Exhibit 10.4
Memorandum of Understanding
("MOU")
Between IMF
Xxxxxxxxx 0
X-00000 Xxxxx
Xxxxxxx
(hereinafter "IMF")
And HYDRODYNEX, INC.
000 Xxxxxxx Xx., Xxx. 000
Xxxxxxx, XX. 00000
X.X.X.
(hereinafter "HYDRODYNEX") (collectively the "Parties")
1. Prerequisites
IMF has developed and possesses the rights to a special multilayer packaging
film (the "Film") designed to be used for producing air tight water packages.
The Film can be utilized in a modified commercial Water Packaging Unit (the
"WPU") to function together as an innovative water packaging system. The WPU
and the Film enables a water supplier to use process water from a water
treatment system to be packaged in special bags made from the Film (the
"Storage Bags"). These Storage Bags will keep the quality of the water
unchanged for up to five years. The Film and WPU can be used in connection
with water supplied by an "AO-System(R) developed by Hydrosystemtechnik, GmbH
("HYDROSYS"). One of the potential applications would be a combination of
these systems e.g. for mobile applications.
HYDRODYNEX is a Nevada corporation with an operating office in Burbank, CA.
and a primary office in Las Vegas, NV, which has been formed for the
particular purpose of commercializing the AO-System(R) developed by HYDROSYS,
in North America. For the purpose in being able to offer a mobile system,
HYDRODYNEX is interested in acquiring the rights to the Film and the
blueprints to the mobile WPU.
2. Intent of HYDRODYNEX
HYDRODYNEX intends to operate in two phases as follows: Phase 1: Finalization
of the Strategic Marketing and Business Plan, and obtaining approval from the
United States Environmental Protection Agency to allow sales and marketing of
AO-System(R) in selected markets in North America. Phase 2: Full scale
commercialization of the AO-System(R), including industrialization and after
sales service for all of North America. As part of its effort to
commercialize the AO-System(R), HYDRODYNEX plans to evaluate the feasibility
of selling and marketing mobile systems, which will utilized water packaging
system using the a modification WPU and the Film.
3. Objectives of this MOU
In accordance with the intent of HYDRODYNEX , IMF agrees that upon certain
conditions it will grants to HYDRODYNEX an exclusive license for the
modified WPU and the Film for the Territory as defined in ? 6.
4. Terms and Conditions of this MOA
The intent of the Parties is to formulate and conclude an exclusive License
Agreement during Phase 1, which will then replace this MOU. The term of this
MOU will be for 12 months. The Parties agree that HYDRODYNEX will not be
able to receive an exclusive License until such time as it is a full
reporting public company and traded on a legal exchange. The Parties agree
that if required and by mutual agreement, this MOU can be extended for an
additional six months.
5. Compensation
The Parties agree that sales of the modified WPU and the Film by HYDRODYNEX
will be subject to License Fees, which will be specified in detail in the
License Agreement to be concluded between the Parties. No fees are due under
this MOA. It is agreed that, at HYDRODYNEX' choice, if it uses the modified
WPU and/or the Film in an offer to a customer, it may use IMF to supply the
modified WPU and/or the Film, or have the modified WPU and/or the Film
produced under this license in the Territory or another country.
6. Territory
The Territory covered by this MOU consists initially of the U.S., Canada and
Mexico. This Territory can be expanded upon mutual agreement between the
Parties at any time.
7. Cooperation
The Parties are independent parties. In this sense, neither Party can commit
the other Party in any manner. Both Parties bear the cost for their own
portion in relation to this cooperation.
The intent is that HYDRODYNEX will evaluate the feasibility to sell mobile
systems in addition to stationary AO-Systems(R) in its Territory, which may
require a water packaging system. At its sole option, and in accordance with
the customer's requirements, HYDRODYNEX may use IMF's technologies,
blueprints and equipment designs. In such case, IMF will support the
projects as reasonably required and as appropriate by (a) making technology
information available, and/or (b) perform engineering services for the
projects, and/or (c) deliver critical components, and/or (d) deliver
completely installed and tested packaging systems, and/or (e) deliver Film,
and/or (f) provide the necessary documents, blueprint and technical support
so that the modified WPU and/or the Film can be produced in HYDRODYNEX in the
territory or by a third party subcontract manufacture outside of the
Territory.
8. Commercial Materials
In the event HYDRODYNEX makes the decision to commercialize and sell modified
WTUs in the Territory, IMF agrees to make available to HYDRODYNEX all
technical and marketing materials as well as pricing information necessary
for HYDRODYNEX to market and sell the WTUS and Film. Such materials will be
made available in appropriate form, printed, electronically, video, DVD in
accordance with availability. This will also include particularly information
for inclusion in a website.
HYDRODYNEX is authorized to use for its marketing purposes appropriate logos
and marks owned by IMF. In return, IMF will be authorized to use HYDRODYNEX'
corresponding marks.
9. Confidential Information
The Parties agree to hold in confidence and not to distribute to any third
party, unless agreed by the other Party beforehand in writing, each other's
Confidential Information, which includes technical, commercial and any other
information which is designated by either Party as such, or which could
reasonably be assumed by either Party to be the other Party's Confidential
Information.
10. Ancillary Equipment
IMF will use its best effort to assist HYDRODYNEX with establishing contacts
and/or contracts for design and/or delivery of ancillary equipment as
required for various system configurations.
11. General Stipulations
12. Entry into Force: This MOU enters into force at the date of the latest
signature below.
13. Law: This MOU is construed under the laws of Germany.
14. Arbitration: For any dispute arising out of the execution of this MOU,
an attempt will first be made to solve the dispute at the level of the
Executive Management of the Parties. Should this fail, another attempt will
be made by an arbitration procedure involving the International Chamber of
Commerce in Paris, France.
Date: June 23, 2008
_________________________________ _______________________________
IMF HYDRODYNEX CORPORATION, INC.
Xxxxx Xxxxxx Xxxxx Xxxxxxxx
President President
