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Apply
for Government funding and
SR&ED.
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3.1.7
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Apply
for Patents on new intellectual property (“I.P.”) being developed by
SBRI. Syntec shall assign all right, title and interest in and
to the I.P. to Syntec.
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3.1.8
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Pay
all expenses as they become due and
payable.
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3.1.9
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Provide
safety features in the laboratory.
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3.2
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Syntec
will have the obligation, duties, authority, responsibility and power to
negotiate contracts with other persons, firms, corporations or financial
institutions in connection with arranging and securing of products,
contracts or services for operating Syntec’s
business.
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3.3
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In
conducting duties under this agreement, SBRI will report to Syntec and
will act consistently with their directives and
policies.
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3.4
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.a. SBRI
acknowledges that all the Intellectual Property pertaining to the Syntec
catalysts, all equipment, fixtures, fittings and furniture(the
'Assets') in the SBRI laboratory is the property of Syntec and
that SBRI is purely using the I.P. and equipment to provide the services
outlined in this Agreement and that SBRI will take good care of the
equipment and perform their operational duties in a sound and businesslike
manner.
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b. SBRI
will return all Assets on termination of this Agreement in good order subject
only to normal wear and tear.
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4.
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REMUNERATION
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4.1
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SBRI
will provide Syntec with a budget for on-going expenses and Syntec shall
pay all expenses plus an overhead fee of 5% of the gross
expenses. SBRI will provide monthly expense statements to
Syntec. Any expenses in excess of 10% of the budgeted costs will
require Syntec's approval
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4.2
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All
SR&ED refunds (less a 10% processing fee) shall be credited back to
Syntec.
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4.3
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Syntec
will pay for all new equipment required by SBRI to carry out its duties
subject to Syntec agreeing to the
purchase.
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5.
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NOTICE
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Any
notice to be given under this agreement will be in writing and will be deemed to
have been given if delivered to, or sent by prepaid registered post addressed
to, the respective addresses of the parties appearing on the first page of this
agreement (or to such other address as one party provides to the other in notice
given according to this paragraph). Where a notice is given by registered post,
it shall be conclusively deemed to be given and received on the 10th day
after its deposit in Canada Post Office at any place in Canada.
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6.
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CONFIDENTIAL
INFORMATION
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The
parties hereto acknowledge and agree that SBRI by virtue of the contract with
Syntec will have access to confidential and secret information and therefore
SBRI agrees that during the term of this agreement and on termination or expire
of the same, for any reason whatsoever, it will not divulge or utilize to the
detriment of Syntec any so such confidential or secret information so obtained
and shall transfer to Syntec all I.P. that SBRI has developed on behalf of
Syntec.
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7.
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TERMINATION OF
AGREEMENT
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9.1
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Termination
of this agreement may be instituted when cause is
present. Cause shall mean failure of SBRI to perform their
duties to Syntec in a manner consistent with their responsibilities or if
SBRI is in breach of any of the other material provisions of this
agreement.
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8.
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ARBITRATION
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Any
controversy or claim arising out of or relating to this agreement or any breach
of this agreement will be finally settled by arbitration in accordance with the
provisions of the Commercial Arbitration Act (British Columbia).
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9.
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MISCELLANEOUS
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11.1
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This
agreement will be construed under and governed by the laws of British
Columbia, Canada.
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11.2
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This
agreement may not be amended or otherwise modified except by an instrument
in writing signed by the parties
hereto
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11.3
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This
agreement represents the entire agreement between the parties and
supersedes any and all prior agreements and understandings, whether
written or oral, between the
parties.
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11.4
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The
titles of heading of the respective paragraphs of this agreement shall be
regarded as having been used for reference and convenience
only.
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11.5
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The
parties hereto hereby covenant and agree that they will execute such
further agreements, conveyances and assurances as may be requisite or
which counsel for the parties may deem necessary to effectual carry out
the intent of this agreement.
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THIS AGREEMENT shall endure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and permitted
assignees.
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SIGNED,
SEALED AND DELIVERED
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/s/
Xxxxxxx Xxxxxxx
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Authorized
Signatory
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SIGNED,
SEALED AND DELIVERED
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/s/
Xxxxx Xxxx
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Authorized
Signatory
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Syntec
Biofuel Research Inc
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