Exhibit 10.27
MEMORANDUM OF UNDERSTANDING
BETWEEN
SUSTAINABLE POWER CORP.
And
OIL & FOOD CORPORATION B.V.
February 6, 2009
This MEMORANDUM OF UNDERSTANDING ("MOU") is hereby made and entered into by and
between Sustainable Power Corp., a Nevada Corporation ("SSTP"); and Oil & Food
Corporation B.V., a Netherlands Corporation ("OFC"). All of the above may be
collectively referred to as the PARTIES hereinafter and each of them as the
PARTY.
WHEREAS, the PARTIES are entering into an arrangement relating but not limited
to the development of green energy production from renewable fuel sources in the
Continent of Africa with the intention of leading to various programs and
projects; and
WHEREAS, each PARTY represents that it has developed and possesses certain
information including technical and/or business information relevant to the
various programs and projects, some of which it considers to be confidential
("Confidential Information"); and
WHEREAS, the PARTIES anticipate entering into more formal agreements to govern
the relationship between themselves and others as is mutually determined in the
future based upon further discussions and information;
NOW, THEREFORE, it is mutually agreed as follows:
A. PURPOSE
The purpose of this MOU is to continue to develop and expand a framework of
cooperation between SSTP and OFC. Each of SSTP and OFC will exchange information
relating to the other. SSTP will provide certain information relating to the
Xxxxxx Process, the costs associated with the development of facilities
utilizing the process and other information which is confidential, and subject
to the confidentiality provisions herein. At no time will the content of the
catalyst be disclosed. OFC will provide information with respect to
opportunities, infrastructure, government assistance, tax issues, legal and
other matters relative to operations in (various countries of) the Continent of
Africa.
B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS:
The PARTIES acknowledge the mutual benefits of potential development of SSTP
facilities in various countries of the Continent of Africa and using SSTP fuels
to either provide electricity or bio-fuels.
C. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT:
1. MODIFICATION: This MOU may be modified or amended by written
agreement among the PARTIES hereto. Modifications within the scope of the
instrument shall be made by mutual consent of the PARTIES, by the issuance
of a written modification, signed and dated by all PARTIES, prior to any
changes being performed. Additionally, any terms or conditions not stated
in this MOU but expressly agreed to in a future MOU or contract signed by
SSTP and OFC is considered integrated into this MOU, unless expressly
otherwise agreed in writing.
2. PARTICIPATION IN SIMILAR ACTIVITIES: This instrument in no way
restricts the PARTIES from participating in similar activities with other
public or private agencies, organizations, or individuals.
3. EFFECTIVE DATE: This MOU is effective upon signature of the PARTIES
and will remain in effect unless and until terminated as provide herein.
4. NON-FUND OBLIGATING DOCUMENT: This instrument is neither a fiscal
nor a funds obligation document. Any endeavor or transfer of anything of
value involving reimbursement or contribution of funds between the PARTIES
to this instrument will be handled in accordance with applicable laws,
regulations, and procedures. Such endeavors will be outlined in separate
agreements that shall be made in writing by representatives of the PARTIES
and shall - to the extent required - be independently authorized by
appropriate statutory authority. This instrument does not provide such
authority.
5. CONFIDENTIAL INFORMATION. Confidential Information shall be used
only for evaluation purposes. Each PARTY hereby agrees to keep in
confidence and not disclose to any third PARTY any Confidential Information
disclosed by the other PARTY during the course of their dealings with each
other, except as hereinafter provided. Confidential Information may be
disclosed to employees or contractors of the recipient who have a need to
know such information and who have legally enforceable nondisclosure
obligations. Confidential Information shall not be reproduced in any form
except as required to accomplish the purpose of this MOU. Any information
so disclosed shall be in writing and marked as "Confidential Information"
or, if disclosed verbally, shall be identified as confidential when
disclosed and reduced to writing, as appropriate, within thirty days and
marked as "Confidential Information." Unless otherwise agreed to in
writing, neither PARTY shall
have any obligations of confidentiality under this MOU after five years
from the disclosure of Confidential Information, except that any
Confidential Information identified by the disclosing PARTY as a trade
secret shall be safe guarded against unauthorized use or disclosure in
perpetuity. Confidential Information shall not include information that:
1. is or becomes publicly available through no fault of either
PARTY;
2. was known by either PARTY prior to receipt of such
Confidential Information pursuant to this Agreement;
3. is independently developed by or for either PARTY without
use of the relevant Confidential Information;
4. is disclosed to either PARTY on a non-restrictive basis
without misappropriation of any trade secrets and without any
direct or indirect breach of confidentiality;
5 is required by law to be disclosed; or
6. is required to be disclosed to parties with the objective to
inform them on the potential of the relevant project(s) referred
to sub A ("PURPOSE") above, provided (any of) such party/parties
has/have legally enforceable nondisclosure obligations.
7. is required to be disclosed to debt and/or equity financiers
in view of their (potential) financing of the relevant project(s)
referred to sub A ("PURPOSE") above, provided (any of) such
financier(s) has/have legally enforceable nondisclosure
obligations.
6. PRINCIPAL CONTACTS: The principal contacts for this instrument are:
SUSTAINABLE POWER CORP
M. Xxxxxxx Xxxxxx
President and CEO
0000 Xxx 000 Xxxxx
Xxxxxxx, XX 00000
Voice x0 (000) 000-0000
Fax x0 (000) 000-0000
Cell x0 (000) 000-0000
Email xxxxxxx@XXXX.xx
OIL & FOOD CORPORATION B.V.
Xxxxxx X. Xxxxxxx
President
Xxxxxxxxxxxxx 000
XX 0000 XX Xxxxxxxx
Xxx Xxxxxxxxxxx
Cell x00-000-000-000
Email: xxxxxx.x.xxxxxxx@xx0xxx.xx
7. TERMINATION: This MOU will expire one year from the date of
execution unless renewed by mutual agreement of the PARTIES. This MOU may
be terminated at any time by mutual agreement of all PARTIES. Expiration or
termination would affect only pursuit of new projects under the MOU.
Projects underway will be governed by the specific individual agreements
anticipated above.
AGREED TO BY:
\s\ M. Xxxxxxx Xxxxxx \s\ Xxxxxx X. Xxxxxxx
--------------------- ---------------------
M. Xxxxxxx Xxxxxx, President and CEO Xxxxxx X. Xxxxxxx, Director
Sustainable Power Corp. Oil & Food Corporation B.V.
On this date: February 6, 0000 Xx this date: February 6, 2009
