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SGC Holdings / Global Green Solutions - Pilot & Production Facilities Joint Venture & Stakeholders Letter of Agreement.
Exhibit 10.1
SGC Energia and Global Green Solutions
Pilot & Production Facilities
Stakeholders Letter of Agreement
10th July 2007
GLOBAL GREEN SOLUTIONS INC. (Hereinafter known as " GGRN" )
Suite 1010
789 West Pender Street
Vancouver, BC V6C 1H27
SGC ENERGIA SGPS, SA (Hereinafter known as " SGC" )
EN 10, Km 125,47
Quinta da Hortinha, Alhandra,
2601 -908 Villa France da Xira
Portugal
STAKEHOLDERS LETTER of AGREEMENT
PILOT & PRODUCTION FACILITIES OPERATING AGREEMENT. COMMERCIAL EXPLOITATION of VERTIGRO ALGAE TECHNOLOGIES, -ALGAE BIOMASS PRODUCTION TECHNOLOGY.
Whereas, the respective parties have agreed to jointly participate in a "Venture" to build and operate production facilities arising out of Algae Biomass Production Technologies known as "Vertigro".
Therefore this "Letter of Agreement" will be the basis for a "Operating Agreement" and a "License Agreement" between "Global Green Solutions Inc" and SGC Energia SGPS, SA" which shall be the governing documents for their participation in the Venture; and
GGRN confirms that it represents the Vertigro Algae Technologies (VAT) Venture stakeholders in its role as the operating and commercialization partner as defined in the Vertigro Algae Technologies Stakeholders Letter of Agreement signed on the 25th June 2007.
The Parties agree the "Operating Agreement " and the "License Agreement" will be signed after completion of the Vertigro Technology development and yield testing planned for completion before the last day of September 2007, and shall include amongst other things, the basic terms of this "Letter of Agreement" as follows;
Note: Where further work is required on the subject the (TBA) Nomenclature means To Be Advised and/ or Agreed."
SGC Energia and Global Green Solutions
Pilot & Production Facilities
Stakeholders Letter of Agreement
1) Venture Structure
a) Venture Name
i) SGC (TBA) [Venture]
b) Form of Venture
i) Venture (TBA) on a project by project basis
ii) Country of Incorporation (TBA) on a project by project basis.
c) Stakeholders
i) SGC Energia SGPS, SA [SGC]
ii) Global Green Solutions Inc. [GGRN]
iii) Both SGC and GGRN has the right of assignment in part or in full to an associated entity or company where common ownership is greater than or equal to twenty percent (20%)
d) Roles
i) SGC - Venture Investor and Operator
ii) GGRN - Venture Technology and License Provider and Operating Support Partner
e) Interests
i) SGC Project Equity
ii) GGRN will determine its form of interest in the Venture on a project by project basis in consideration of;
a) Project Equity based on the valuation of the VAT Technology, or
b) Production Royalty, or
c) Part Project Equity and Part Production Royalty
2) Technology Provider
a) Vertigro Algae Technologies (VAT) is the Technology Provider for all "Vertigro" algae-biomass based applications. (known as the Venture Technology).
b) VAT is a joint venture between GGRN and Valcent Products Inc. where GGRN has the exclusive world wide license rights to the commercialization and is the managing and operating partner for the joint venture.
c) VAT shall insure its Intellectual Property (IP) protection of the Venture Technology remains in good standing and any potential infringement is dealt with.
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SGC Energia and Global Green Solutions
Pilot & Production Facilities
Stakeholders Letter of Agreement
2) Technology Provider (continued)
d) VAT shall use best efforts in the research and development of the Venture Technology in order to enable commercial exploitation of the Venture Technology by December 31, 2007.
e) Technology Intellectual Property (IP) will be managed by VAT.
f) Technology License Royalty will be managed by VAT.
g) The VAT Technology shall comprise a high yield, commercial scale production of Algae Biomass for industrial applications including, but not limited to bio-fuel feedstock.
h) The Technology Package provided by VAT and mandatory to all customers is planned to include the project technology license, algae, bioreactors, harvesting, oil extraction, algae health analysis and
monitoring and control systems, all other proprietary custom designed systems as may be required, design, engineering, operating and maintenance documentation, warranty and installation, commissioning, start-up support services.
i) The Operational Support Package provided by VAT and mandatory to all customers is planned to include an annual operating license, replacement bioreactors, extended warranty, remote monitoring and operational support services.
3) Technology Commercialization
a) GGRN has the exclusive world rights (excluding Nevada, Ghana and Malawi) to the sales and marketing and commercialization of the VAT Technology for all markets, applications, solutions and products.
b) GGRN shall provide to the Venture the non-exclusive rights to use the VAT Technology in Europe, Middle East and Africa (excluding South Africa) and in Portuguese speaking countries on the best
commercial terms.
c) Exclusivity can be "earned" for specific territory by the sales of the VAT technology for large scale facilities and/ or production volumes as related to the market size of the territory.
d) GGRN shall provide SGC first right of refusal in Portuguese speaking countries.
e) GGRN shall be required to approve all Venture projects which shall not be unreasonably withheld unless another facility operator has gained exclusivity for a territory on the basis defined above.
f) GGRN shall provide the Venture the first right of offer to provide production for third party customers, unless another facility operator has gained exclusivity for a territory on the basis defined above.
g) GGRN shall provide to SGC the first right of offer to gain exclusivity in a territory where another facility operator has built a VAT Technology facility.
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SGC Energia and Global Green Solutions
Pilot & Production Facilities
Stakeholders Letter of Agreement
3) Technology Commercialization (continued)
h) The Venture shall market the VAT Technology using the Venture trademark name of "Vertigro". Other derivations of the trademark may be developed by the Venture after approval by GGRN.
4) Pilot Plant Facility
a) SGC is committed to building a 1 hectare Pilot Plant facility near Lisbon, Portugal.
b) The Pilot Plant will provide for technology demonstration, further technology and product development and testing capabilities as required in supporting VAT Technology projects, products and applications in Europe.
c) The Pilot Plant will be built local to a source of Carbon Dioxide (CO2) in order to achieve optimal yields from the capital investment.
d) GGRN is committed to contributing the VAT Technology and services to SGC on a "Strategic Partner" cost basis in support of a non profit generating investment.
e) If the pilot plant products are sold to a third party, production royalties will be due to GGRN. GGRN shall grant SGC a development license for the facility which will define the procedures and approvals required for VAT technology biofuel development by SGC utilizing the pilot plant facility.
f) GGRN shall have access to the facility for the pu...
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