Exhibit 10.1
LICENCE AGREEMENT RELATING TO THE WRECK "YELLOWLIGHT"
This licence agreement is made on this ________th day of ___________ 2003,
between ,
Valurex SA of Edificio Xxxxxx Orillac, Tercer Piso, Xxxxx 00, Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 0000, Xxxxxx 0, Xxxxxxxx of Panama, hereinafter termed
"The Company", as the owner of certain information regarding the shipwreck of
"YELLOWLIGHT", on the one hand,
and,
Ocean Resources Inc. of 000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx, U.S.A.,
hereinafter termed "OCRI", on the other hand,
WHEREAS:
A. YELLOWLIGHT (hereinafter referred to as the " Wreck"), a cargo ship of
4977gross tons on a voyage bound for New York was sunk by enemy action in 1942
by torpedo from a German U-Boat.
B. At the time of sinking the Wreck was believed t be carrying, amongst other
cargoes, 5,562 tons of copper (blister and matte), 900 tons of tin, 400 tons of
cobalt, 400 tons of uranium ore, 20 tons of tantalite ore and 2 tons of cadmium
sticks.
C. OCRI desires to undertake a project (hereinafte referred to as the "Project")
to attempt a salvage operation to recover some or all of the cargoes referred to
in paragraph B above.
D. The Company has acquired the rights and information of a Search and Survey
Operation undertaken by Deepsea Worker Ltd, which successfully located the
position of the Wreck on the seabed, and as the sole owner of such proprietary
information regarding the Wreck The Company is prepared to provide it to OCRI
for their exclusive use under licence for an 18-month period.
E. The parties agree that The Company will through its agents, Blue Water
Recoveries Limited (hereinafter referred to as "BWR"), make the seabed position,
full condition survey, cargo details including stowage and any other information
it has regarding the Wreck to OCRI upon the execution of the Agreement and
payment of the $75,000 licence fee. OCRI will include the Project within its
salvage operations programme and use its best efforts to commence the Project
within eighteen months from the date of signature of this contract.
F. OCRI desires to undertake other projects to recover cargoes of 4 additional
wrecks named in correspondence between the parties. Therefore, during the period
this Agreement is in effect The Company grants to OCRI the "first right of
refusal" to enter into similar agreements with The Company to purchase an
exclusive licence(s) to use its proprietary and confidential information in
order to conduct salvage of any, or all 4 of the additional wrecks under the
same terms of this Agreement. This "first right of refusal" will consist of a
14-day period during which time OCRI, after being notified by The Company that
they have bona fide interest from another third party salvor in any one or all 4
of the additional wrecks, must execute a separate agreement and pay the $75,000
licence fee for each individual wreck nominated in order to acquire the
exclusive 18-month licence for themselves. Alternatively, OCRI can approach The
Company at any time during the period this Agreement is in effect on its own
volition to purchase such exclusive licences under the same terms of this
Agreement.
The parties hereto, intending to be legally bound, and in consideration of OCRI
agreeing to pay The Company an initial non-refundable licence fee of US$75,000
upon execution of this Agreement
DO HEREBY AGREE, as follows:
I. The Company grants to OCRI an exclusive Licence to use its proprietary
and confidential information in order to conduct salvage of the Wreck's cargo.
The exclusive licence period will last for 18 months from the date of this
Agreement, during which time OCRI may commence salvage operations at any time it
chooses. Should OCRI recover cargo with a net salved value in excess of US$1
million from the Wreck during the initial 18-month period the exclusive licence
period will be extended for an additional 12-month period if requested by OCRI.
Thereafter, and on a rolling basis, the exclusive licence period will be
extended for an additional 12- month period if requested by OCRI should they be
successful in recovering additional cargo from the Wreck with a net salved value
in excess of US$1 million during the current 12-month period.
II. In the event of a salvage operation being carried out on the Wreck, and
in the event of recoveries being made, then OCRI will pay The Company 50% of the
first cargo recovered to the sum of US$500,000 to cover the search and survey
costs that were incurred in locating the Wreck. Thereafter, OCRI will pay The
Company 5% of the net salved value from the sale of any additional cargo
recovered from the Wreck. These payments will be in addition to the initial
non-refundable licence fee of US$75,000. The Company undertakes, through its
agent Blue Water Recoveries Ltd., to assist OCRI wherever possible to sell the
cargo for the best possible price. Such assistance to include introducing OCRI
to smelting companies and in provision of advice during negotiations of cargo
sales. Any additional advice, consultation, archival research and/or lease of
equipment
provided by Blue Water Recoveries Ltd. direct to OCRI shall be paid for and
governed under separate agreement.
III. Net salved value shall be defined as the gross sale proceeds of all
cargo recovered less any third party transportation costs, insurance, storage
and marketing costs from the time of recovery, as well as the costs of meeting
any claims from legitimate owners (if any) to the cargo.
IV. In the event that original owners of the cargo have been identified in
the research information provided by The Company, OCRI shall be obliged to
contact said owners and enter into agreements with them for salvage of the
cargo. The Company's Agents, BWR, shall assist OCRI with making these contacts
if so requested by OCRI.
V. The monies due to The Company as per Clause 2 will be paid by OCRI
within 14 (fourteen) days of receipt of proceeds of the sale of cargo recovered
by OCRI. In the event that such sale of any cargo identified in a salvage
agreement has not taken place within 100 days after recovery OCRI will purchase
The Company's 5% share of cargo at a price that would be based on the gross
value of the cargo recovered at LME prices less a provision for smelting, third
party transportation costs, insurance, storage and marketing costs of such
cargo. At all times, subject to the above, OCRI will have the right to purchase
The Company's 5% share of cargo at a price that would be based on the gross
value of the cargo recovered at LME prices less a provision for smelting, third
party transportation costs, insurance, storage and marketing costs of such
cargo.
6. In the event that legitimate owners are not identified and the sale of such
cargo takes place prior to 366 (three hundred and sixty-six) days after
recovery, and subsequent to the sale of such cargo previously unidentified
owners come forward with an ownership claim OCRI and The Company warrant that
they will meet their respective share of any bona fide claims and/or any legal
expenses in defending such claims.
7. In the event that OCRI declines to sell any recovered cargo not identified in
a salvage agreement within eighteen months they will purchase The Company's 5%
share of cargo at a price that would be based on the gross value of the cargo
recovered at LME prices less a provision for smelting, third party
transportation costs, insurance, storage and marketing costs of such cargo.
8. Should the xxxx of YELLOWLIGHT be located on the Wreck OCRI will make a
reasonable attempt to recover the xxxx and hand it over to The Company.
9. OCRI shall keep an accurate records of all recoveries made pursuant to this
Agreement, such records to be made available for inspection by The Company's
Agents, BWR, upon request. OCRI shall report in writing to BWR of all recoveries
made five days prior to any discharging of cargo recovered at port of landing.
10. The Company reserves the right to have a representative on board the salvage
ship at all times, accommodation to be provided for this representative while at
sea by OCRI and all other costs of such representative to be met by The Company.
The Company reserves the right to observe discharging of cargo recovered at port
of landing. OCRI will give seven days notice of cargo landings.
11. All aspects of the salvage operations undertaken by OCRI shall be totally
under the control and responsibility of OCRI and The Company's representative
shall have no rights to direct, control or otherwise interfere with operational
decisions taken during the salvage operations.
12. OCRI and The Company both agree to keep all information relating to the
Wreck, namely the results of both archival research and seabed search, survey
and recovery, strictly confidential unless released by written consent of all
parties or as required by law. All parties will undertake that no information is
disclosed to any third party who is not under a duty of confidentiality. The
Company, through its Agents BWR, shall provide OCRI with a single bound copy of
information relating to the Wreck and OCRI agrees to use this authorised
copy only and not to make any additional copies or reproductions of any of the
information for any reason whatsoever, without first obtaining written consent
from BWR. OCRI accepts that the information provided by The Company was acquired
at great cost and is of great value and will act to keep this information
protected from any unauthorised disclosure. In the event that OCRI decides not
to proceed with the proposed recovery operations it will remain committed by
this obligation of confidentiality indefinitely. This clause shall survive
termination of this Agreement whatever the reason for termination. OCRI shall
have no right whatsoever to any information provided by The Company and
undertakes to return all such information to The Company upon termination of
this Agreement without keeping a copy of such information in any form
whatsoever.
13. OCRI reserves all rights relating to any technical information, publicity,
documentation, photographs, video or films relating to the salvage operations or
the results thereof and for a period of up to 3 (three) years The Company agrees
not to use any information or knowledge it gains as a result of the salvage
operations for any purposes that might possibly infringe the rights of OCRI.
14. OCRI agrees to notify The Company in advance of any announcements or
publication of any information whatsoever relating to this Agreement, The
Company and its Agents (BWR) or the Wreck, whether such announcements or
publications are made directly by OCRI or indirectly as a result of press
interviews. Any and all such announcements or publications shall be cleared
beforehand by The Company's Agents BWR and subject to their written approvals.
15. OCRI agrees and acknowledges that The Company does not make any warranties,
whether express, implied or otherwise with respect to its right, title or
interest, if any, in or to the Wreck and the cargoes, the technical, commercial
or environmental feasibility of salvaging the Wreck or the cargoes or the
likelihood of the ultimate commercial success of the Project
16. This Agreement shall be exclusively binding on both parties for a period of
18 (eighteen) months. If at the end of this time OCRI has not commenced
operations on the wreck then this Agreement shall be terminated and The Company
will be free to licence its information with any other parties it should so
wish.
17. It is understood that The Company has taken all reasonable care to ensure
that the information supplied by The Company is correct.
18. If any provision of the Agreement shall be deemed invalid or unenforceable
as written, it shall be construed, to the greatest extent possible, in a manner
which shall render it valid and enforceable.
19. Notices by the parties must be given in writing and may be delivered
personally or sent by letter transmitted by or facsimile message addressed to
the other party as detailed below.
For The Company at:
X X Duchosal Bureau Rid SA
4 Route d Florissant
Xxxx Xxxxxxx 000
XX0000 Xxxxxx 00
Xxxxxxxxxxx
Contact: Xx. Xxxxxxx Kiss Borlase
For OCRI at:
Ocean Resources Incorporated
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxx, 00000
X.X.X.
Contact: Xx. Xxxxxx Xxxxxxx
Tel: x0 000 000 0000
Fax: x0 000 000 0000
Email: xxxxxxxx@xxxxxxx-xxx.xxx
For BWR at:
Blue Water Recoveries Limited
Xxxxxxxxxxxx Xxxxx
Xxxxxxxxxxxx Xxx
Xxxxxxxx
Xxxx Xxxxxx, XX00 0XX
U.K.
Contact: Xxxxx X. Xxxxxx
Tel: x00 (0)0000 000 000
Fax: x00 (0)0000 000 000
Email: xxxxx@xxxxxxxxx.xx.xxx
20. Neither party shall transfer or assign this Agreement or any part of it to
any person or company without the prior written consent of the other party. Such
consent will not be unreasonably held.
21. This Agreement shall be binding upon and inure to the benefit of both
parties hereto and their respective successors and assigns.
22. This Agreement shall be governed and construed in accordance with English
Law and any dispute arising out of this Agreement shall be referred to
arbitration in London at the London Maritime Arbitrators Association located at
00/00 Xxxxxxxxx Xxxxxx.
23. The terms and conditions provided herein constitute the entire Agreement
between The Company and OCRI and any amendment thereof shall have no force or
effect unless recorded in writing and signed by or on behalf of all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
respective dates shown below.
The Company: By: /s/Etienne Kiss Borlase
---------------------------------------------
Name: Xx. Xxxxxxx Kiss Xxxxxxx
Title: Power of Attorney
who warrants their authority to sign this Agreement
Date: 08th September 0000
XXXX: By: /s/Xxxxxx Xxxxxx
--------------------------------------------
Name: Xx. Xxxxxx Xxxxxx
Title: Chief Executive Officer
who warrants their authority to sign this Agreement
Date: 1st September 2003
BWR: By: /s/Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xx. Xxxxx X. Xxxxxx
Title: Director
who warrants their authority to sign this Agreement
acting as Agents on behalf of The Company
Date: 4th September 2003
