EXHIBIT 10.8
AGREEMENT
This contract dated January 31, 1999 is by and between SEISMIC
INTERNATIONAL, INC. ("INTERNATIONAL") and NORTH AMERICAN GEOPHYSICAL ("NORTH
AMERICAN"). For and in consideration of the mutual promises and covenants
contained within this agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. INTERNATIONAL has a contract (the "Contract") (Attached as "Exhibit
A") to provide an interpretive map or maps and related information
which may be used to evaluate the potential for potable water
supplies with Geophysical de Mexico ("GdM").
2. NORTH AMERICAN agrees to provide, through the use of various 3-D and
4-D, 3-C and 4-C seismic, electronic and resistivity surveys detailed
interpretive map or maps and related information outlined in the
Contract with GdM according to the terms and conditions therein
outlined as written and amended as necessary. It is understood that
the techniques and certain procedures used by NORTH AMERICAN are
proprietary information and may not be disclosed except with the
written consent of NORTH AMERICAN.
3. NORTH AMERICAN acknowledges the receipt of FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) from GdM on behalf of INTERNATIONAL as
part consideration under this Agreement. INTERNATIONAL agrees to pay
NORTH AMERICAN additional consideration of TWO MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($2,500,000.00) prior to the delivery to
INTERNATIONAL of the detailed map(s) and related information
described in the Contract. Said $2,500,000.00 shall be full payment
for said work on contract attached as Exhibit A. Any additional work
for future contracts shall be negotiated at the time of presentation.
4. INTERNATIONAL acknowledges that NORTH AMERICAN has begun preliminary
surveys pursuant to this contract. INTERNATIONAL also acknowledges
that the work will not be completed until NORTH AMERICAN has received
final payment of the $2,500,000.00. NORTH AMERICAN hereby agrees to
complete the work within seventy-five (75) days of receipt of final
payment. If for any reason other than acts of God or war work is not
completed then NORTH AMERICAN will be obligated to refund the entire
TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00)
received by NORTH AMERICAN to INTERNATIONAL.
5. NORTH AMERICAN may subcontract any and/or all work required to be
performed under this Agreement, as it deems necessary or appropriate.
In so doing, NORTH AMERICAN will remain solely liable to
INTERNATIONAL to comply with the terms of this Agreement and the
Contract with GdM.
6. NORTH AMERICAN acknowledges that INTERNATIONAL through assignment
from a contract with Redbank Petroleum, Inc. dated April 15, 1998 has
the right to use all of NORTH AMERICAN's field mapping technologies
worldwide. It is further understood that NORTH AMERICAN shall
process the data collected into maps for INTERNATIONAL. The fees for
this processing shall not be greater than those charged to any other
entities by NORTH AMERICAN. INTERNATIONAL acknowledges that the
information and techniques used to produced such maps is proprietary
and if disclosed to any outside parties may invite undue and
unnecessary competition. Therefore, certain aspects of the process
shall remain secret. NORTH AMERICAN agrees that should it cease
processing the data for any reason or sell either the Technology,
company or the rights to any and/or all Technology(s), whether by
merger or license to another party or any other form of sale, it will
provide any and all software necessary to process the data to
INTERNATIONAL and/or its assigns along with the documentation and
techniques required for INTERNATIONAL and/or its assigns to process
the data themselves.
7. This instrument constitutes the entire agreement of the parties, and
this Agreement supercedes any prior oral or written agreements or
understandings concerning the subject matter of this Agreement. This
Agreement may not be amended, except by written instrument signed by
all parties, referring specifically to this Agreement
8. This Agreement will be construed under the laws of the State of
Texas, and venue for any action in conjunction with this Agreement
will be in Dallas County, Texas. All monies and or funds referred to
in this contract shall be in United States dollars unless otherwise
listed.
9. This Agreement inures to the benefit of the parties, their assigns,
success representatives.
SEISMIC INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
NORTH AMERICAN GEOPHYSICAL
/s/ X.X. Xxxxxx
X.X. Xxxxxx, Director
