Exhibit 10.2
Global Green Solutions (Europe) Business Development and Support Services 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
STAKEHOLDERS LETTER of AGREEMENT
BUSINESS DEVELOPMENT and SUPPORT SERVICES.
COMMERCIAL EXPLOITATION of VERTIGRO ALGAE TECHNOLOGIES, -ALGAE BIOMASS PRODUCTION TECHNOLOGY.
Whereas, the respective parties, have agreed to jointly participate in a "Venture" to provide business development and support services arising out of a Algae Biomass Production Technologies known as "Vertigro".
Therefore, this "Letter of Agreement" will be the basis for a "Business Development and Support Services Agreement" and a "License Agreement" between "Global Green Solutions Inc" and a "Joint Venture" comprising "Global Green Solutions Inc" and "SGC Energia SGPS SA", which shall be the governing documents for their participation in the Joint 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 "Business Development and Support Services Agreement" and the "License Agreement" will be signed after completion of the Vertigro Technology development and yield testing planned 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. "
Global Green Solutions (Europe) Business Development and Support Services Stakeholders Letter of Agreement
1) Venture
a) Venture Name
i) Global Green Solutions (Europe) [Venture] (TBA).
b) Form of Venture
i) Legal Joint Venture [JV]. ii) A subsidiary of Global Green Solutions Inc. (TBA). iii) Country of Incorporation Portugal (TBA).
c) Stakeholders
i) Global Green Solutions Inc. [GGRN] ii) SGC Energia SGPS, SA [SGC]
d) Roles
i) GGRN - Managing Partner ii) SGC - Operations Support Partner
e) Interests
i) GGRN - 51% ii) SGC - 49% iii) Both GGRN and SGC 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%)
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.
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.
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Global Green Solutions (Europe) Business Development and Support Services Stakeholders Letter of Agreement
2) Technology Provider (continued)
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, ...
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