PROJECT DEVELOPMENT AND CONSTRUCTION AGREEMENT
This Project Development and Construction Agreement ("Agreement") made
and entered into this 8 day of May, 1998, by and between Garb-Oil & Power
Corporation ("GOPC"), a Utah corporation, and TRENERGY, INC., a Utah Corporation
(the "Company").
In Consideration of the mutual promises and covenants contained herein,
it is agreed by the parties as follows:
1. The Company represents and warrants that it has rights, title and
interest including but not limited to, patent rights, intellectual property
rights and proprietary information and know how to that certain technology
utilized to neutralize and remediate radioactive waste as more specifically
described on Exhibit "A" (collectively the "Remediation Technology").
2. Garb-Oil & Power Corporation represents and warrants that it has
experience in Project Development, formation and structuring of Process plants
and projects.
3. The Company does hereby engage and hire the services of GOPC for the
purposes of consulting and analyzing how to commercially exploit the Remediation
Technology; and GOPC does hereby agree to render such services, all upon the
terms and condition hereinafter set forth.
4. The term of this Agreement shall be for a period of five years
following the date of the execution hereof with automatic renewals to be
negotiated, between the parties, based upon performance by GOPC under this
agreement.
5. In consideration of the consulting and project development services
to be rendered by GOPC to the Company, GOPC shall be paid by the Company the
following compensation:
(a) GOPC shall have the right to build all systems and
plants for the Company or its affiliates which utilize the Remediation
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Technology. GOPC will perform all such building services on a
guaranteed project cost basis, which cost shall be within 5% of Similar
costs for such projects.
(b) The Company shall designate GOPC as its exclusive
agent, under this agreement, to exploit the Remediation Technology
outside of the United States, with the following exceptions;.
1. Republic of Belarus
2. Ukraine
3. Romania
4. Macedonia
5. Greece
6. Hungary
In view of the fact that the Company has already made preliminary contacts with
agencies in Xxxxxxx xxx Xxxxx Xxxxxxx, Xxxxxx and with certain Pacific Rim
Countries the Company and GOPC will jointly discuss and agree upon negotiations
with the Western Hemisphere and Pacific Rim Countries. Final negotiated
Contracts with GOPC contacts will be conducted jointly with both the Company and
GOPC. The Company and GOPC shall negotiate and share a negotiated royalty of at
least five percent of gross revenues received by licensees or contracting
parties to the Remediation Technology. Where the initial contact is due to GOPC
, the revenues shall be shared equally between the Company and GOPC. Either
party to this agreement shall be authorized to become a partner with such
contracting entities in any region covered by this or by subsequent extensions
or amendments to this agreement.
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(c) All reasonable out-of-pocket expenses incurred by GOPC
during the term hereof shall be paid by GOPC which shall be reimbursed from
income received from contracts or licenses resulting from this agreement.
6. The Company hereby agrees, warrants and represents to Garb-Oil the following:
(a) It shall promptly furnish all information and documents
requested by GOPC. The Company will disclose any information it
possesses which could or may alter the truth of any documents or
information the Company has presented. The Company will make available
any raw data information relating to the Remediation Technology from
its records.
(b) In the event the facts and circumstances underlying the
information and documents provided to GOPC under the preceding
paragraph hereof shall change in any material respect, the Company
shall immediately notify GOPC of the nature of such change of facts and
circumstances;
(c) The Company does hereby expressly authorize GOPC to submit
such information and documents to any and all persons, firms or
corporations who or which GOPC contacts regarding the services which it
is to render hereunder and GOPC is hereby authorized to disclose to
such persons, firms or corporations to whom it is acting on behalf of
the Company provided, that non-disclosure and security agreements are
signed by all parties to whom the technical discussions and
presentations are made.
(d) The Company or GOPC, as appropriate, shall not be under
any duty or responsibility to it with respect to any matter connected
with the services to be rendered by it under this Agreement except as
herein expressly stated in the agreement.
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(e) The Company hereby warrants and represents that the
provisions of this Agreement with GOPC (i) do not violate its Articles
of Incorporation, Bylaws, corporate minutes or any other documents or
instruments to which the Company is a party, (ii) the Company has a
corporate power to enter into this Agreement, and (iii) the Company has
taken all action by and through its directors or shareholders to
authorize and empower GOPC to perform the services as herein
designated; and 7. GOPC represents and agrees that it will perform its
obligations hereunder in a faithful and businesslike manner, primarily
for advancement of the shareholders interests in both GOPC and the
Company.
8. Company and GOPC agree that they will equally and jointly defend and
enforce all claims and infringement, where appropriate, against the Nuclear
Remediation Technology associated with this Agreement.
9. If any term, covenant or condition of this Agreement or the
application thereof to any person or corporation or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement or the
application of such terms, covenants and conditions to persons or corporations
or circumstances other than those to which it is held invalid or unenforceable,
shall not be affected hereby and each term, covenant or condition of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
10. Unless otherwise provided herein, any notice, tender or delivery to
be given hereunder by either party to the other shall be in writing and may be
effected by personal delivery or by certified mail, postage prepaid, return
receipt requested, addressed as set forth below, and shall be deemed received as
of the date of actual receipt. Notices shall be addressed as set forth below,
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but each party may change its address by written notice in accordance with the
Paragraph 10.
If to Garb-Oil:
00 Xxxxxxxx Xxxxx
000 Xxxxxxxx Xxxxxx Xxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
With a copy to:
Xxxxxxxxx Xxxxxxx & XxXxxxxxxx
Gateway Tower East, Suite 900
10 Xxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
If to Company:
_______________________________
_______________________________
_______________________________
11. This Agreement constitutes the entire agreement between GOPC and
Company and there are no other agreements, understandings, representations or
warranties between the parties except as set forth herein.
12. This Agreement shall bind and inure to the benefit of all the
respective heirs, personal representative, successors, and permitted assigns of
the parties hereto.
13. This Agreement shall be controlled by and interpreted in accordance
with the Laws of the State of Utah without regard to principles of conflict of
laws.
14. This Agreement may not be changed or modified in any respect except
in a writing duly signed by both GOPC and Company.
15. If any provision of this Agreement is found by a court of competent
jurisdiction to be prohibited or unenforceable, it shall be ineffective only to
the extent of such prohibition or unenforceability and such prohibition or
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unenforceability shall not invalidate the balance of such provisions to the
extent it is not prohibited or unenforceable, or invalidate the other provisions
of this Agreement.
16. Nothing contained in this Agreement shall be construed to create a
partnership or joint venture between GOPC and Company.
17. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
TRENERGY, INC.
By /s/ Xxx Xxx
-----------------------------
Xxx Xxx, Its President
GARB-OIL & POWER CORPORATION
By /s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx, Its President
May 8, 1998
By /s/ Xxxxxx X. Xxxxxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxxxxx
Notary Public
Xxxxxx X. Xxxxxxxxxxxx
00 Xxxxxxxx Xxxxx, Xxx. 000
Xxxx Xxxx Xxxx, Xxxx 00000
Commission expires 3/12/2001
State of Utah
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