ex10_1.htm


    
      

    

    EXHIBIT
10.1

    


    Confidential
Treatment-Redacted Copy

    


    


    Redacted
version of the Agreement entered into November 4, 2008 between Kinetic Energy
Corporation. and VERYST Engineering LLC.  CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER A
CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF
1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS
AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE
PLACE WITH FOUR ASTERISKS [****].

    


    
    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                VERYST
      Engineering ®LLC

                              	
                                 ®

                              
	 	47A Kearney
      Road
	 	
                                Needham,
      MA  02494

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    


    Meetesh
Patel

    Jay
Bhogal

    Kinetic
Power Corporation

    1050
Connecticut Avenue, NW

    Washington,
DC 20036

    


    


    November
4, 2008

    


    Re:
Initial Development of a Car and Truck Energy Harvester

    


    


    Messrs.
Patel and Bhogal,

    


    Thank you
for considering Veryst Engineering for this project. We are particularly
interested in working with Kinetic Power Corp given not only our relevant
experience and expertise, but also our shared interest in alternative energy
systems. We believe that our past and on-going work in intellectual property
development and electromechanical system design, in particular with energy
harvesting, are well-suited to the challenges that this project
presents.

    


    In light
of our conversation last week, we propose the following sequenced outline of
work:

    


    


    Task
1: Examination of Prior Art and Strategic Positioning

    


    We
believe that a solid understanding of the current state of the art helps focus
and secure any new intellectual property position. This effort will examine
current patents and applications from a critical perspective aimed at
identifying meaningful opportunities for new invention, thereby exceeding the
substance of a typical IP review by a law firm. **** Strategic positioning and
IP content will be re-evaluated on an ongoing basis.

     

    ****

    


    ****

    


    ****


    
      
         


      

      
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    Confidential
Treatment-Redacted Copy

    


    


    Task
2: Design Conceptualization

    


    This
effort will begin by defining design goals and evaluation metrics based on the
space identified in Task 1. The metrics will provide structure to engineering
objectives and to decision-making. **** Particular attention will be paid to the
issue of energy transfer, **** We will also list technical challenges and any
new opportunities for additional intellectual property.

    


    ****

    


    ****

    


    ****

    


    


    Task
3: Detailed Design

    


    This
effort will pursue the detailed design of **** concepts stemming from Task 2.
Primary work will be on the design of specific components, with the selection of
off-the-shelf items where possible. Work required in this stage includes
preparation of engineering drawings, detailed calculations for the appropriate
matching of components, component stress analysis for strength and reliability,
and discussion with potential subcomponent manufacturers and vendors. Items with
long lead times will be identified for possible advanced procurement.
****

    


    ****

    


    ****

    


    ****

    


    


    Task
4: Prototype

    


    Task 4
will prototype ****. Fabrication effort
will be balanced between Veryst Engineering and contracted shops, depending on
the details of the final design. ****

    


    ****

    


    ****

    


    ****

    


    


    ****

    


    ****


    
      
         


      

      
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    Confidential
Treatment-Redacted Copy

    


    


    
      	 
      	
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    Benefits

    


    New
product development requires a multi-faceted effort that balances creativity,
engineering rigor, and business practicality. We are confident that our
background in electromechanical design and intellectual property consulting
uniquely positions us contribute to many aspects of your project. Moreover, our
work is based on engineering fundamentals, helping ensure that decisions are
well-informed and grounded. **** energy harvesting has been part of our work
focus for well over a decade. Our sensitivity to details and awareness of the
big picture would help streamline and strengthen your development
****.

    


    This is
precisely the type of work we seek and enjoy doing, and we look forward to
discussing the details of our proposal with you.  I have attached our
Terms and Conditions that forms by reference a part of this
proposal.  We can be reached by phone at 781-433-0433.

    


    You can
accept this proposal by signing and dating the last page of this proposal and
faxing (781-433-0933)  or mailing a copy to my attention.

    


    Sincerely,

    


    

    Managing
Principal


    
      
         


      

      
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    Confidential
Treatment-Redacted Copy

    


    


    TERMS
AND CONDITIONS OF AGREEMENT

    


    CHARGES

    


    Invoices
are typically rendered monthly or in accordance with the agreed upon payment
schedule, and are due upon receipt.  Work performed on a
time-and-expenses basis will be charged in accordance with the most current
billing rates of Veryst Engineering.

    


    At the
discretion of Veryst Engineering, a suitable retainer may be required from the
client in advance.  Veryst Engineering will hold the retainer until
the final invoice is prepared.  Any money remaining in the retainer
account after the final invoice has been paid shall be returned to the
client.

    


    Evidence
storage and disposal will be the responsibility of the client. Upon the client's
request, Veryst may agree to provide temporary storage space for a reasonable
fee, which the client agrees to pay monthly upon presentation of an invoice from
Veryst

    


    PAYMENT

    


    Outstanding
balances past due over 30 days are subject to a delinquency charge until
paid.  Veryst Engineering reserves the right to decline further work
with any client delinquent in payment of charges due to Veryst Engineering for
previous work, until such balances are paid in full.

    


    INTELLECTUAL
PROPERTY

    


    ****

    


    Notwithstanding
any of the foregoing, nothing in this Agreement shall in any manner affect the
ownership rights that Veryst Engineering has in any intellectual property
developed by Veryst Engineering either prior or subsequent to the effective date
of this Agreement, ****, or intellectual property developed for other clients or
other projects unrelated to **** this Agreement.

    


    TERM

    


    The term
of this Agreement shall commence on the date of this Agreement and shall
continue until terminated by either Veryst Engineering or the
client.  Client may terminate this Agreement for any reason upon
thirty (30) days prior written notice to Veryst Engineering and payment to
Veryst Engineering for any services performed and/or expenses incurred by Veryst
Engineering  prior to such effective date of
termination.  Veryst Engineering  may terminate this
Agreement at any time by giving client written notice of such termination and
the effective date of such termination shall be no earlier than the date that
Veryst Engineering shall have completed the performance of all services already
scheduled to be performed for the client.

    


    INDEPENDENT
CONTRACTOR STATUS

    


    Nothing
contained in this Agreement shall be deemed or construed as creating a joint
venture or partnership between the Veryst Engineering  and the client.
Veryst Engineering  shall be an independent contractor to the client
and no Veryst Engineering employee or person performing any work at Veryst
Engineering’s direction for the client shall be considered to be an agent,
employee or representative of the client for any purpose.



    
      
         


      

      
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    Confidential
Treatment-Redacted Copy

    


    


    Client
agrees that during the term of this agreement with Veryst Engineering and for a
period of twenty four (24) months after the termination of this agreement for
any reason, client will not directly or indirectly hire, attempt to hire or
solicit for employment any employee of Veryst Engineering, encourage or induce
any other company to hire, attempt to hire or solicit any employee of Veryst
Engineering nor encourage or induce any employee of Veryst Engineering to
terminate employment with Veryst Engineering.

    


    EXECUTION
OF SCOPE OF SERVICES

    


    Veryst
Engineering will work in accordance with generally accepted professional
engineering practice.  No other warranty, express or implied, is made
concerning work performed under the agreement, including Veryst Engineering’s
findings, recommendations, specifications, or professional advice.

     

    Veryst
will hold in strictest confidence all proprietary information and trade secrets
of the client to which it may be given access.

    


    MISCELLANEOUS

    


    The
client assumes full and complete responsibility for all uses and applications of
Veryst Engineering’s recommendations or work under this agreement, or failure to
use recommendations or work, and agrees to hold harmless Veryst Engineering
against any and all liability, damages, losses, claims, demands, actions, causes
of action, and costs including attorneys’ fees and expenses arising out of the
use and application of any of Veryst Engineering’s recommendations or work under
this agreement, or failure to use recommendations or work.

    


    The
client agrees that in no event shall Veryst Engineering, its officers,
employees, or agents be liable for any direct, indirect, incidental, special,
punitive or consequential damages arising out of or relating to this Agreement
or, without limitation, any such damages for lost profits or
business.

    
 

    
      
        
          
            	
                    Approved

                  	
                    //Meetesh
      Patel

                  
	 
      	
                    Meetesh
      Patel

                  
	 
      	
                    Chief
      Executive Office and President, Octllion Corp.

                  
	 
      	 
      
	 
      	
                    11-04-2008

                  
	 
      	
                    Date

                  


          

        

      

    

    
 

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