EXHIBIT
10.14


 


GROSS ROYALTY AGREEMENT


 


 


This Gross Royalty Agreement
(the “Agreement”) is entered into this 24th day of January 2012,
by and between Bleeding Rock LLC, a Utah limited liability company (“BR”), and American Sands Energy
Corp., a Delaware corporation (“ASEC”).


 


RECITALS


 


WHEREAS,
on this date ASEC has entered into that certain License, Development and Engineering Agreement with Universal Oil Recovery Corp.
and SRS International (the “License Agreement”);


 


WHEREAS, also
on this date ASEC and BR have entered into that certain Termination Agreement (the “Termination Agreement”)
whereby the prior Operating Agreement between Green River Resources, Inc., a Utah corporation, and BR was terminated;


 


WHEREAS, as part of the consideration for BR entering into
the Termination Agreement, ASEC has agreed to grant BR the royalty
provided for in this agreement (the “Royalty”);


 


NOW, THEREFORE,
in consideration of the mutual terms and conditions set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1. Grant of Royalty. ASEC
shall pay to BR a royalty equal to one and one-half percent (1.5%) of the gross receipts (as defined below) for each Designated
Project (as defined in the License Agreement and hereinafter a “Designated Project”) except for the Sunnyside
Project (as defined in the Termination Agreement and hereinafter the “Sunnyside Project”). For purposes
of this Agreement, “Gross Receipts” shall mean the receipt of all cash and non-cash proceeds by ASEC from any Designated
Project, except the Sunnyside Project (hereinafter “Gross Receipts”).


 


2. Statements and Payments.


 


2.1 Royalty
Statements. ASEC shall deliver to BR on or before the forty-fifth (45th) day following
the end of each calendar quarter during the term of this Agreement and on the thirtieth (30th)
day of the month following termination or expiration of this Agreement, a complete and accurate statement (the “Royalty
Statement”) of Gross Receipts generated by ASEC from Designated Projects (excluding the Sunnyside Project) for the
immediately preceding calendar quarter, or portion thereof, during the term of this Agreement (the “Royalty Period”).
The Royalty Statement shall be certified as accurate by an officer of ASEC and shall include information as to the location of
the Designated Project, the name of the party, in the case the project being developed is with a third party, the payment terms
under the license or sublicense for the project, the amount of Gross Receipts from the project, the amount of Royalty due, and
any other information BR may from time to time reasonably request. The Royalty Statement shall be furnished to BR whether or not
revenues from any Designated Project have been received, and whether or not royalties have been earned by BR, during the Royalty
Period. Royalty Statements shall be in a form reasonably acceptable to BR.


 


2.2 Payment
of Royalty Fees. The amount shown in each Royalty Statement as being due BR shall be paid simultaneously with the submission
of the Royalty Statement. ASEC’s Royalty Statements and all amounts payable to BR by ASEC shall be submitted by check to
the address of BR as provided in this Agreement or wire transfer or such other means as BR may direct.


 


 



    	



    	 



    

 


2.3 Corrections
to Royalty Statements. The receipt and/or acceptance by BR of any of the Royalty Statements furnished or royalties paid hereunder
to BR (or the cashing of any royalty checks paid hereunder) shall not preclude BR from questioning the correctness of the statement
or the amounts paid; provided that ASEC is notified in writing within ten (10) days following the giving of the Royalty Statement
by ASEC or receipt of the royalty payment by BR, whichever shall be later. In the event that any inconsistencies or mistakes are
discovered in the Royalty Statements or payments, and ASEC is duly notified, they shall immediately be rectified by ASEC and the
appropriate payment shall be made by ASEC. In the event ASEC shall discover a mistake resulting in an overpayment in any Royalty
Statement, it shall be allowed to offset such amount in the next Royalty Statement and payment made to BR.


 


2.4 Payments
in U.S. Funds. All payments made hereunder shall be in United States dollars drawn on a United States bank, unless otherwise
specifically agreed upon by the parties.


 


2.5 Time is
of the Essence. Time is of the essence with respect to all payments to be made hereunder by ASEC. Interest at a rate of five
percent (5%) per annum shall accrue on any amount due BR hereunder from and after the date upon which the payment is due until
the date of receipt of payment.


 


3.Audit.


 


3.1 Accurate
Books and Records. ASEC agrees to keep accurate books of account and records at its principal place of business covering all
transactions relating to the License Agreement and pertaining to the items required to be shown in ASEC’s Royalty Statements
to be submitted pursuant hereto, including without limitation, invoices, correspondence, banking, financial, and other records.
BR and its duly authorized representatives shall have the right, upon five (5) days’ written notice, during normal business
hours, to audit ASEC’s books of account and records, and all other documents and material in the possession or under the
control of ASEC, with respect to the subject matter and the terms of this Agreement and to make copies and extracts thereof. In
the event that any such audit reveals an underpayment by ASEC, ASEC shall within thirty (30) days written notice remit payment
to BR in the amount of such underpayment, plus interest calculated at the rate of five percent (5%) per annum, from the date such
payment(s) were actually due until the date such payment is actually made. In the event that any such underpayment is greater than
Twenty-Five Thousand Dollars ($25,000), ASEC shall reimburse BR for the costs and expenses of such audit. In the event such audit
shall reveal a mistake resulting in an overpayment in any royalty payment, ASEC shall be allowed to offset such amount in the next
Royalty Statement and payment made to BR. Following such an audit, any disagreement by either party in the amount owed shall be
resolved by arbitration as set forth in Section * hereof.


 


3.2 Return
of Books and Records. All books of account and records of ASEC covering all transactions relating to the Royalty granted herein
shall be retained by ASEC for at least one (1) year after the expiration or termination of this Agreement for possible inspection
by BR.


 


4. Miscellaneous.


 


4.1. Notices.
All notices, deliveries, consents, waivers, requests, instructions, or other communications required or permitted hereunder shall
be in writing, and shall be deemed to have been duly given if (a) delivered personally (effective upon delivery), (b) sent by a
reputable, established national courier service (effective one business day after being delivered to such courier service), or
(c) mailed by certified mail, return receipt requested, postage prepaid (effective three business days after being deposited in
the U.S. mail), addressed as follows (or to such other address as the recipient may have furnished for such purpose pursuant to
this Section):


 


 



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If to BR:


 


2610 Hillsden Drive


Holladay, UT 84117


Attn: William Gibbs, Manager


 


and:


 


If to ASEC:


 


4760 S. Highland Dr. Suite 341


Salt Lake City, UT 84117


Attn: William C. Gibbs, President


 


with a copy (which shall not constitute notice)
to:


 


Ronald N. Vance, Attorney at Law


The Law Office of Ronald N. Vance & Associates, P.C.


1656 Reunion Avenue


Suite 250


South Jordan, UT 84095


 


or to such other individual or address as a party hereto
may designate for itself by notice given as herein provided.


 


4.2.Arbitration.


 


(a) Scope
and Administration of Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration administered by the American Arbitration Association (the “AAA”) in
accordance with its Commercial or other Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, and
judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.


 


(b)Venue. The place of arbitration shall
be Salt Lake City, Utah.


 


(c) Choice
of Law. The arbitrators are to interpret all controversies and claims arising under or relating to this Agreement in accordance
with the laws of the State of Utah, without regard to its choice of law principles. In rendering an award, the arbitrator is to
determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Utah.


 


(d)  Appointment
of Arbitrators. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator
and the two selected shall select a third arbitrator within ten (10) days of their appointment. The arbitrators will be selected
from a panel of persons having experience with and knowledge of the subject matter of the Agreement, and at least one of the arbitrators
selected will be an attorney or a retired judge. If the arbitrators selected by the parties are unable or fail to agree upon the
third arbitrator, the third arbitrator shall be selected by the AAA.


 


(e) Injunctive
Relief. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the
controversy is otherwise resolved. Either party also may, without waiving any remedy under this agreement, seek from any court
having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending
the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy);
provided that such interim or provisional relieve shall be sought solely by a court of competent jurisdiction located in the
County of Salt Lake, State of Utah, which court shall apply the choice of law provision of this Section 4.2.


 


 



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(f)  Costs
and Fees. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, all of its costs
and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’
fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and
attorneys’ fees.


 


(g) Reasoned
Opinion. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement
setting forth the reasons for the disposition of any claim.


 


(h) Right
to Appeal. Within 30 days of receipt of any award (which shall not be binding if an appeal is taken), any party may notify
the AAA of an intention to appeal to a second arbitral tribunal, constituted in the same manner as the initial tribunal. The appeal
tribunal shall be entitled to adopt the initial award as its own, modify the initial award or substitute its own award for the
initial award. The appeal tribunal shall not modify or replace the initial award except for clear errors of law or because of
clear and convincing factual errors. The award of the appeal tribunal shall be final and binding, and judgment may be entered
by a court having jurisdiction thereof.


 


(i) Submission
to Jurisdiction. Each party shall submit to any court of competent jurisdiction for purposes of the enforcement of any
award, order, or judgment. Any award, order, or judgment pursuant to arbitration is final and may be entered and enforced in any
court of competent jurisdiction.


 


4.3. Expenses.
Except as otherwise expressly provided herein, each party hereto shall bear its own expenses with respect to this Agreement and
the transactions contemplated hereby.


 


4.4. Survival
of Representations and Warranties. All covenants, representations and warranties made herein shall survive the making of this
Agreement and shall continue in full force and effect for a period of one (1) year from the Effective Date, at the end of which
period no claim may be made with respect to any such covenant, representation, or warranty unless such claim shall have been asserted
in writing to the indemnifying party during such period.


 


4.5. Waivers.
The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect the
right of such party at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant,
representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances
shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other
condition or breach of any other term, covenant, representation or warranty.


 


4.6. Interpretation.
The headings preceding the text of Sections and Paragraphs included in this Agreement are for convenience only and shall not be
deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter
gender herein shall not limit any provision of this Agreement. The use of the terms “including” or “include”
shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.


 


4.7. Assignment.
Subject to the compliance with state and federal securities laws, the Royalty may be assigned in whole or in part by BR. Prior
to due presentment for transfer or assignment of the Royalty or any part thereof, ASEC may treat BR or any registered assign as
the absolute owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of ASEC) for all purposes and shall not be affected by any notice to the contrary.


 


 



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4.8.
No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, to the extent provided
herein, their respective directors, officers, employees, agents and representatives, and no provision of this Agreement shall be
deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other
right.


 


4.9.
Further Assurances. Upon the reasonable request of any party hereto, the other party or parties hereto shall, of and after
the date of this Agreement, execute and deliver such other documents, releases, assignments and other instruments as may be required
to effectuate completely the transactions contemplated by this Agreement.


 


4.10. Severability.
If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the
other provisions hereof shall remain in full force and shall not be affected thereby, and there shall be deemed substituted for
such invalid, illegal or unenforceable provision a valid, legal and enforceable provision as similar as possible to the provision
at issue.


 


4.11. Entire Understanding. This Agreement
sets forth the entire agreement and understanding of the parties hereto and supersedes all prior agreements,
letters of intent, arrangements and understandings between the parties.


 


4.12. Exhibits and
Schedules. Each of the exhibits, schedules, or similar attachments referenced in this Agreement is    





annexed hereto and is incorporated
herein by this reference and expressly made a part hereto.


 





4.13. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Facsimile transmissions of any signed original
document, or transmission of any signed facsimile document, shall constitute delivery of executed original. At the request
of any of the parties, the parties shall confirm signatures by signing and delivering an original document.


 


IN WITNESS WHEREOF, each of the
parties has executed this Gross Royalty Agreement the respective day and year set forth below:




 


 


	 	 	Bleeding Rock LLC
	 	 	 	 
	Date	January ____, 2012	By	/s/ William C. Gibbs
	 	 	 	William C. Gibbs, Manager
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	American Sands Energy Corp.
	 	 	 	 
	Date	January ____, 2012 	By	/s/ William
    C. Gibbs
	 	 	 	William C. Gibbs, President
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 









 


 


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