Memorandum of Understanding

Memorandum of Understanding

By and Between

                                             Tetractys S.A.

                                                   (“ TYS”)





June 2019

Memorandum of Understanding

This Memorandum of Understanding (hereinafter referred to as “MOU”) is made on this

June 18, 2019, by and between

Tetractys S.A. ,39 rue Haute, L-4963 Luxembourg, R.C.S. Luxembourg B 183418, LU 2861 9358 (hereinafter referred to as “TYS”)


ClayLOK, LLC of [City, State], USA, company number xxxxxx, (hereinafter referred to as “CLK”),

for the Purpose of achieving the various aims and objectives relating to the combining of efforts to market and sell ClayLOK®. (hereinafter referred to as “Project(s)”).

WHEREAS Both TYS and CLK (hereinafter referred to as “Party(ies)”) desire to enter into an agreement in which TYS and CLK will work together to complete the Project(s);

AND WHEREAS TYS and CLK are desirous to enter into a MOU between them, setting out the working arrangements that each of the Parties agree are necessary to complete the Project(s).

THEREFORE the Parties agree as follows:


  1. The Parties record that this MOU forms the basis of the agreement, between them, and shall be amplified and reduced to more detailed terms, by its solicitors, in an appropriate Joint Venture Agreement and related documentation (hereinafter referred to as “JVA(s)”) as appropriate to the Project.
    1. A JVA must be finalised prior to proceeding with any Project beyond achieving Project approval.
    1. Individual Projects will be planned jointly by representatives of TYS and CLK.  Both Parties entering this MOU anticipate a continuing effort.
    1. Individual Projects will be documented separately as JVAs under this MOU, and all conditions established in the MOU shall apply to each JVA unless specifically noted in the JVA.
    1. The JVAs may contain additional terms as necessary and agreed upon by TYS and CLK.
    1. Each JVA will document, but not be limited to, mutually approved work plans, budgets, special conditions and project details.  These details will include project investigators, purpose, scope of work, schedule, implementation, and other items as necessary to successfully complete the Project.

Understandings Reached by the Parties

The understandings reached by the Parties are set below.  The Parties are committed to working cooperatively and in good faith, and to negotiating whatever other agreements, arrangements and undertakings are required, to give effect to these understandings.  Further, the Parties are committed to giving effect to the following understandings, to the extent possible:

  • For the avoidance of doubt, the relationship of the Parties, under this MOU, is not one of employment, joint venture or agency.
    • The Parties do not intend this MOU to be legally binding except where either Party could suffer from financial loss or would be detrimental to either TYS or CLK.  However, the parties expect that legally binding agreements will be separately negotiated and agreed, in the future, as referred to in clause 1.1; as individual Projects are progressed.
    • Both Parties agree that time is of the essence when completing tasks associated with the Project.
    • Each Party will work together in a coordinated fashion for the fulfillment of the Proposal.
    • To the extent possible, each Party will participate in the development of the Project.
    • In no way does this MOU restrict involved Parties from participating in similar agreements with other public or private agencies, organizations and individuals unless that agreement directly conflicts or competes with CLK or the Projects.
    • TYS will focus marketing and sales as the Exclusive Distributor for the ClayLOK in the EMEA (Europe, Middle East and Africa) countries (hereinafter referred to as “Territory”).  The aforementioned does not preclude TYS from seeking clients in other parts of the world, under the direct approval and supervision of CLK.
    • While the MOU is in force, TYS shall not, directly or indirectly, market, sell or promote the sale of, or otherwise commercially deal in or with, any products or services that directly compete or harm CLK and ClayLOK®.
    • This MOU does not create an obligation, of either Party, to disclose or transmit client’s contact information, trade secrets, formulas, design theories, proprietary software, native files, templates, Et cetera.
    • Nothing in this MOU shall obligate any Party to the transfer of monies.  Any endeavor involving reimbursement or contribution of monies between the Parties of this MOU will be handled in accordance with applicable laws, regulations, and procedures.  Such endeavors will be outlined in separate agreements that shall be made in writing by representatives of the Parties involved and shall be independently authorized by the appropriate statutory authority.  This MOU does not provide such authority.
    • To the extent possible, TYS will investigate each new potential client to ensure that they are solvent, reputable, forthright, reliable, and trustworthy so as to protect the financial and business interests of TYS, CLK, and the Projects.
    • CLK may prohibit TYS from marketing to any company or person that it reasonably believes is using the CLK service offering in violation of the terms of this MOU or any Law.
    • It is understood that both Parties are independent contractors and engage in the operation of their own respective businesses.
    • The Parties agree that nothing in this MOU will constitute or be construed to constitute a Party as a partner, agent, an employee or a representative of any other Party.
    • Neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party.
    • Each Party shall be fully responsible for its own taxes, employees, servants and agents, and the employees, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever.
    • This MOU is not intended to and does not create any right, benefit, or trust responsibility.
    • This MOU will be effective upon the signature of both Parties.

Representations and Warranties of CLK

CLK warrants and represents as follows:

  • That it is a validly existing Corporation, in good standing under the laws of the jurisdiction in which it was incorporated.
    • That it has the capacity to enter into this MOU and all transactions contemplated herein and that all other actions required to authorize it to enter into and perform this MOU have been properly taken.
    • That CLK has the rights to manufacture and distribute a chemical product known as ClayLOK® used to stabilize clay based soils.
    • That it will not breach any other agreement or arrangement by entering into or performing this MOU.

Obligations of the Parties

  • The Parties acknowledge that no contractual relationship is created between them by this MOU, but agree to work together in the true spirit of cooperation to ensure that there is a united visible and responsive leadership of the Project and to demonstrate financial, administrative and managerial commitment to the Project.
    • In the performance of the services under this MOU, both parties shall at all times:
      • Exercise all reasonable skill, care and diligence in the discharge of their duties under this MOU.
      • Conform to sound business practice and professional standards.
      • Cooperate with one another and shall not impede the proper performance of services under this MOU.
      • Both parties shall cooperate fully with all clients concerning the operation of this MOU.
    • The Parties agree to undertake the following activities:
      • Work collaboratively to arrange regular coordination meetings to discuss new and existing clients, project developments, sales targets, client expectations, client feedback, milestone reporting, operational planning, corrective measures, competitor activity, future directions, Et cetera.
      • Arrange quarterly contract, financial and relationship review.
      • Arrange single points of contact, at each organization, through who contact information can be distributed.  See Schedule A
      • Share information, as needed, to support the undertakings of the MOU and subsequent future agreements.
      • Identify opportunities to maximize the effectiveness and efficiency of the Parties as they proceed with the Proposals
      • Provide open, two-way communication so problems can be highlighted and dealt with quickly and constructively.


The activities and services for the MOU shall include, but not be limited to:

  • Services to be rendered by TYS shall include, but not be limited to:
    • Upon execution of the MOU, TYS will provide CLK with a letter of good standing, issued by the appropriate authority from Luxembourg.  This letter should include the registered company name, the Company Number and a list of the company owners.
    • Diligently market and promote CLK and ClayLOK®, and solicit purchase orders for the Projects, in the Territory.
    • Maintain, in the Territory, an office and an adequately trained sales force knowledgeable of CLK and ClayLOK®.
    • When appropriate, travel to the client’s base of operations to further business relationships.
    • Participate in trade shows and exhibitions, in the Territory, where such participation is approved by CLK and will promote CLK and ClayLOK®.
    • Assist CLK in providing support services, to clients, in the Territory.
    • Fully and promptly answer all communications from CLK and its clients in the Territory.
    • To the extent possible, TYS will attend all scheduled meetings, video conferences, and conference calls; on a scheduled and as needed basis.
    • Render such assistance, as CLK may reasonably request, with respect to credit and money collection matters.
    • Bear responsibility for, providing and handling all invoices, payment of expenses, and collection of all customer payments.
    • Prepare, maintain, and submit to CLK, on a timely basis, all documentation and reports reasonably required, from time to time, to be prepared, maintained and submitted, including but not limited to, the following:
      • A database of information on clients; which database shall, at all times, be the property of TYS and CLK.
      • A quarterly report concerning clients, actual or pending purchase orders, competitive products, trade conditions within the Territory and related matters.
      • A quarterly marketing plan issued for approval by CLK.
      • A written forecast of expected orders in the following six month period, which shall be submitted to CLK prior to the beginning of each calendar quarter.  All documentation and reports shall comply with any guidelines issued by CLK from time to time.
  • Services to be rendered by CLK shall include, but not be limited to:
    • CLK will be solely responsible for all corporate matters for CLK and ClayLOK®.
    • Manage all new research and development as well as the protection of the associated intellectual property.
    • Develop promotional materials, for CLK and ClayLOK®, appropriate for use in the Territory.
    • Provide relevant training and field sales support to TYS sales personnel with the frequency and content of the training, to be determined by CLK.
    • Upon approval and within budget, place advertisements in applicable publications and participate in trade shows and exhibitions where such participation will promote CLK and ClayLOK®.
    • Manage all design work, problem solving, estimating, documentation, quality control packages, Et cetera for all Projects.
    • CLK will provide overall project coordination, project management and implementation of the Projects.  CLK, from time to time, will solicit out-of-house professional advice, paid by the Projects, to secure the optimal development of the Projects.
    • CLK will exclusively manufacture the chemical formula, store the chemical formula, deliver the chemical formula and mix the chemical formula, for the client, for every Project.
    • CLK will provide, when necessary, soil sampling, soil testing, and chemical installation training and certification to clients that request and pay for such training.
    • CLK, upon consultation from TYS, will set the maximum retail price of a 200 liter barrel of ClayLOK®, for each specific country, from time to time.
    • CLK, upon consultation from TYS, will set the maximum retail price for all support services to be offered for a given Project.
    • CLK, upon consultation from TYS, will set the percentage profit to be provided to re-sellers as well as TYS for a given Project.


The Parties agree that all funding necessary to fulfill their individual financial contributions, with regards to a Project, shall be fully funded by pre-payment provided by the client, for the execution of that Project.  At no time, will CLK make money deposits or purchase the rights to complete a Project.


  • The MOU will outline the framework of the compensation procedure that will then be expanded upon in individual JVAs; for each specific approved Project.  Each JVA will be documented and approved by a signing authority of TYS and CLK prior to proceeding with the Project.  The compensation framework is attached to this MOU in Schedule B.
    • All invoicing and expenses will be in USD or EUR currency unless specifically agreed upon for a specific Project.  CLK may accept another currency, other than USD or EUR, if it has been agreed upon, in writing, prior to the start of the Project.  
    • The Parties agree to create different pricing lists for different countries, in an effort to be competitive in each country.  It is acknowledged that the prices for services and the chemical have a bottom pricing limit depending on the country and the volume purchased for a given Project.
    • Both Parties agree to be fiscally responsible and endeavor to economize designs, reduce costs and increase sales in order to increase the net profit of each Project.
    • Both Parties understand and agree to the following compensation framework:
      • Each JVA will outline and customize the breakout of compensation based on the location, the size and the timeframe of the Project.
      • The premise of the framework of compensation is to receive the gross income that pays all direct costs and indirect costs leaving the chemical sales net income to be split evenly (TYS 50% / CLK 50%).  TYS will have the burden of managing the receipt of income and payment of expenses for each Project.
      • The final installed price of the Project will be split into gross income of the chemical sales, gross income of soil testing, gross income of installation oversight, gross income of other miscellaneous services, direct costs and indirect costs.
      • Gross income of chemical sales will pay for all direct costs associated with the chemical manufacture, chemical shipment, chemical storage, chemical insurance, reseller fees, Et cetera.
      • Gross income of chemical sales will pay for a prorated portion of all other direct costs associated with the Project.
      • Gross income of soil testing will pay for a prorated portion of the direct costs associated with the soil testing.
      • Gross income of installation oversight will pay for a prorated portion of the direct costs associated with the installation oversight.
      • Gross income of other miscellaneous services will pay for a prorated portion of the direct costs associated with other miscellaneous services.
      • If one or more of the above services are provided by a trained and certified client or another trained and certified third party, other than TYS and CLK, the direct costs associated with those services will not be partially paid by the gross income of the chemical sales.
      • Direct costs are those expenditures that are directly related to a specific Project and as such are paid in full by that Project.  Each different direct cost will be paid by the income stream that it is associated with, as described above.
      • Indirect costs are costs that cannot be directly associated with a single Project but are necessary to conduct and grow the market for ClayLOK®.  Such expenses are accounting, marketing, travel expenses, product research and development, corporate expenses, training, estimate preparation, tools and equipment, Et cetera.
      • All of CLK’s indirect costs will be paid by the total gross income of the Project.  This indirect amount will be agreed upon for each separate Project.  The long term goal is to calculate a percentage of indirect expense, of the gross income, directly dependent on the final installed price of the Project.  Smaller Projects will have a larger percentage of the gross income in indirect costs and larger Projects will have a smaller percentage of the gross income in indirect costs.  These percentages can be compared to a yearly budgeted dollar figure and adjusted as the year proceeds.
      • TYS shall only incur costs and expense approved by CLK and associated with the marketing and sale of ClayLOK®.  TYS will be responsible for all unapproved expenses generated by TYS.
      • The net income from the chemical sales will be split as described above.
      • The net income from all other revenue streams will go to the Party that managed and completed the specific work.
      • As payments are deposited into the bank account of TYS’s choosing, for a Project; CLK and TYS will calculate an amount to release to the Parties as their part of the final net income payment for a given Project.  TYS will utilize the  compensation framework both Parties agreed upon to create a receipt and payment spend profile spread sheet to facilitate the calculated amount for release of payment.  TYS will release up to 70% of the estimated final net income payment as long as there are sufficient funds to pay the estimated expenses.  The final 30% of the net income payment will be issued once the client has paid the final invoice and all of the expenses have been accounted for.  The final income and expenses will be tabulated so that the final payment to CLK can be calculated. TYS commits to completing this work in a timely fashion.
      • If the client refuses to pay one or more invoices, for a given Project, and both TYS and CLK are unable to collect the funds, the income loss will be recovered from the gross income of the entire Project. Utilizing the receipt and payment spend profile spread sheet, TYS will recalculate the net income payouts for both Parties.  The money loss will come from the net income of both XYZ and CLK.  In the event that CLK has been paid in full prior to the payout being adjusted, TYS will request a return of the monies owed by a method agreed to by both Parties.
    • The Parties agree that for each Proposal, a forecasted estimate, expenditure budget and income / expenditure profile will be created in order to manage income and expenses.
    • The Parties agree that all direct expenses are to be covered by the specific Project.  If there are additional fees, taxes, bribes, other costs, Et cetera imposed on CLK for doing business in a specific country, those costs will be invoiced to the end‐user as an increase to the price of the chemical product or directly invoiced, depending on negotiations.
    • TYS will seek approval from CLK before incurring any indirect expenses as both Parties will be responsible for all indirect expenses.  Indirect expenses will include but not be limited to advertisement, sales travel, corporate meetings, research and any other expense that cannot be attributed to a specific Project.

Confidential Information

  • TYS must keep confidential (and ensure that TYS’s officers, employees, agents, distributors, contractors, sub-contractors and professionals and other advisers keep confidential), both during and after the continuance of the MOU, all the Confidential Information that comes into TYS’s possession.
    • The obligation of confidentiality under Clause 8.1 does not apply to:
      • The disclosure of information to the extent that it is required to be disclosed by law, any stock exchange regulation or any binding judgment, order or requirement of any court or other competent authority.
      • The disclosure, (subject to Clause 8.3) in confidence, to TYS’s professional advisers of information reasonably required to be disclosed for a purpose reasonably incidental to the MOU.
      • Information that is or becomes within the public domain other than as a result of a breach of the MOU.
    • TYS may only disclose the Confidential Information on a “need to know” basis to any of TYS’s officers, employees, agents, distributors, contractors, sub-contractors and professionals and other advisers that must have access to the Confidential Information in order to operate the Proposal and must:
      • Obtain a signed confidentiality agreement, in terms approved by CLK, from any person to whom TYS proposes to disclose any Confidential Information.
      • Inform all officers, employees, agents, distributors, contractors, sub-contractors and professionals and other advisers advising TYS in relation to the matters referred to in the MOU, or to whom TYS provides Confidential Information, that the information is confidential and must instruct them:
        • to keep it confidential; and
        • not to disclose it to any third party other than those persons to whom it has already been disclosed in accordance with the terms of the MOU.
    • If TYS or any person to whom TYS has directly or indirectly disclosed any Confidential Information, which breaches any of the provisions in this MOU, will immediately return or destroy the aforementioned Confidential Information.  If required, CLK will be entitled to injunctive relief in order to contain losses due to the breach of the Confidential Information.  Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity.
    • TYS:
      • TYS may during the currency of the MOU use the Confidential Information in any reasonable manner in the course of the Project but must not use the Confidential Information for any other purpose without CLK’s prior written approval.
      • TYS must not use the Confidential Information for any purpose during the Non-Compete Period without CLK’s prior written approval.
      • TYS, in addition to any damages otherwise payable, make to CLK an account of profits arising from any transactions in which TYS has made using the Confidential Information in breach of Sub-clause 8.5.1 or 8.5.2.
    • CLK must keep confidential any information it receives or develops in relation to TYS’s performance, earnings, clients or prospective clients under the MOU, provided that the obligation of confidentiality under this Clause does not apply to:
      • The disclosure of information to the extent that it is required to be disclosed by law, any stock exchange regulation or any binding judgment, order or requirement of any court or other competent authority.
      • The disclosure in confidence to CLK’s professional advisers of information reasonably required to be disclosed for a purpose reasonably incidental to the MOU.
      • Information that is or becomes within the public domain other than as a result of a breach of the MOU.
      • Required disclosure for purposes of a sale of shares of CLK, or any holding company of CLK.
    • Neither TYS nor any entity associated with, or acting on behalf of, TYS may supply samples of ClayLOK® to any person for testing purposes without the prior written approval of CLK, which approval will specify the tests to be conducted and the testing methods to be employed.


  • TYS acknowledges CLK’s exclusive ownership of the Trademarks and acquires no right, title or interest in or to the Trademarks hereunder.  Any and all goodwill associated with the Trademarks will inure exclusively to the benefit of CLK.  During the Term of the MOU or the Non-Compete Period, TYS shall not attempt to register any of the Trademarks or any trademarks, service marks, logos, brand names, trade names, domain names and slogans confusingly similar to the Trademarks.
    • CLK hereby grants to TYS, for the Term of the MOU and subject to the terms and conditions herein, a non‐exclusive, non‐transferable, revocable right to use the Trademarks in connection with the marketing and promotion of the Products in the Territory in accordance with the terms and conditions of the MOU and any guidelines issued by CLK, from time to time.  During the Term of the MOU, TYS shall have the right to indicate to the public that it is an authorized Agent and the exclusive Distributor for the EMEA countries of CLK and ClayLOK®.
    • Any type of marketing and advertisement will always display the full company name of CLK and the Trademark ClayLOK®.  TYS is granted the right to display their company name in conjunction with the company name of CLK.
    • At no time, will any new company name be displayed on marketing and advertisement material, physical or digital, unless agreed upon in writing by CLK.
    • At no time, will ClayLOK® be marketed or advertised, whether physically or digitally, under a different brand name.
    • Any type of marketing and advertisement, informing the public about CLK and ClayLOK®, must be agreed to, in writing, by both Parties, on a case by case basis.

Communication Strategy

The Parties agree and understand that the appropriate communication of the MOU is critical to the success of the initiative outlined in the MOU, and therefore will agree to a communication plan maintained by each Party and supplied to the other Party.

The Parties shall develop a Communication Plan within sixty (60) days of execution of the MOU. This will define each Party’s chain of command pursuant to the MOU, and identify the contacts and intended representatives of each party.

The Communication Plan will include, but is not limited to:

any media or other public relations contact;

contact or contacts to receive reports of any failures, insufficiencies, or other concerns with services under this MOU; 

the phone number(s) and e-mail address of each contact in Clause 10.3.2 above; and

a Problem Resolution Plan;

The Parties agree marketing of the vision and any media or other public relations contact shall be consistent with the aims of the Proposal and only undertaken with the express written consent of both Parties.  

Where it does not breach any Confidential Information protocols, each party shall exercise open and transparent communication at all times.

The Parties shall use good faith efforts to co-coordinated communications made with external organizations to elicit their support and further the aims of the Project.

The Parties must keep and maintain the Communication Plan at all times.

In the event of any changes or updates to the Communication Plan, each Party shall supply an updated communication plan to the other party within twenty-four (24) hours of such update.

Reservation of Rights by CLK

CLK retains and shall have the rights set forth below, exercisable with 30 days’ notice TYS, and without liability to CLK for damage or injury to property, person or business, constructive or actual, or disturbance of TYS’s performance of this MOU:

  1. modify, alter, improve, change or discontinue any of the Products or Product lines related to any Project subject to this MOU;
    1. make additions to, deletions from or modifications in -the designs, specifications, components, ingredients and packaging of ‘any or all of the Products related to any Project subject to this MOU;
    1. cease designing, developing, manufacturing and assembling any and all of the Products related to any Project subject to this MOU; and
    1. cease marketing, selling and distributing all or any of the Products from time to time as may be necessary for CLK.
    1. To audit, investigate or otherwise review any Project or reseller to ensure all testing, design, procedures, quality control, Et cetera are maintained to the standard detailed in the MOU.


Subject to any other provision of this MOU which specifically provides otherwise, each Party (“Indemnifying Party”) shall have no claim, against the other Party (“Indemnified Party”), of any nature whatsoever under this MOU arising out of or in any way directly or indirectly connected with the performance of this MOU. The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnified Party from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorney’s fees, whether suffered, made, instituted, or asserted by any other party or person, in relation to this MOU, proximately caused by the Indemnifying Party’s negligence or willful misconduct, regardless of form of action. The Indemnified Party agrees to notify the Indemnifying Party promptly, in writing, of any written claims, lawsuits, or demands for which it is claimed that the Indemnifying Party is responsible under this Section and to cooperate in every reasonable way to facilitate defense or settlement of claims. The Indemnified Party shall have complete control over defense of the case and over the terms of any proposed settlement or compromise thereof. The Indemnifying Party shall be liable under this Section for settlement by the Indemnified Party or any claim, lawsuit, or demand, if the Indemnifying Party has not approved the settlement in advance, unless the Indemnifying Party has had the defense of the claim, lawsuit, or demand tendered to it in writing and has failed to assume such defense. In the event of such failure to assume defense, the Indemnifying Party shall be liable for any reasonable settlement made by the Indemnified Party without approval of the Indemnifying Party.

Notwithstanding any other provision in this MOU, neither Party shall assume, or be deemed to have assumed or guaranteed, or otherwise be responsible for any liability, obligation or claims of any nature incurred by TYS, relating to or arising out of TYS’s performance or execution of the MOU, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences of TYS or any other third party prior to execution of this MOU.


  1. Each Party shall maintain in full force throughout the Term, liability insurance (including but not limited to public liability, employer’s indemnity and worker’s compensation insurance), providing coverage on an occurrence form basis with limits of not less than Two Hundred Thousand Dollars ($200,000.00). Each Party’s liability insurance policy or policies shall: (i) provide that the insurance company has the duty to defend all insureds under the policy; (ii) provide that defense costs are paid in addition to and do not deplete any of the policy limits; (iii) cover liabilities arising out of or incurred in connection with the MOU, as applicable; and (v) extend coverage to cover liability for the actions of each Party, their employees, agents and representatives. Each policy of liability insurance required by this Section shall: (i) contain a cross liability endorsement or separation of insureds clause; (ii) provide that any waiver of subrogation rights or release prior to a loss does not void coverage; (iii) provide that it is primary to and not contributing with, any policy of insurance carried by the other Party covering the same loss; and (iv) provide that any failure to comply with the reporting provisions shall not affect coverage provided to the other Party.
    1. Each Party will be responsible for its own insurance and as such must purchase and maintain the applicable insurance as required by each specific Proposal, from time to time.

Dispute Resolution

Unless otherwise provided by this MOU, any and all disputes arising under, pertaining to or touching upon this MOU or the statutory rights or obligations of either party hereto, shall, if not settled by negotiation, be subject to mediation before an independent mediator selected by the parties. Notwithstanding the foregoing, both parties may seek preliminary judicial relief if such action is necessary to avoid irreparable damage during the pendency of the mediation proceedings. Any demand for mediation shall be made in writing and served upon the other party to the dispute, by certified mail, return receipt requested, or at the address provided by the parties. The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought. The mediation hearing will occur at a time and place convenient to the parties in Luxembourg within 30 days of the date of selection or appointment of the mediator.


This MOU shall come into force on the date of execution, (“Commencement Date”) and shall remain in force for a period of two (2) years unless the MOU is earlier terminated in accordance with the provisions of this MOU. This MOU shall only be renewed by mutual agreement of the Parties in writing and executed by both parties.

Without prejudice to other provisions of this MOU, a Party (“Notifying Party”) shall promptly and in any event within 48 hours inform the other Party (“Receiving Party”) in writing in the event that it has reason to believe that circumstances exist or may be reasonably expected to occur that may prevent the Notifying Party from fulfilling its obligations under this MOU.  The notice shall indicate the circumstances that precipitate the delay and the remedial measures (if any) it has implemented to ensure compliance with its obligations (if possible).  The Receiving Party shall as soon as practicably possible and in any event no later than 72 hours from receipt of the Notifying Party’s notice acknowledge receipt and communicate its response to the notice.


Termination by CLK

CLK shall be entitled to terminate this MOU immediately without prejudice to any other remedy at its disposal by giving written notice to TYS, such termination immediately effective upon the giving of such notice of termination, if:

TYS fails to comply with its obligations under this MOU, and, if the failure can be cured, TYS fails to cure such a failure within fourteen (14) days written notice from CLK or declares that it will not be able to remedy the default within such time.

TYS fails to provide or maintain the required insurances or performance bond.

TYS has assigned or subcontracted all of the Works without having obtained the prior written consent of CLK.

Any pre-contractual statements made by TYS and on which CLK has relied upon are found to have been false or misleading.

TYS is found to have been fraudulent in the course of fulfilling its obligations under this MOU.  For the purpose of this clause acts of fraud include all those activities involving dishonesty and deception that can drain value from CLK’ s business and accrued goodwill, directly or indirectly, whether or not there is personal benefit.

Any competitor of CLK appoints one or more directors to TYS’s board;

Any competitor of CLK becomes able to materially influence the business decisions of TYS.

Termination by Either Party

Each Party shall be entitled to terminate this MOU by giving 7 days prior written notice to the other Party.

Force Majeure

For the purposes of this MOU, “Force Majeure” means an event which could not reasonably have been avoided by a diligent Party in the circumstances, which is beyond the reasonable control of a Party and which makes a Party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

Force Majeure shall not include any event which is caused by the negligence or intentional action of a Party or such Party’s representative or agents or employees, or by a failure to observe good professional practice.

Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.

The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this MOU insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms of this MOU.

A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay.  The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.

A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.


The Parties select as their respective addresses, the addresses set out in Schedule C for all purposes arising out of or in connection with this MOU at which addresses only all processes and notices arising out of or in connection with this MOU may validly be served upon or delivered by the Parties

Governing Law

All questions concerning the construction, validity, enforcement and interpretation of the MOU shall be governed by and construed and enforced in accordance with the laws of the European Union, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the MOU shall be commenced exclusively in the Court of Justice of the European Union sitting in Luxembourg City, Luxembourg. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Justice of the European Union sitting in Luxembourg City, Luxembourg for the adjudication of any dispute hereunder or in connection herewith or with any obligation contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this MOU and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this MOU, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.


Neither Party may assign or transfer the responsibilities or agreements made herein without the prior written consent of the non-assigning Party, which approval shall not be unreasonably withheld.


Either party may request variations to the MOU.  The Parties shall enter into discussions to agree on any required changes, revised pricing and time for performance. All changes to this MOU shall be reduced to writing and executed by both Parties.

No Waiver

Except where this MOU provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this MOU shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this MOU.


If any provision of this MOU is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.  If a court finds that any provision of this MOU is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

Change of address

Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.


Each party shall bear its own costs incurred in the negotiation, preparation and execution of this MOU.

Entire MOU

This MOU constitutes the entire MOU between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, MOUs, instant messages and emails, whether written or oral.


The following Parties support the goals and objectives of the Project:

In WITNESS WHEREOF the parties hereto have executed this MOU as of the date first above written:

SIGNED for and on behalf of )


by )

Bernard Goubau, Chief Executive Officer

June 18, 2019

In the presence of )

Stephane Legein,

June 18, 2019

SIGNED for and on behalf of )

ClayLOK, LLC (“CLK”) )

by )

W. Adam Dinwoodie, Chief Executive Officer

June xxx, 2019

In the presence of )


June xxx, 2019


Parties’ Representatives


Compensation Framework


Contact Information

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )