Bioenergy Memorandum of Understanding

Bioenergy Memorandum of Understanding

Parties

Party A Name:

Party B Name:

Recitals

WHEREAS, Party A is engaged in activities relating to the production, conversion or supply of bioenergy feedstock and associated logistics and seeks to identify commercial opportunities to convert biomass or organic waste into renewable fuels, heat, or power; and

WHEREAS, Party B has technical capability, proprietary processes, and/or access to technologies, facilities, or markets relevant to bioenergy project development and desires to collaborate with Party A to evaluate, pilot and, subject to agreement, implement bioenergy projects; and

WHEREAS, the Parties wish to set forth their mutual understanding regarding objectives, roles, responsibilities, confidentiality and basic commercial terms in order to facilitate subsequent definitive agreements.

Scope of Work

The Parties agree to collaborate on the following activities. The Parties will use reasonable efforts to perform tasks described below and document milestones and deliverables in the schedule appended or otherwise agreed in writing.

Payment Terms

In consideration of services and activities described in Scope of Work, Party responsible for payment will pay the other Party in accordance with the following terms.

All invoices must reference the applicable milestone or deliverable and supporting documentation. Unless otherwise agreed in writing, disputed amounts must be notified within ten (10) business days of receipt of invoice; undisputed amounts remain due and payable in accordance with the schedule above.

Term and Termination

This Memorandum shall commence on and, unless earlier terminated as provided below, shall continue until .

Either Party may terminate this Memorandum for convenience upon written notice delivered at least days prior to the effective date of termination. Either Party may terminate immediately for cause upon material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

Each Party (the Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the Discloser). "Confidential Information" means technical, commercial, financial or other non-public information disclosed in any form and identified as confidential or that, by its nature, would reasonably be considered confidential.

Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public other than by a breach of this Memorandum; (b) was known to Recipient prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of the Discloser’s Confidential Information. Recipient may disclose Confidential Information to its employees, affiliates, contractors and advisors who have a need to know and are bound to confidentiality obligations no less protective than those set forth herein.

The Parties agree that the confidentiality obligations set forth in this section shall survive termination of this Memorandum for a period of years. The Parties acknowledge that breach of confidentiality may cause irreparable harm and that the Discloser shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Binding Effect

Except as expressly provided in the Confidentiality section and except for any obligations specifically stated in Payment Terms that the Parties designate as binding, this Memorandum is intended only as a statement of mutual understanding and does not create legally binding obligations to consummate any transaction. The Parties may enter into separate definitive agreements that will govern any binding commitments.

To make Payment Terms binding, both Parties must indicate agreement by selecting the box below. Parties agree Payment Terms are binding

Governing Law

This Memorandum shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Memorandum shall be resolved in the state or federal courts located within that State, and the Parties submit to the exclusive jurisdiction of such courts.

Entire Agreement; Amendment

This Memorandum, including any written schedules or attachments executed by both Parties, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. This Memorandum may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

Notices

All notices or communications required or permitted under this Memorandum shall be in writing and delivered to the addresses set forth for each Party above or to such other address as a Party may designate in writing. Delivery may be made by hand, overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

Miscellaneous

Neither Party may assign its rights or delegate its obligations under this Memorandum without the prior written consent of the other Party, except to an affiliate or purchaser of substantially all of its assets. If any provision of this Memorandum is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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