EXHIBIT 10.33
Confidential treatment has been requested for portions of this exhibit. The
copy filed here omits the information subject to the confidentiality request.
Omissions are designated as XXXXX. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
LETTER OF INTENT
This Agreement made at Houston, Texas effective as of the 1st day of March, Two
Thousand and One, between
TIETEK, INC., a Texas corporation and wholly owned subsidiary of North American
Technologies Group, Inc., having its offices at 00000 Xxxx Xxxxx Xxxx, Xxxxxxx,
Xxxxx 00000 (hereinafter called "TieTek"), and
XXXXX CORNING a corporation organized and existing under the laws of the state
of Delaware (hereinafter referred to as "OC") having its principal office at
Xxxxxx, Xxxx, XXX 00000.
WHEREAS TieTek has established patented composite lumber technology
("Technology") for manufacture of railroad crossties and other composite lumber
products and desires to market it,
AND WHEREAS OC is a Corporation inter-alia dealing in materials and related
technologies for various industries and has knowledge of Indian market,
AND WHEREAS the parties are desirous to enter in an agreement under the laws of
New York to jointly adapt and market this technology in India,
NOW THEREFORE, IN CONSIDERATION OF THE TERMS AND COVENANTS CONTAINED, THE
PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. The Purpose of this Agreement is to identify the potential opportunity and
partners in India for the TieTek Technology, including railroad crossties
and other composite lumber products ("Products") and to jointly market the
Technology and/or Products in the Indian market, including:
1.1 Premixing, manufacture and/or supply of critical raw materials or
composite lumber compound needed to manufacture Products, and/or
1.2 The process Technology and know-how to convert raw materials and/or
composite lumber compound into Products.
2. The parties agree and confirm that neither party shall engage, whether
directly or indirectly, in business in India which is within the Purpose of
this agreement, that is, manufacture/supply of composite lumber raw
materials and/or compound to be used with composite lumber raw materials and
the technology to convert the compound to products, save and except through
this agreement.
3. OC and TieTek agree and confirm that OC will have first right of refusal for
manufacture/supply of compound used in composite lumber technology.
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4. OC and TieTek agree and confirm that process/technology to convert
composite lumber compound to Products will be licensed to individual Indian
entities by TieTek independent of OC. XXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXX. If required, a
separate agreement outlining roles and responsibilities of OC and TieTek
will be drawn up in relation to the transfer of process/technology to
manufacture composite lumber products.
5. OC and TieTek agree and confirm to cooperate in the modification of the
TieTek Technology using OC and TieTek composite technologies to develop
Products other than the composite Crossties based on the TieTek Technology.
If required, a separate agreement outlining the roles and responsibilities
of OC and TieTek will be drawn up in relation to the transfer of process and
product technologies to manufacture these other products.
6. Until such time as a detailed and definitive agreement are concluded for
Items 1-4 above, no rights in any of the technologies of OC or TieTek are
created.
7. MISCELLANOUS
7.1 Waiver: The failure with or without intent of any Party hereto, to
insist upon the performance by the other of any terms or provision of
this Agreement in strict conformity with the literal requirements hereof
shall not be treated or deemed to constitute a modification of any terms
or provision hereof, nor shall such failure or election be deemed to
constitute a waiver of the right of such Party at any time whatsoever
thereafter to insist upon performance by other strictly in accordance
with any terms or provisions hereof.
7.2 Severability: If any term of this Agreement shall be hereafter
declared by a final adjudication of any tribunal or court of competent
jurisdiction to be illegal, such adjudication shall not alter the
validity or enforceability of any other terms or provision unless the
terms and provisions declared illegal shall be one expressly provided as
a condition precedent or as the essence of this Agreement or comprises
an integral part of, or inseparable from the remainder of this
Agreement. In such event, the Parties shall take all necessary action
and shall execute such other documents as may be required.
7.3 Expenses: Each party shall bear all expenses incurred by it in
connection with the preparation and negotiations of this. TieTek and the
customer shall be responsible for and bear all costs associated in
relation to any agreements entered into between themselves.
7.4 Notices: All notices and other communication hereunder shall be in
writing and shall be deemed given if delivered personally or mailed by
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registered or certified mail (return receipt requested) to the parties
at the following addresses, or at such other address for a party as it
shall specify in writing.
7.5 If to OC, either prepaid registered mail or hand delivery at:
Xxxxx Corning
Xxx Xxxxx Xxxxxxx Xxxxxxx
Xxxxxx, Xxxx 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
If to TieTek, to the President either by prepaid registered mail or hand
delivery to:
TieTek, Inc.
00000 Xxxx Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
8. Entire Agreement Modifications: This Agreement constitutes the entire
Agreement of the parties and supersedes all other prior agreement and
understandings, both written and oral, between the parties with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by both parties.
8.1 Authority: The Parties represent that they have the necessary
corporate authority to enter into and execute this Agreement and that
their representatives who are signing this Agreement have the
necessary authority to sign on behalf of and bind the Parties for the
performance of the obligations set out herein.
8.2 No Assignment: This Agreement may not be assigned by either party,
other than to an Affiliate except with the written consent of the
other party.
9. Benefit: This Agreement shall be binding on TieTek and OC and their
respective successors and permitted assigns.
10. The Parties agree that each of them and their respective officers,
directors and representatives shall not, at any time during the term of this
Agreement or thereafter, use for its own benefit or divulge, disclose or
communicate, to any Person, in any form or matter whatsoever, any
information concerning any matters affecting or relating to this Agreement
or the steps to be taken pursuant hereto; provided, that they will be
permitted to disclose information as it is
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necessary or appropriate to perform their services hereunder or as required
by applicable law or regulations
11. Arbitration
11.1 Any claim or controversy arising out of, or related to, this
Agreement, or the making, performance, breach, or interpretation
thereof shall be finally settled by arbitration pursuant to the then
prevailing rules of the American Arbitration Association. All
arbitration proceedings will take place in New York. The parties
agree that the arbitration award shall be final and binding upon the
parties and may be enforced in any court of competent jurisdiction;
that such award or awards shall be the sole and exclusive remedy
between them regarding any claims, counterclaims, issues or
accountings presented or pled to the arbitrators; that such award or
awards shall be made and shall be promptly payable in US dollars (free
of any tax, deduction, or offset); and that any costs, fees or taxes
incident to enforcing such awards shall, to the maximum extent
permitted by law, be charged against the party resisting such
enforcement. The prevailing party in any such arbitration proceeding
shall be entitled to recover its expenses, including reasonable
attorney's fees and accounting fees, in addition to any other relief
to which it is found entitled. The award shall indicate interest from
the date of any damages incurred for any breach or other violation of
this Agreement and from the date of award until paid in full, at a
rate to be fixed by the arbitrator, but in no event less than twelve
percent (12%) per year or the highest rate permitted by law, whichever
is less.
11.2 When any dispute is under arbitration, except for the matters under
dispute, the Parties shall continue to exercise their remaining
respective rights and fulfill their remaining respective obligations
under this Agreement
11.3 Governing Law: This Agreement shall be governed by the laws of the
State of New York.
12 Good Faith: The parties shall in their dealings with one another in
terms of this Agreement display good faith.
13. Validity of the Agreement
13.1 This Agreement shall be valid until XXXXXXXXXXX or until definitive
agreements have been executed between the Parties, whichever is
earlier. In the event definitive agreements have not been executed by
XXXXXXX XXXXXX, this Agreement shall automatically stand renewed
without the requirement of any further acts by the Parties for a
further period until XXXXXXXXXX, at which time if definitive
agreements have not been
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executed, this Agreement shall expire, unless specifically renewed by
the Parties.
13.2 Notwithstanding anything contained herein and notwithstanding the
expiry of this Agreement, if any rights have accrued to OC to receive
payments under the terms of this Agreement, then TieTek shall make
such payments to OC after the expiry of this Agreement,
notwithstanding that definitive agreements have not been executed
between TieTek and the customer and between TieTek and OC. This
provision shall survive the term or the validity hereof.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
above written:
XXXXX CORNING INC. TieTek Inc.
BY___________________________ BY___________________________
NAME:________________________ NAME:________________________
TITLE:_______________________ TITLE:_______________________
Witness:_____________________ Witness:_____________________
Date: _______________________ Date: _______________________
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