Memorandum of Understanding
Exhibit
99.2
Made
on
August 1, 2006 (the "Effective
Date")
by
and
between:
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1.
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SulphCo,
Inc., a
Nevada corporation having its registered office at 000 Xxxxx Xxxxxxx
Xxxxx, Xxxxxx, XX 00000, XXX ("SulphCo");
and
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2.
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Xxxxxxx
Capital International Ltd, a
Hong Kong corporation having its registered office at Two Chinachem
Plaza
(12th Floor), 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx SAR
("PCI").
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Whereas:
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A.
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SulphCo
developed and owns or has rights to certain patents, patent applications
and certain other intellectual properly relating to the treatment
of
petroleum products referred to as Sonocracking (the "Technology").
The
Technology is protected inter
alia through
the US patents no. 6'402'939, 6'500'219, 6'652'992, 6'827'844 and
6'897'628.
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B.
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SulphCo
and Trans Gulf Petroleum, a company incorporated under the laws of
the
United Arab Emirates ("Trans
Gulf Petroleum"), are
the two shareholders (with equal stakes) in Fujairah Oil Technology,
LLC
("FOT"), a joint venture company established in the Emirate of Fujairah,
UAE. FOT is currently constructing 210,000 barrels per day Sonocracking
facility in Fujairah (the "Fujairah
Facility").
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C.
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PCI
is an international, privately-held corporation providing technical
and
marketing advisory services to
the petroleum industry, with field offices in New York City, Beijing,
Mexico City, Luanda and (as
of
September 1, 2006) Dubai.
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The
parties agree as follows:
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1.
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Appointment.
As
from the Effective Date, SulphCo appoints PCI as its advisor and
coordinator for operational logistics associated to the Technology
and for
the commercial marketing of the Technology-enhanced petroleum and/or
petroleum products, which appointment PCI accepts. Operational logistics
shall specifically include marine terminal capabilities, storage
and
tanker capacities, import and export management and shipping coordination,
including in particular but without
limitation in relation to the Fujairah Facility. PCI confirms being
aware
of the existence and terms
of the Memorandum of Association dated 29 November 2005 between SulphCo
and Trans Gulf Petroleum
(the "MoA"). Nothing herein shall affect, or be construed as affecting,
the rights of any of
SulphCo, Trans Gulf Petroleum and/or FOT under the
MoA.
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2.
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PCI
Assessment. PCI
shall conduct a professional assessment of the logistical requirements
and
marketing
opportunities evolving from and associated with the operation of
the
Fujairah Facility. For
these purposes, PCI will, at its cost, send to Fujairah such number
of
professionals as it deems appropriate
to undertake this task. SulphCo will provide PCI with all necessary
assistance and support
to
allow PCI to complete its assessment in a timely
manner.
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3.
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PCI
Report. Upon
conclusion of its assessment in Fujairah, PCI will present SulphCo
with a
written analysis of the potential issues and the opportunities associated
with the operation of the Fujairah Facility (the "PCI
Report").
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4.
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Joint
Evaluation. SulphCo
and PC1 will jointly evaluate the PCI Report and determine their
interest
to
further cooperate in the implementation of those findings of the
PCI
Report that will be accepted by
SulphCo (such future cooperation, if applicable, being hereafter
referred
to as the "Cooperation").
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5.
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Form
of Cooperation. The
Cooperation may tale the form or a contractual relation and/or a
joint
venture company between SulphCo, PCI and/or such third party partner
as
SulphCo and PCI may mutually agree
upon.
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| 6. |
Applicable
law and arbitration. This
Memorandum of Understanding shall be construed, interpreted and governed
by the laws of England. Any dispute arising out of or in connection
with
this Memorandum of Understanding which cannot be settled amicably
shall be
referred to and finally resolved by arbitration under the Rules of
International Arbitration of the International Chamber of Commerce
in
force on the date when the Notice of Arbitration is submitted in
accordance with these Rules, which Rules are deemed to be incorporated
by
reference into this Clause. The language of the
arbitration
shall be English and the place of arbitration shall be
London.
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Xxxxxxx
Capital International Ltd
By:/s/Xxxxxxx
Xxxxxxxxx
Name:
Xxxxxxx
Xxxxxxxxx
Title:
President & CEO
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SulphCo,
Inc.
By:/s/
Xxxxxx X. Xxxxxxxxx
Title:
Chairman
- CEO
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