Test Agreement
EXHIBIT
10.1
July
20,
2006
This
agreement (“Agreement”) is entered into between SulphCo®,
Inc.
("SulphCo")
whose
primary business address is 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx, XXX 00000,
and SK Corporation (“SK”) whose primary business address is 00, Xxxxxx-xxxx,
Xxxxxx-xx, Xxxxx 000-000, Xxxxx. SK Corporation, 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 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,
the Parties have previously entered into a Secrecy/Non-Disclosure Agreement
(“Confidentiality Agreement”) dated July 19, 2006.
WHEREAS,
the Parties wish to determine the technical benefits of the
Technology on
crude
oil currently owned or processed by SK in order to determine the technical
viability of the Technology to SK’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 crude oil or other petroleum feedstocks provided by SK.
The tasting 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 SK,
and at the latest on December 31, 2006, which deadline may be extended by mutual
written agreement between the Parties.
2.
RESPONSIBILITIES OF THE PARTIES.
During
the Term of this Agreement, SK at its cost shall;
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·
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Select
and ship to SulphCo sufficient amounts of crude oils or other petroleum
feedstocks from SK refineries for evaluation of treatment with the
Technology. SK understands that its crude oils should have an API
degree
gravity higher than 15 and optimally between 15 and
25.
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·
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Perform
a full crude evaluation program on the base crude oils selected fro
evaluation.
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Reimburse
SulphCo for the cost of sample containers in the appropriate size,
quantity and specification for shipment of treated crude oils from
SulphCo
to SK laboratories.
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·
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Ship
treated crude oil sample containers from SulphCo to SK laboratories
for
evaluation.
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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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·
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Share
main data and results (“Tests”) with SulphCo within 3 weeks 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 or other petroleum feedstocks shipped
from
SK’s refineries.
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·
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Perform
baseline tests on each barrel of base crude
oil.
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·
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Treat
the crude oils with the Technology in the presence of the SK
representatives.
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Perform
baseline tests on the treated crude
oils.
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·
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Fill-
and, label the sample containers exclusively containing such crude
oils as
sent by SK, and as treated by SulphCo with the Technology
only.
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·
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Share
main data and results with SK within three weeks of generating such
data
and results.
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3.
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FUTURE
AGREEMENTS.
Both Parties agree that based on verification of financial and technical
viability of the Technology to SK’s upstream or downstream petroleum
assets, the determination of which shall be made solely by SK, 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.
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4.
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ENTIRE
AGREEMENT.
Nothing in this Agreement is meant to transfer ownership, rights
or assets
of either Party or Technology to the other. SulphCo shall use the
crude
oil provided by SK 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 SK’s prior formal
approval.
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Agreed
to
on the date above,
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By
SulphCo:
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By
SK:
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/S/
XXXXX X. XXXXXXXXX
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/S/
XXX X. XXXX
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Xxxxx
X. Xxxxxxxxx
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Name:
Xxx Xxxx G. Park
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President
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Title:
Vice President
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As
SulphCo KorAsia, Inc. has the exclusive marketing right in Korea, SulphCo
KorAsia also witnessed and agreed to this Test Agreement entered between SK
Corporation and SulphCo, Inc.
By
SulphCo KorAsia
/S/
SANG OK XXX
Xxxx
Ok
Xxx
President
