Exhibit 10.32


 


Memorandum of Understanding


 


Between


 


Wood Group UK Limited


A John Wood Group plc company

 15 Justice Mill Lane




Aberdeen, Scotland

 AB11 6EQ


 


- hereinafter referred to as „Wood” -


 


and


 


Nauticus Robotics, Inc.

 17146 Feather Craft Ln #450


Webster, TX 77598

 United States





- hereinafter referred to as
„Nauticus ” -


 


referred to in this Memorandum of
Understanding (hereinafter referred to as “Memorandum”) individually as a “Party” or collectively as the
“Parties”.


 


1.
Purpose of Cooperation


 


Wood (including its Affiliates) is a consultancy, engineering services and technology company providing a broad
range of engineering, consultancy, maintenance, equipment, technology licensing and technical services operating across a broad range
of industrial markets; Wood delivers technology solutions through technology licensing, and equipment packages that includes basic and
detailed design engineering, fabricated modules (including equipment, structural steel, piping, and ancillary equipment), aftermarket
support, asset optimisation, digital solutions, revamps, site services, and EPC services. For the purpose of this Memorandum, Wood has
specific software technologies, processes and knowledge related to the planning, definition and engineering of subsea inspection and maintenance
campaigns as well as interpretation and analysis of the data gathered during those campaigns but not particular technology in subsea robotics
for the purpose of subsea assets inspection and maintenance.


 


Nauticus (including its Affiliates)
is a hardware and software technology company providing a broad range of engineering, consultancy, equipment, technology licensing,
and technical services operating across a broad range of industrial markets and focuses primarily on subsea robotics hardware and software.
For the purposes of this Memorandum, Nauticus has specific technologies and experience related to subsea assets inspection and maintenance
campaigns using its subsea robotics hardware and software, but not particular technology or experience involving the planning, definition
and engineering of those campaign as well as the interpretation and analysis of the data gathered during those campaigns.


 






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The Parties intend to cooperate
as detailed in the following clauses.





 


1.1 The
primary goal of the cooperation is to collaborate with each other to identify and pursue business opportunities in the provision of project
management, engineering, consultancy, manpower and procurement services in support of subsea inspection activities of offshore oil &
gas, wind, and other facilities (the Purpose).


 


1.2 The
Parties will work together to develop an integrated service offering and pursue projects in the offshore oil & gas, wind, and
other projects and contracts which include or might benefit from (i) Wood’s expertise and experience in planning and engineering
subsea inspection campaigns and interpreting and analyzing the subsea data gathered by Nauticus during those campaigns, and (ii) Nauticus’
expertise and technology in executing the inspection campaign using its subsea robotics technology.


 


1.3 Upon
agreement to pursue an identified pilot project in relation to the Purpose (a Project), the parties will assess which of the parties
is best positioned to take the lead (as prime contractor to the Client) on the Project in the event of an award, with the other
party providing support (as a subcontractor) as required, or whether the parties may each separately contract with the Client and perform
separately, or whether the parties operate under some sort of separate teaming agreement. Upon award of a Project, the parties will execute
a mutually agreeable subcontract agreement (or other agreement) as appropriate for the Project which will specify, without limitation,
how the work will be managed, controlled and reimbursed. Upon execution of any such subcontract or other agreement, the terms of the subcontract
or other agreement shall take the place of this Memorandum for that Project.


 


1.4 This
Memorandum is intended to regulate the pilot programme. Should the Parties decide to pursue further cooperation beyond what mentioned
in Clause 1.1, a dedicated agreement will be put in place.


 


2.
Intellectual Property, Joint Development


 


The Parties desire to work together
in a confidential relationship according to Clause 4 of this Memorandum. The Parties understand that valuable intellectual property, which
may be appropriate subject matter for patent protection, may result from the collaboration between the Parties (hereinafter referred to
as “Development” or “Developments”). in relation to the above, therefore the Parties agree upon
the following provisions:


 


2.1 All
proprietary rights (including, but not limited to, processes, software, systems, procedures, standards and documents, patent rights, copyrights,
trademark rights, know-how and trade secrets whether developed by the Party or provided by a third party) in and to technology owned by
Wood prior to the execution of this Memorandum and/or any amendments thereto (hereinafter referred to as “Wood Background IP), shall
remain the sole property of Wood.


 


2.2 All
proprietary rights (including, but not limited to, processes, software, systems, procedures, standards and documents, patent rights, copyrights,
trademark rights, know-how and trade secrets whether developed by the Party or provided by a third party) in and to technology owned by
Nauticus prior to the execution of this Memorandum and/or any amendments thereto (hereinafter referred to as “Nauticus Background
IP”), shall remain the sole property of Nauticus.


 




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2.3 The
Parties agree to define their respective Background IP, pursuant to Clauses 2.1 and 2.2 above, within 60 days from the signature of this
Memorandum. In the event no agreement is reached within the afore mentioned timeframe, neither party is obliged to start any activity
to pursue the purpose stated at Clause 1.1 of this Memorandum.


 


Once the respective Background
IP are defined such agreement will be formalised by means of an addendum to this Memorandum, duly signed by the Parties.


 


2.4 Nothing
in this Memorandum shall operate to transfer to either Party any ownership, licence or right to use such Background IP as identified subject
to Clause 2.3. Each Party grants the other Party a royalty-free, fully paid-up non-exclusive, non- transferable licence to use its Background
IP solely for the purpose of this Memorandum, namely to evaluate and make proposals to Client, provided that no license is granted to
the other party to perform or use the other party’s Background IP for a Client in lieu of the party owning such Background IP.


 


Any supplements, enhancements,
modifications or adaption to each Party’s Background IP (Developed IP) arising in the course of the Memorandum shall vest with the
respective Party, namely Developed IP related to Wood’s Background IP shall be owned by Wood, and Developed IP related to Nauticus’
Background IP shall be owned by Nauticus. Nauticus agrees to assign, and does hereby assign, any rights it may have in Developed IP related
to Wood’s Background IP to Wood. Wood agrees to assign, and does hereby assign, any rights it may have in Developed IP related to
Nauticus Background IP to Nauticus.


 


At the time of the Memorandum the
Parties do not anticipate any Integrated IP to be created as part of the Purpose and/ or the Project. The Parties will negotiate in good
faith to agree ownership, use and commercialisation of the Integrated IP in the event any Integrated IP is created.


 


For the purposes of this clause
Integrated IP shall mean all information, data, techniques, know-how, results, inventions, discoveries, software and materials (regardless
of the form or medium in which they are disclosed or stored) that are not Developed IP and which are unique to the Purpose of Cooperation
as set out in Clause 1.1 and which could not be reasonably developed without support and involvement of the other Party.


 


Any such Integrated IP shall be
equally owned, and any joint ownership shall be recorded by way a joint development agreement to be agreed at the time between the respective
Parties.


 


3.
Exclusivity


 


Subject to the exclusions and clarifications below, whilst
this Memorandum remains in force, neither of the Parties, nor their Affiliates, shall individually or jointly with any third party:


 


	(a)	bid for any contract;
	 	 



	(b)	enter into any discussions or negotiations regarding any potential contract; or:
	 	 



	(c)	enter into any agreement;
	 	 



with the Client in relation to the Project.


 


For the sake of clarity, there are no exclusivity obligations
for projects that an individual party may be pursuing that is not the specific identified pilot Project to which the parties agreed to
jointly pursue.


 




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4.
Confidentiality


 


4.1 The
Parties will keep confidential the Confidential Information, exchanged between the Parties in relation to and as result of this Memorandum
for a period of 10 years from the date of this Memorandum. The Parties agree to use the Confidential Information solely for the purpose
of implementing the obligations set out herein. Before disclosing the Confidential Information to third parties, the Parties will consult
and agree on a suitable template of confidentiality agreement so as to properly protect the Confidential Information.


 


For the purposes of this Memorandum “Confidential Information”
shall include:


 


		(a)	all documentation provided to a Party by the other Party at any time which relates
to the Purpose, including without limitation, proprietary information, technical and pricing data, know- how, formulae, processes, designs,
specifications, software, programs;



 


		(b)	all telephone conversations, meetings and correspondence between the Parties or
any third party relating to the Purpose;



 


		(c)	all information prepared by the Parties which relates to the Purpose; and



 


		(d)	all other information seen or obtained by the Parties which relates to the Purpose.



 


Confidential Information shall
not include information that:


 


		(a)	is or later becomes public knowledge other than by breach of this Memorandum,



 


		(b)	is in the receiving’s Party possession with the full right to disclose prior to its receipt from
the disclosing Party;



 


		(c)	is independently received from a third party having the full right to disclose;



 


		(d)	was independently developed by a Party without reference to or use of the Confidential Information



 


4.2 Notwithstanding
the disclosure restrictions set out in Clause 4.2 either Party may disclose Confidential Information to the extent required to be disclosed
pursuant to a statutory or similar regulatory obligation,


 


5.
Costs and Property


 


Except as expressly provided in
this Memorandum, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and
performance of this Memorandum (and any documents referred to in it), and the evaluation and review of Confidential Information.


 


7.
Insurance


 


The Parties shall (and ensure that
their respective Sub- contractors shall) provide, pay for and maintain the following insurance policies adequately covering activities
as detailed in Clause 1.1, including but not limited to:


 


		(i)	Employers Liability Insurance/Workmen’s Compensation Insurance covering personal
injury to or death of the employees of the Parties engaged in activities as detailed in Clause 1.1 in accordance with the requirements
of the applicable legislation.



 


		(ii)	General Third Party Liability insurance covering property damage and/or loss and/
or personal sickness/ injury/ death arising out of or in any way connected with the activities as detailed in Clause 1.1 with a limit
of at least GBP 5,000,000.



 






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8.
Terms and Termination


 


This
Memorandum shall take effect with the date of the last signature and shall continue in effect until the earliest occurrence of any of
the following:


 


		(i)	One
                                            of the Parties is declared bankrupt or insolvent, or has a receiving order against the other
                                            Party, or carries on business under a receiver, trustee or manager for the benefit of its
                                            creditors or goes into liquidation;



 


		(ii)	Until
1 March 2023, unless extended by mutual agreement of the Parties prior to said expiration;



 


		(iii)	Upon
                                            mutual written agreement of the Parties to terminate this Memorandum;



 


		(iv)	Either
                                            Party may, without limiting its other rights or remedies hereunder or under applicable law,
                                            terminate this Memorandum if the other Party is in material breach of its obligation hereunder
                                            and fails to remedy the breach for a period of ten (10) days following receipt of written
                                            notice specifying the grounds for the breach; and



 


		(v)	Either
                                            Party is subject to a Change of Control unacceptable to the other Party. Any change of control
                                            must be notified to the other Party within fourteen (14) days of such change. “Change
                                            of Control” means the sale of all or substantially all the assets of a Party; any merger,
                                            consolidation or acquisition of a Party with, by or into another corporation, entity or person;
                                            or any change in the ownership of more than fifty percent (50%) of the voting capital stock
                                            of a Party in one or more related transactions.



 


Neither
Party shall be entitled for any compensation claims in case of termination of the Memorandum in accordance with this Clause 8 (i)-(v)
above.


 


For
avoidance of doubt any confidentiality obligations hereunder shall be in line with Clause 4.


 


9.
Indemnities and Limitations of Liability


 


9.1 Nauticus
shall release from and indemnify Wood against any and all liabilities for death, illness or injury to any of Nauticus’s personnel
or for loss of, or damage to, the property of Nauticus and against all claims, demands, proceedings and causes of action resulting therefrom
howsoever caused and irrespective of the fault or negligence of Wood.


 


9.2 Wood
shall release from and indemnify Nauticus against any and all liabilities for death, illness or injury to any of Wood’s personnel
or for loss of or damage to the property of Wood and against all claims, demands, proceedings and causes of action resulting therefrom
howsoever caused and irrespective of the fault or negligence of Nauticus.


 


9.3 To
the extent permitted by law, and except as provided by Clause 9.2 above, Nauticus shall indemnify Wood and hold Wood harmless from and
against all liabilities arising from pollution emanating from any property of Nauticus (whether owned, or rented or otherwise leased),
and against all claims, demands, proceedings and causes of action resulting therefrom, except where such is caused by negligence or breach
of statutory duty of Wood.


 






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9.4 To
the extent permitted by law, and except as provided by Clause 9.1 above, Wood shall indemnify Nauticus and hold Nauticus harmless from
and against all liabilities arising from pollution emanating from any property of Wood, and against all claims, demands, proceedings
and causes of action resulting therefrom, except where such is caused by the negligence or breach of statutory duty of Nauticus.


 


9.5 Except
as provided by clause 9.3 above, Nauticus shall indemnify Wood and hold Wood harmless from and against any and all liabilities in respect
of loss, damage or recovery of third-party property, personal injury, death, illness and disease of any Third Party in any way directly
or indirectly relating to or arising out of or in connection with this Memorandum to the extent that such injury, loss or damage is caused
by the negligence or breach of statutory duty of Nauticus.


 


9.6 Except
as provided by clause 9.4 above, Wood shall indemnify and hold Nauticus harmless from and against any and all liabilities in respect
of loss, damage or recovery of third-party property, personal injury, death, illness and disease of any third party in any way directly
or indirectly relating to or arising out of or in connection with this Memorandum to the extent that such injury, loss or damage is caused
by the negligence or breach of statutory duty of Wood.


 


9.7 Without
prejudice or limitation to the indemnities given above, Nauticus shall not be liable in any way to Wood, and Wood shall not be liable
in any way to Nauticus in respect of any loss of use, loss of revenue, loss of profit, loss of contracts, loss of reputation, loss of
production, loss of business opportunity and other like risks, and in each case whether direct or indirect; special, exemplary or consequential
loss or damage whether or not foreseeable at the date of execution of this Memorandum or at any time and whether under the express or
implied terms of this Memorandum or at law or in any other way.


 


9.8 EXCEPT
FOR (I) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, INCLUDING TRADE SECRETS; (II) INTENTIONAL
MISCONDUCT; OR (III) ANY OTHER LIABILITY THAT MAY NOT BE LIMITED UNDER APPLICABLE LAW (THE “EXCLUDED MATTERS”), IN NO EVENT
WILL EITHER PARTY BE LIABLE FOR ANY LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA, LOST REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED
SAVINGS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, DOWNTIME COSTS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY
OR ANY SIMILAR TYPE OF DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUDED MATTERS, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR AS A
RESULT OF THE AGREEMENT EXCEED GBP 100,000.


 


10.
Severability, Applicable Law, Arbitration


 


Should
any one or several of the provisions of this Memorandum be declared definitively invalid by a legally qualified authority, this shall
be without prejudice to the remainder of the Memorandum. The invalid provision shall be replaced by a valid provision, which shall reflect
as closely as possible the economic effect of the former provision.


 


This
Memorandum shall be exclusively governed by and construed in accordance with the laws of England and Wales.


 


All
disputes arising out of or in connection with the present Memorandum shall be exclusively and finally settled by binding arbitration
and either Party may initiate arbitration by giving notice to the other Party. The arbitration shall be conducted in accordance with
the International Chamber of Commerce Rules, in effect
as of the date of the execution of this Memorandum, by one arbitrator appointed in accordance with the said Rules. Exclusive place of
arbitration is London.


 




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11.
Publicity clause


 


Both
Parties anticipate and desire to make publicity statements with relation to the main goal of this Memorandum. Neither Party shall make
such publicity statement, releases or announcements regarding the Project, the Memorandum or any related activities without the prior
written agreement of the other Party.


 


12.
Compliance, Bribery and Corruption


 


The
Parties undertake to protect the standards of business practice of the other Party at all times and to act in such a way as to uphold
the good name and reputation of the other Party and not to do or attempt to do any act or thing which is intended to and/or which in
fact causes any damage to or brings discredit upon the other Party and, in particular, the Parties will not:


 


		(a)	Offer
or give or agree to give to any director, officer, employee or agent of the other Party or any other entity any gift or consideration
of any kind as an inducement or reward for doing or for forbearing to do or for having done or forborne to do any action in relation
to the obtaining or execution of any contract or for showing or forbearing to show any favour or disfavour to any person in relation
to any contract.



 


		(b)	Induce
or attempt to induce any officer, servant or agent of any private or public body to neither depart from his duties to his employer nor
be involved with any such arrangement.



 


The
Parties represent that, they have not, and covenants that they will not contravene the following laws, to the extent applicable: The
Foreign Corrupt Practices Act of the United States; The Corruption of Foreign Public Officials Act of Canada; and The Bribery Act 2010
of the United Kingdom; and similar or equivalent legislation or regulation in those or any other jurisdictions that may be applicable
to the Parties and/or this Memorandum.


 


12. General
provisions


 


Nothing
in this Memorandum is intended to, or shall be deemed to, create or imply any partnership or joint venture between the Parties, or the
relationship between them of principal and agent. None of the Parties has any authority to make any representation or commitment, or
incur any liability, on behalf of the other Party.


 


The
Parties shall comply with all applicable statutes, bye-laws, regulations and other provisions having the force of law.


 


The
Parties acknowledge that any equipment and technical information provided by either Party under this Memorandum are or may be subject
to certain export laws and regulations and any use or transfer of such equipment and technical information must be authorized under those
laws. The Parties undertake to use, distribute, transfer or transmit equipment and technical information (even if incorporated into other
products) in strict compliance with applicable export laws. If requested by either Party, the other Party agrees to sign all necessary
export- related documents as may be required to comply with export laws.


 




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	For Nauticus:	 	For Wood:
	 	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 	 	 
	Signature: 	/s/ Nicolaus Radford	 	Signature: 	/s/ Matt Kirk
	Name	Nicolaus Radford	 	Name	Matt Kirk
	Title:	CEO	 	Title:	Senior Vice President



 


 


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