Nord Resources Corp.: Exhibit 10.17 - Filed by newsfilecorp.com









	  	A021101 
	Nord Resources Corporation 	  
	1 West Wetmore Road 	  
	Suite 203 	  
	Tucson, AZ 85705 	2nd January, 2013 
	USA 	  


Dear Wayne,

We confirm having PURCHASED from you under our contract
A021101 as follows

	Material: 	
      Johnson Camp Copper Cathodes. 

	  	
      

	Term: 	
      January 1, 2013 through March 31, 2013, and then
      renewable by mutual agreement unless otherwise terminated as provided
      herein. 

	  	
      

	Quantity: 	
      One hundred percent (100%) of production, estimated at
      three hundred (300) short tons. 

	  	
      

	Shipment: 	
      As produced. 

	  	
      

	Delivery: 	
      FCA Johnson Camp refinery, near Benson, AZ. 

	  	
      

	Payment: 	
      Nett cash by wire transfer in US Dollars to the Seller’s
      nominated account on Monday of the following week of production after
      presentation of invoice and release. 

	  	
      

	Price: 	
      The Comex Spot Settlement on each Friday for that weeks
      production, should the market be closed on Friday, Thursdays settlement
      will apply, Any production over the weekend and advised to Red Kite prior
      to the close, will be priced basis Monday’s settlement less 4 cents per
      pound. 

	  	
      

		
      For material below Grade 1 but within ASTM B-115-2004
      Grade 2 quality specifications (“Grade 2”), the parties will agree on a
      quality adjustment that is representative of transactions between major
      copper producers and consumers. 

	  	
      

		
      For Material below Grade 2, Buyer and Seller will
      negotiate in good faith, on a shipment by shipment basis, on the
      commercial terms which reflect fair market value. 

	  	
      

	Forecasts: 	
      Seller shall provide Buyer with a monthly forward
      production forecasts fifteen (15) days prior to each month and shall
      promptly notify Buyer of any material change in its most recent production
      forecast. 






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	Title and Risk: 	
      Title and legal ownership of Cathode sold shall pass from
      Seller to Buyer upon Delivery. Material shall be at the risk of Buyer at
      all times after it has been delivered to Buyer or otherwise made available
      to Buyer. 

	  	
       

	Assignment: 	
      Subject to the consent of Seller, Buyer may at any time
      assign its rights and interests in this proposed Agreement, in whole or in
      part, to any financial institution, affiliate of the Buyer, or third
      party. 

	  	
       

	Termination: 	
      Either party shall have the right, by providing thirty
      (30) days prior written notice to the other party, to terminate this
      Agreement if 




	 	(a) 	
      the other party commits a material breach of any of the
      terms and conditions of the Agreement; or

	 	 	 
	 	(b) 	
      any distress, execution or other process is levied upon
      any of the assets of the other party; or

	 	 	 
	 	(c) 	
      the other party closes or threatens to cease to carry on
      its business; or

	 	 	 
	 	(d) 	
      the other party has a bankruptcy order made against it,
      makes an arrangement or composition with its creditors, convenes a meeting
      of creditors, enters into liquidation or commences any other proceedings
      relating to insolvency or possible insolvency; or

	 	 	 
	 	(e) 	
      the financial position of the other party deteriorates to
      such an extent that in its opinion the capability of the other party to
      fulfill its obligations under the Agreement has been placed in
      jeopardy.




		
      Any such termination shall be without prejudice to any
      rights accrued or duties arising prior to termination. 

	  	
      

	Force Majeure: 	
      Seller reserves the right to defer the date of delivery
      or to reduce the volume of Material supplied if prevented from or delayed
      in the conduct of its business due to circumstances beyond the reasonable
      control of Seller, including, without limitation, acts of God,
      governmental actions, war or national emergency, acts of terrorism,
      protests, riots, civil commotions, fires, explosions, floods, epidemics,
      lock-outs, strikes or other labor disputes (whether or not relating to
      Seller’s workforce), or restraints or delays affecting carriers or delay
      in obtaining supplies of adequate or suitable materials. 

	  	
      

	General Provisions: 	
      If any provision of this Agreement is found by any court,
      administrative tribunal or arbitrator to be invalid or unenforceable in
      whole or in part, the remaining portions of the Agreement shall be deemed
      severable and shall continue in full force and effect.







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      Any failure or delay by either party in enforcing any
      rights under this Agreement shall not be construed as a waiver of any
      rights under this Agreement. 

	  	
       

		
      Any waiver of any breach or default under this Agreement
      shall not constitute a waiver of any subsequent breach or default and
      shall in no manner affect any other terms of this Agreement. 

	  	
       

		
      No provision of this Agreement shall be enforceable by
      any person or entity that is not a party to this Agreement. 

	  	
       

	Governing Law: 	
      The formation, existence, construction, performance,
      validity and all aspects of this Agreement shall be governed by Arizona
      law without reference to principles of conflict of laws. 

	  	
       

	Arbitration: 	
      Any dispute arising out of or in connection with this
      Agreement shall be referred to and settled by final and binding
      arbitration to be conducted in Maricopa County, Arizona, pursuant to the
      following provisions. 

	  	
       

		
      The arbitration shall be conducted by an Arbitrator
      mutually selected by the parties to the dispute. If said parties are
      unable to agree upon an Arbitrator within fourteen (14) days of notice of
      a dispute, the parties shall each appoint an Arbitrator. These two
      Arbitrators shall then select a third Arbitrator. All three Arbitrators
      shall have substantial commercial experience in the base metals industry.
      

	  	
       

		
      The costs of the Arbitrators shall be paid one-half by
      each party to the dispute pending the final resolution of the arbitration,
      at which time the Arbitrators shall have the right to order such fees be
      paid by the non- prevailing party if the majority of the Arbitrators
      determine that the non- prevailing party was unreasonable in maintaining
      its position in the matter which caused the dispute. In addition, the
      Arbitrators shall have the right to award attorneys’ fees and other costs
      of arbitration against the non-prevailing party. 

	  	
       

		
      An arbitration arising under this Agreement shall be
      controlled by the rules promulgated by the American Arbitration
      Association for the resolution of commercial disputes, except those rules
      requiring use of the American Arbitration Association to administer the
      proceeding. 

	  	
       

		
      The Arbitrators shall have the authority to take any
      action to require the arbitration proceeding to be completed and the
      Arbitrators’ award issued within one hundred fifty (150) days of the
      selection of the Arbitrators. The Arbitrators shall have the authority to
      resolve any dispute regarding the terms of this Agreement or any document
      related hereto. The 







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Arbitrators, either during the
pendency of the arbitration proceeding or as part of the arbitration award, may
grant provisional or ancillary remedies.

Any arbitration proceeding hereunder
shall be brought only in Maricopa County, Arizona, and both parties consent to
the jurisdiction therein. The parties to the Agreement hereby waive any and all
rights to appeal the decision of the Arbitrators and further agree that the
Arbitrator’s decision as to any dispute arbitrated pursuant hereto shall be
final and binding. Judgment upon the Arbitrators’ award may be entered in any
court having jurisdiction.


	Buyer 	 Seller 
	 	 
	/s/ Barry Feldman 	/s/ Wayne Morrison 
	 	 
	Barry Feldman 	Wayne Morrison 
	Senior Vice President 	Chief Executive Officer







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TERMS AND CONDITIONS OF PURCHASE

	1. 	
      Interpretation

	1.1. 	
      The definitions and rules of interpretation in this
      condition apply in these Conditions. Company: Red Kite Master Fund
      Limited

		
      Contract: the Order and the Seller’s acceptance of the
      Order.

		
      Goods: any goods agreed in the Contract to be purchased
      by the Company from the Seller (including any parts of them).

		
      Order: the Company’s written instructions to supply the
      Goods, incorporating these Conditions.

		
      Seller: the person, firm or Company who accepts the
      Company’s Order.

	 	 
	2. 	
      Application of Terms

	2.1. 	
      Subject to any variations under condition 2.4, these
      Conditions are the only conditions upon which the Company is prepared to
      deal with the Seller and they shall govern the Contract to the entire
      exclusion of all other terms and conditions.

	2.2. 	
      Each Order for Goods by the Company from the Seller shall
      be deemed to be an offer of the Company to buy Goods subject to these
      Conditions and no Order shall be accepted until the Seller either
      expressly by giving notice of acceptance, or impliedly by fulfilling the
      Order, in while or in part accepts the offer.

	2.3. 	
      No terms and conditions endorsed upon, delivered with or
      contained in the Seller’s quotation, acknowledgement or acceptance of
      order, specification or similar document shall form part of the Contract
      and the Seller waives any right which it otherwise might have to rely on
      such terms and conditions.

	2.4. 	
      These Conditions apply to all the Company’s purchases and
      any variation to these conditions shall have no effect unless expressly
      agreed in writing and signed by an authorised person of the
  Company.

	 	 
	3. 	
      Delivery and Risk

	3.1. 	
      Unless otherwise provided in the Contract or in these
      Conditions, the lncoterms, latest version, shall apply to the
    Contract.

	3.2. 	
      Time for delivery shall be of the essence.

	3.3. 	
      If any Goods are not delivered on the due date then,
      without prejudice to any other rights which it may have, the Company
      reserves the right to:

		3.3.1. 	
      cancel the Contract in whole or in part;

		3.3.2. 	
      refused to accept any subsequent delivery of the Goods
      which the Seller attempted to make;

		3.3.3. 	
      recover from the Seller any expenditure reasonably
      incurred by the Company in obtaining the Goods in substitution from
      another supplier; and

		3.3.4. 	
      claim damages for any additional costs, loss or expenses
      incurred by the Company which are in any way attributable to the Seller’s
      failure to deliver the Goods on the due date.







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	4. 	
      Quality and Indemnity

	4.1. 	
      The Goods shall be of the best quality, material and
      workmanship, be without fault and conform in all respects with the Order
      and specifications supplied or advised by the Company to the
  Seller.

	4.2. 	
      The Seller shall keep the Company indemnified in full
      against all direct, indirect or consequential liabilities (all three of
      which terms include, without limitation, loss of profit, loss of business,
      depletion of goodwill and like loss), loss damages, injury, costs and
      expenses (including legal and other professional fees and expenses)
      awarded against or incurred pre-paid by the Company as a result of or in
      connection with

		4.2.1. 	
      defective materials, quality or workmanship;

		4.2.2. 	
      any claim made against the Company in respect of any
      liability, loss, damage, injury, cost or expense sustained by the
      Company’s employees, agents or by any customer or third party to the
      extent that such liability, loss, damage, injury, cost or expense was
      caused by, relates to or arises from the Goods as a consequence of direct
      or indirect breach or negligent performance or failure or delay in
      performance of the terms of the Contract by the Seller.

	 	 	 
	5. 	
      Price

	5.1. 	
      The price for the Goods shall be stated in the Order and
      unless otherwise agreed by the Company in writing shall be exclusive of
      value added tax but inclusive of all other charges.

	5.2. 	
      Time for payment shall not be of the essence.

	 	 
	6. 	
      Licenses

	6.1. 	
      The Seller shall obtain and keep in good standing all
      governmental permits and licenses, as the case may be, which are necessary
      or expedient for the performance of the Seller’s obligations under the
      Contract.

	 	 
	7. 	
      Termination

	7.1. 	
      The Company shall have the right at any time by giving
      notice in writing to the Seller to terminate the Contract forthwith
    if

		7.1.1. 	
      the Seller commits a material breach of any of the terms
      and conditions of the Contract; or

		7.1.2. 	
      any distress, execution or other process is levied upon
      any of the assets of the Seller; or

		7.1.3. 	
      the Seller closes or threatens to cease to carry on its
      business; or

		7.1.4. 	
      the Seller has a bankruptcy order made against him, makes
      an arrangement or composition with his creditors, convenes a meeting of
      creditors, enters into liquidation or commences any other proceedings
      relating to insolvency or possible insolvency; or

		7.1.5. 	
      the financial position of the Seller deteriorates to such
      extent that in the opinion of the Company the capability of the Seller
      adequately to fulfil its obligations under the Contract has been placed in
      jeopardy.

	7.2. 	
      The termination of the Contract, however arising, shall
      be without prejudice to the rights and duties of the Company accrued prior
      to termination.







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	8. 	
      Force Majeure

	8.1. 	
      The Company reserves the right to defer the date of
      delivery or payment or to cancel the Contract or reduce the volume of the
      Goods ordered if prevented from or delayed in the carrying on of its
      business due to circumstances beyond the reasonable control of the Company
      including, without limitation, acts of God, governmental actions, war or
      national emergency, acts of terrorism, protests, riot, civil commotion,
      fire, explosion, flood, epidemic, lock-outs, strikes or other labour
      disputes (whether or not relating to either party’s workforce), or
      restraints or delays affecting carriers or inability or delay in obtaining
      supplies of adequate or suitable materials.

	 	 
	9. 	
      General

	9.1. 	
      The Seller shall not be entitled to assign the Contract
      or any part thereof without the prior written consent of the
    Company.

	9.2. 	
      The Company may assign the Contract or any part of it to
      any person, firm or company.

	9.3. 	
      Each rights and remedy of the Company under the Contract
      is without prejudice to any other right or remedy that the Company may
      have whether under the Contract or otherwise.

	9.4. 	
      If any provision of the Contract is found by any court,
      tribunal or administrative body of competent jurisdiction to be wholly or
      partly illegal, invalid, void, voidable, unenforceable or unreasonable it
      shall, to the extent of such illegality, invalidity, voidness,
      voidability, unenforceability or unreasonableness, be deemed severable and
      the remaining provisions of the Contract and the remainder of such
      provision shall continue in full force and effect.

	9.5. 	
      Failure or delay by the Company in enforcing or partially
      enforcing any provision of the Contract shall not be construed as a waiver
      of any of its rights under the Contract.

	9.6. 	
      Any waiver of the Company of any breach of, or default
      under, any provision of the Contract by the Seller shall not be deemed a
      waiver of any subsequent breach or default and shall in no way affect the
      other terms of the Contract.

	9.7. 	
      The parties to the Contract do not intend that any term
      of the Contract shall be enforceable by virtue of the Contracts (Rights of
      Third Parties) Act 1999 by any person that is not a party to it.

	 	 
	10. 	
      Governing Law and Jurisdiction

	10.1. 	
      The formation, existence, construction, performance,
      validity and all aspects of the Contract shall be governed by English
      law.

	10.2. 	
      All disputes arising out of or in connection with the
      Contract shall be finally settled by arbitration in London pursuant to the
      Rules and Regulations of the London Metal
Exchange.







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