Memorandum of Understanding
This Memorandum of Understanding ("MOU") is made by and between:
SulphCo, Inc., a Nevada corporation with offices at 0000 Xxxx Xxxx, Xxxx,
Xxxxxx, Xxxxxx Xxxxxx of America, 89502 ("SulphCo")
And
Xxxxxxx Corporation, a Nevada corporation with offices at 0000 Xxxx Xxx
Xxxxxxxxx, Xxxxxxx, Xxxxx, Xxxxxx Xxxxxx of America, 77056 ("Bechtel").
Recitals:
A. SulphCo is the owner of intellectual property rights in relation to a
novel process for the removal of organic sulfur compounds from fossil
or petroleum-derived fuel that combines oxidative desulfurization with
the use of ultrasound ("the Proprietary Technology").
X. Xxxxxxx is one of the leading engineering and construction firms in the
world, and a key player in the management of facilities and
infrastructure providing engineering, procurement, construction,
project management and project financing services in the oil production
and refining industry.
X. Xxxxxxx and SulphCo have expressed interest in forming a business
relationship with each other that will allow Bechtel to enjoy the
benefits of the Proprietary Technology.
Subject Matter:
1. Bechtel will undertake a due diligence investigation of the Propriety
Technology. Such due diligence is to be completed within 30 to 60 days
of execution of this MOU.
2. Xxxxxxx'x due diligence will involve an evaluation of the Proprietary
Technology including a study of its practicality, safety and the
economics for commercial implementation of the Proprietary Technology.
This will include an inspection of the Propriety Technology in a
laboratory setting either in the SulphCo facility in Reno, Nevada
and/or at the University of Southern California.
3. Bechtel will keep SulphCo informed of the progress of its due diligence
effort with timely updates.
4. Bechtel acknowledges that all information provided to it by SulphCo
concerning the Proprietary Technology is the subject of a
non-disclosure agreement executed between Bechtel and SulphCo on
December 18, 2000.
5. If on conclusion of its due diligence effort, Bechtel is reasonably
satisfied of the commercial potential for the Proprietary Technology,
it will so notify SulphCo and the parties will commence good faith
negotiations to establish a business relationship whereby Bechtel will
a) become SulphCo's exclusive global licensing agent for the
Proprietary Technology, b) develop plans for commercialization of the
Proprietary Technology, and ck) establish budgets and funding
strategies to support the commercialization activities for the
Proprietary Technology. SulphCo retains the right to assist in sales.
6. The provisions of paragraph 6 above are merely a record of the present
intentions of SulphCo and Bechtel concerning the establishment of a
business relationship and not intended to constitute a binding legal
agreement between the parties.
7. In consideration of Xxxxxxx'x role in managing the commercialization of
the Proprietary Technology, Bechtel will be entitled to share in the
licensing fees generated from licensing the Proprietary Technology on
an equitable basis as agreed upon by the parties.
1
8. Under no circumstances shall Bechtel or SulphCo be liable to each other
for any consequential, incidental or indirect damages, whether arising
in tort, contract, strict liability, breach of contract, or otherwise,
and Bechtel and SulphCo hereby release each other and their affiliates,
subsidiaries, officers, employees and agents from all such loss or
damage.
9. The law of this agreement shall be the law of the state of Nevada and
the parties hereby submit to the jurisdiction of the courts of Nevada.
Dated this 2nd day of January, 2001.
Signed for and on behalf of SulphCo
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Chief Executive Officer
Signed for and on behalf of Bechtel
/s/ L. K. Xxxxxx
----------------
Xxxxx Xxxxxx
Principal Vice President
Manager, Refining Center of Excellence
2
