Exhibit 10.13
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into this the 1st
day of August 2005 between Agribiofuels, LLC, ("Agribiofuels") a Texas Limited
Liability Company and Imperial Petroleum Recovery Corporation ("IPRC"), a Nevada
Corporation, and any subsidiaries.
WITNESSETH:
WHEREAS, Agribiofuels is in the business of providing biodiesel product to
the energy industry;
WHEREAS, Agribiofuels desires to have access to the services and technology of
IPRC;
WHEREAS, IPRC has the ability to provide certain general business, financial
consultation and advice and management services to Agribiofuels in connection
with the operation of its business and to provide technology and training in
operating Microwave Separation Technology (MST) in the manufacture of biodiesel
product;
NOW, THEREFORE, in consideration of the promises and the mutual covenants of the
parties hereto and other good and valuable consideration paid and received by
each of the parties to this Agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
SECTION 1. ENGAGEMENT
Agribiofuels hereby engages IPRC as an independent contractor and
consultant to provide general business consultation and advice and management
services to Agribiofuels and its subsidiaries in connection with the operation
of their respective businesses.
SECTION 2. MANAGEMENT SERVICES
IPRC through its members and/or employees, shall provide Agribiofuels with
management services as specified in section six of the Regulations of
Agribiofuels, LLC and other management services not there listed which may be
required from time to time for the effective conduct of Agribiofuels' business.
In addition, IPRC shall recruit, retain and train all employees necessary for
the operation of Agribiofuels, LLC's biodiesel production facility.
SECTION 3. MICROWAVE SEPARATION TECHNOLOGY LICENSE AND SERVICES
IPRC hereby grants to Agribiofuels a license to use its MST technology (and
any improvements to such technology developed by Agribiofuels employees) for the
production, use and sale of biodiesel for the duration of this contract. Such
license is exclusively for the production of biodiesel and may not be used for
any other process or project. This license is not transferable. This license
expires at the same time as this contract. IPRC shall provide technical and
training services for the use of MST in Agribiofuels' biodiesel production. For
the purposes of this agreement, "MST" shall mean a microwave separation
technology unit and centrifuge, along with its associated control hardware and
software for the production of biodiesel as described in U.S. Patent #
5,914,014, # 6,077,400 and # 6,086,830.
SECTION 4. MANAGEMENT AND MST FEES
Commencing on the date hereof (the "Effective Date"), Agribiofuels shall
pay IPRC a management fee, in consideration of the services rendered by IPRC
pursuant to Section 2 above. Such fee will be due and payable on the 15th day of
each month. Once the biodiesel facility is operational, Agribiofuels will pay
IPRC the greater of a throughput fee per gallon of biodiesel produced or pay an
amount equal to ____________.
In addition, Agribiofuels agrees to use the MST in the biodiesel process.
Once an MST is deployed, the minimum parking fee per MST is $_________ per
month. Once the biodiesel facility is operational, Agribiofuels agrees to pay
IPRC per MST the greater of $________ or a throughput charge of $ ____ per
gallon of biodiesel produced.
SECTION 5. TERM OF AGREEMENT
The term of this Agreement shall be for a period of three (3) years
commencing on the Effective Date. Renewals will be made 30 days prior to the end
of the Agreement and be for a term of an additional three (3) years if agreed by
both parties.
SECTION 6. TERMINATION
IPRC may terminate this agreement if Agribiofuels fails to make any payment
due to IPRC. IPRC shall provide Agribiofuels written notice of any delinquent
payment and twenty (20) days after the date of said notice to pay the delinquent
amount.
SECTION 7. NOTICES
7.1 Manner of Notice. All notices, statements or other documents which any
party shall be required or shall desire to give to the others hereunder shall be
in writing and shall be given by the parties hereto only as follows: (a) by
personal delivery, (b) by addressing it as indicated below, and by depositing it
certified mail. Postage prepaid, in the U.S. mail, first class (airmail if the
address is outside of the country in which such notice is deposited), or (c) by
addressing it as indicated below, and by delivering it toll prepaid to a
telegraph, cable company or courier service (e.g., Federal Express).
7.2 Delivery of Notice. Addresses. If so delivered, mailed, telegraphed, cabled
or couriered, each such notice, statement or other document shall, except as
herein expressly provided, be conclusively deemed to have been given when
personally delivered, or on the third business day after the date of mailing, or
on the date of delivery to a telegraph or cable company or on the first business
day after delivery to a courier service, as the case may be. The addresses of
the parties shall be those of which the other parties actually receives written
notice pursuant to this Section 7 and until further notice are:
IPRC
0000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Agribiofuels, LLC
SECTION 8. MISCELLANEOUS
8.1 Entire Agreement; Amendments. This agreement contains all of the terms and
conditions agreed upon by the parties hereto in connection with the subject
matter hereof. This Agreement may not be amended, modified or changed except by
written instrument signed by all of the parties hereto.
8.2 Assignment; Successors. This Agreement shall not be assigned and is not
assignable by any party without the prior written consent of each of the parties
hereto; provided, however, that IPRC may assign, without the prior consent of
Agribiofuels, its rights and obligations under this Agreement to any of its
affiliates controlled by IPRC and provided further, that IPRC may assign the
right to receive any payment hereunder to any other person or entity. Subject to
the preceding sentence, this Agreement shall insure to the benefit of and be
binding upon the parties hereto and respective permitted successors and assigns.
8.3 Captions. All captions and headings are inserted for the convenience of the
parties, and shall not be used in any way to modify, limit, construe or
otherwise affect this Agreement.
8.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal domestic laws of the State of Texas without
reference to the choice of law principles thereof.
8.5 Attorney's Fees. If any legal action is brought concerning any matter
relating to this Agreement, or by reason of any breach of any covenant,
condition or agreement referred to herein, the prevailing party shall be
entitled to have and recover from the other party to the action all costs and
expenses of suit, including attorney's fees.
8.6 Severability: If any term, provision or condition of this Agreement is
determined by a court or other judicial or administrative tribunal to be
illegal, void or otherwise ineffective to herein, the prevailing party shall not
be affected thereby and shall remain in full force and effect.
8.7 Interpretation. In the event of a dispute hereunder, this Agreement shall
be interpreted in accordance with its fair meaning and shall not be interpreted
for or against any party hereto on the ground that such party drafted or caused
to be drafted this Agreement or any part hereof.
8.8 Indemnity. The parties of this Agreement shall indemnify and hold one
another and their respective officers, directors, employees and agents, harmless
from any and all loss, cost, liability and damage (including attorneys' fees)
arising out of or be connected with, any act performed or omitted to be
performed or omitted to be performed under this agreement, provided such act or
omission was taken in good faith, and in the event of criminal proceedings, that
the indemnity had no reasonable cause to believe his conduct was unlawful. An
adverse judgment or plea of "nolo" contender shall not, of itself, create a
presumption that the indemnity did not act in god faith or that he had
reasonable cause to believe his conduct was unlawful. Expenses incurred in
defending a civil or criminal action shall be paid by the indemnitor upon
receipt of an undertaking by or behalf of the indemnity to pay such amount if it
be later shown that such person was not entitled to indemnification.
IN WITNESS WHEREOF, the parties hereto have caused this Management Agreement to
be duly executed as of the first above written.
IMPERIAL PETROLEUM RECOVERY CORPORATION
By: signed copy on file
Name: Xxxx X. Xxxxxxxx
Title: Chairman/CEO
AGRIBIOFUELS, LLC
By: signed copy on file
Name: Xxxxx X. Xxxxxxx
Title: Manager
