GRAPHENE DEVELOPMENT AGREEMENT
Exhibit 10.2
This
GRAPHENE DEVELOPMENT AGREEMENT (this “Agreement”) is
entered into this 31st day of March 2021 (the “Effective
Date”) by and between Novusterra Inc., a Florida corporation
with an address of 0000 Xxxxxxx Xxx., Xx. 000, Xxxxx XX 00000
(“NT”) and American Resources Corporation, a Florida
corporation with an address of 00000 Xxxxxxxxx Xxx, Xxxxx 000,
Xxxxxxx XX 00000 (“ARC”), with ARC and NT, the
“Parties” and each, a “Party”.
PRELIMINARY
STATEMENTS
WHEREAS, the
Parties desire to collaborate on the building and commercialization
of graphene related technologies that ARC, or its subsidiaries,
currently holds; and
NOW
THEREFORE, in exchange for good and value consideration, the
receipt and sufficiency of which are hereby agreed to and
acknowledged by the Parties, the Parties agree as
follows:
1.
Sublicense: ARC will sublicense
to NT the licenses and technologies held by ARC that relate to the
commercialization of graphene (the “Graphene
Technologies”) as listed in Exhibit A. For the agreement to
sublicense, ARC will receive Fifty Percent (50.0%) of the positive
operating income of NT. The operating income shall be defined as
all revenue to NT less the direct operating costs of NT from
manufacturing and sale of Graphene in the operating facilities.
This clause shall not apply to any other businesses that NT may
begin, acquire, or expand into including manufacturing any products
using Graphene as part of the raw material.
2.
Funding. NT will raise the
capital needed to complete the design, build, and operation of any
facility utilizing the Graphene Technologies that is owned or
operated by NT.
3.
Breach and Termination. If
either Party breaches any term or condition of this Agreement and
does not cure said breach within ten (10) days after notice by the
other Party, this Agreement shall terminate.
4.
Governing Law. This Agreement
shall be governed by and construed solely and exclusively in
accordance with the laws of State of Indiana without regard to any
statutory or common-law provision pertaining to conflicts of laws.
The Parties agree that courts of competent jurisdiction in Xxxxxxxx
County, Indiana.
5.
Notices. Any notice required or
provided for in this Agreement to be given to any Party shall be
mailed certified mail, return receipt requested, or hand delivered,
or email with receipt acknowledged to the Party at the address for
each such Party set forth on the signature page
hereto.
6.
Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the
successors and assigns of each of the respective
Parties.
7.
Amendments. Any amendments to
this Agreement shall be in writing signed by all
Parties.
8.
Severability. In case any one
or more provisions contained in this Agreement shall, for any
reason, be held invalid illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect
any other provision hereof and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had not been
contained herein.
9.
Waiver. No consent or waiver,
expressed or implied, by a Party of any breach or default by any
other Party in the performance by that other Party of its
obligations hereunder shall be deemed or construed to be a consent
or waiver to any other breach or default in the performance by such
other Party of the same or any other obligations of such other
Party hereunder. Failure on the part of any Party to complain of
any act or failure to act of another Party or to declare that other
Party in default, irrespective of how long such failure continues,
shall not constitute a waiver of such Party of its rights
hereunder.
10.
Counterparts. This Agreement
may be executed in multiple counterparts each of which shall be
deemed an original for all purposes. Signatures may also be made
and delivered by electronic means including facsimile, PDF
attachments to emails of any other electronic means capable of
delivering legible signatures authorized by the delivering
signatory.
11.
Confidentiality. Each Party
hereto agrees with the other that, unless and until the
transactions contemplated by this Agreement have been consummated,
it and its representatives will hold in strict confidence all data
and information obtained with respect to another Party or any
subsidiary thereof from any representative, officer, director or
employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or
disclose the same to others, except (i) to the extent such data or
information is published, is a matter of public knowledge, or is
required by law to be published; or (ii) to the extent that such
data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement. In the
event of the termination of this Agreement, each party shall return
to the other party all documents and other materials obtained by it
or on its behalf and shall destroy all copies, digests, work
papers, abstracts or other materials relating thereto, and each
Party will continue to comply with the confidentiality provisions
set forth herein.
12.
Entire Agreement. This
Agreement contains the entire understanding among the Parties and
supersedes any prior written or oral agreement between them
respecting the subject matter of this Agreement. There are no
representations, agreements, arrangements, or understandings, oral
or written, between the Parties hereto relating to the subject
matter of this Agreement that are not fully expressed
herein.
IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement on the dates set forth
above.
ARC:
AMERICAN
RESOURCES CORPORATION
By: /s/ Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title:
CEO
NT:
NOVUSTERRA,
INC.
By: /s/
I Xxxxxx
Xxxxxxxxxx
Name: I
Xxxxxx Xxxxxxxxxx
Title:
CEO
Exhibit A
1)
US10544503
2)
US20190047867A1
