Exhibit 10.28
MEMORANDUM OF UNDERSTANDING
between
Sustainable Power Corp.
and
Direccio'n General de Mineria
Secretari'a xx Xxxxxx de Industria y Comercio
Of the Dominican Republic
THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is made as of February 7, 2009
("Effective Date") by and between Sustainable Power Corp. (hereinafter referred
to as "Sustainable Power") and the Direcci n General de Mineria of the office
of the Secretary of State of Industry and Commerce of the Dominican Republic
(hereinafter referred to as "DGM").
WHEREAS, the parties are entering into an arrangement relating but not limited
to the exploitation, development and commercialization of any and all natural
resources in the Dominican Republic; and
WHEREAS, such natural resources include without limitation nickel, bauxite,
silver, gold, gypsum, aggregate, silica and other products; and
WHEREAS, the parties desire to improve the feasibility of such
commercialization, to review and assess any and all environmental impact, to
mitigate development, construction and commercial exploitation of such
commercialization, all through the implementation of Sustainable Power biofuels
and other technologies
WHEREAS, each party represents that it has developed and possesses certain
information including technical and/or business information relevant to the
various programs and projects, some of which it considers to be confidential
("Confidential Information"); and
WHEREAS, the parties anticipate entering into a more formal agreement or more
formal agreements to govern the relationship between themselves and others;
NOW, THEREFORE, it is mutually agreed as follows:
1. Confidential Information
Confidential Information shall be used only for evaluation purposes. Each party
hereby agrees to keep in confidence and not disclose to any third party any
Confidential Information disclosed by the other party during the course of their
dealings with each other, except as hereinafter provided. Confidential
Information may be disclosed to employees or contractors of the recipient who
have a need to know such information and who have legally enforceable
nondisclosure obligations. Confidential Information shall not be reproduced in
any form except as required to accomplish the purpose of this Agreement.
Any information so disclosed shall be in writing and marked as "Confidential
Information" or, if disclosed verbally, shall be identified as confidential when
disclosed and reduced to writing, as appropriate, within thirty days and marked
as "Confidential Information." Confidential Information shall not include
information that:
1. is or becomes publicly available through no fault of either party;
2. was known by either party prior to receipt of such Confidential
Information pursuant to this Agreement;
3. is independently developed by or for either party without use of the
relevant Confidential Information;
4. is disclosed to either party on a non-restrictive basis without
misappropriation of any trade secrets and without any direct or indirect breach
of confidentiality; or
5. is required by law to be disclosed.
2. Term of Confidentiality
Unless otherwise agreed to in writing, neither party shall have any obligations
of confidentiality under this Agreement after five years from the disclosure of
Confidential Information, except that any Confidential Information identified by
the disclosing party as a trade secret shall be safe guarded against
unauthorized use or disclosure in perpetuity.
3. Relationship Commitments
It is the intent of the parties to work together to consummate a formal written
agreement or numerous agreements between them that more fully describe the
obligations of each to the other in contractual form. Among other provisions,
the written agreement may address such items as the following:
- Development and expansion of the natural resources of the Dominican
Republic utilizing the "Xxxxxx Process" developed through Sustainable Power, as
well as other technologies developed by or through affiliates of Sustainable
Power.
- Exploring Partnership Potential in governmental programs in the Dominican
Republic.
- Investigate programs, relationships and partnerships for the intention of
commercialization of the Natural Resources of the Dominican Republic through the
relationship between DGM and Sustainable Power.
- Work together to assess any and all potential environmental impact of any
such project and to mitigate any and all issues relative to such impact through
the implementation of the Sustainable Power technologies, including without
limitation the "Xxxxxx Process."
4. Exclusivity
The parties agree that neither shall exercise any control over the conduct of
the other's business. This agreement does not constitute either party as the
agent or legal representative of the other for any purpose other than may be
specified in writing.
5. Term of Agreement
This Agreement is for an initial term of two years from the effective date
hereof and may be extended by the mutual written agreement of the parties at the
end of such term.
EXECUTED as of the Effective Date.
Sustainable Power Corp. Direccio'n General de Mineria
Secretari'a xx Xxxxxx de Industria y Comercio
Republica Dominicana
By: \s\ M. Xxxxxxx Xxxxxx By: \s\ Ing Xxxxxxx Xx'pez
--------------------- ----------------------
M. Xxxxxxx Xxxxxx Ing Xxxxxxx Xx'pez
President and CEO Director Generral
