Unassociated Document

Exhibit
10.3

    AGREEMENT

    


    FIXED-PRICE

    


    ASU
Reference No. 09022547

    


    


    THIS
AGREEMENT is made and entered into by and between Solterra Renewable
Technologies, Inc. (hereinafter called "Sponsor"), and the Arizona Board of
Regents for and on behalf of Arizona State University (hereinafter called
"ASU").

    


    WHEREAS
Sponsor desires that ASU perform certain services as described in the scope of
work attached hereto and incorporated herein as Exhibit A, and ASU desires to
perform such services upon and subject to the terms and conditions hereinafter
set forth.

    


    NOW,
THEREFORE, the parties agree as follows:

    


    ARTICLE
I.   SCOPE OF WORK.   ASU shall use all
reasonable efforts to perform the services and deliver any reports or other
items specified in Exhibit A attached hereto.

    


    ARTICLE
II.   PROJECT DIRECTOR.   ASU shall provide
Ghassan Jabbour, of the ASU School of Materials and Flexible Display Center, as
Project Director for work under this Agreement.

    


    ARTICLE
III.   PERIOD OF PERFORMANCE.   This
Agreement shall begin on October 1, 2008 and shall terminate on September 30,
2009.  This Agreement may be modified or extended at any time by
mutual written consent of both parties.

    


    ARTICLE
IV.  SPECIAL PROVISIONS.

    


    
      	
              1.  

            	
              Compensation.   Compensation
      shall be on a fixed-price basis.  Sponsor shall compensate ASU
      in an amount not to exceed $835,000, for ASU's services hereunder for year
      one only.  Sponsor shall remit according to the following
      schedule of invoices against the total contract
  price:

            


    

     

    
      
        
          
            
              
                
                  	
                          Date
      Due

                        	 	
                          Amount

                        	 
	
                          Upon
      signing agreement

                        	 	$	334,000	 
	
                          Quarterly
      Payment 01-01-09

                        	 	$	136,635	 
	
                          Quarterly
      Payment 04-01-09

                        	 	$	136,635	 
	
                          Quarterly
      Payment 07-01-09

                        	 	$	136,635	 
	
                          Final
      Payment 9-30-09

                        	 	$	91,095	 
	      
                          Total
      Year 1

                        	 	$	      
                          835,000

                        	 


                

                 

              

            

          

        

      

    

    Option
Year 2 for $546,300 and Option Year 3 for $556,000 are not exercised at this
time.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    Invoices
are due and payable within 30 days. The remaining amount of the contract price
due under this Agreement shall be paid upon receipt of invoices from ASU issued
quarterly for the duration of the period of performance up to the contract
value.

    


    ASU
reserves the right to subject invoices not paid within thirty (30) days of the
invoice date to a 1% per month late fee on the unpaid balance for any amounts
not in dispute. ASU reserves the right to discontinue the services if Sponsor
fails to make payments within 30 days of receipt of invoice.

    


    In the
event of non payment, ASU may terminate all further work on the project and seek
full payment from the Sponsor for all work performed and all expenses incurred
including allocable cost, pursuant to the termination clause of this agreement
including the collection of payment.

    


    Should it
become necessary for ASU to commence collection proceedings or retain an
attorney to enforce any of the terms of this Agreement, the Sponsor shall pay
attorneys’ fees and the costs of collection incurred by ASU.

    


    
      	
              2.  

            	
              Publications.   Sponsor
      recognizes that under ASU policy the results of work performed under this
      Agreement must be publishable and agrees that ASU and its employees and
      students engaged in work under this Agreement shall be free to present at
      symposia or professional meetings, and to publish in journals, theses or
      dissertations, or otherwise of their own choosing, methods and results of
      the work performed under this Agreement.  Upon written request
      by Sponsor, copies of proposed manuscripts will be furnished to Sponsor
      for review prior to publication.  In no event will ASU delay
      publication for more than thirty (30) days from date of submittal of
      manuscript for Sponsor review.

            


    

    


    
      	
              3.  

            	
              Notices.   All
      notices under this Agreement given by either party to the other shall be
      in writing and shall be sent by U.S. Postal Service, first class,
      facsimile or e-mail.  Addresses are as
  follows:

            


    

    


    For
ASU:       Office for Research
&                                                         Attn:  Dudley
Sharp

    Sponsored
Projects
Admin.                                           
  Assistant Director, Research Admin

    Arizona State
University                                                  e-mail:
dudley.sharp@asu.edu

    P.O. Box
873503                                                                  cc:
Ghassan.Jabbour@asu.edu

    (Street
Address: 1120 S. Cady
Mall)                               cc:
Kimberly.Habiger@asu.edu

    Tempe,
Arizona  85287-3503

    Phone:  480-965-0273                                                         Fax:  480-965-2455

    


    For
Sponsor:  Solterra Renewable Technologies Inc.

    14220 E.
Cavedale
Rd                                                         Attn:  Stephen
B. Squires

    Scottsdale
AZ
85262                                                                     
President & CEO

    Phone:     
214-701-8779                                                      email:  ssquires4@aol.com

    Fax:           636-773-1738

    


    


    ARTICLE
V.  GENERAL PROVISIONS.

    


    
      	
              1.  

            	
              Entire
      Agreement.   This Agreement embodies the entire
      understanding of the parties and supersedes any other agreement or
      understanding between the parties relating to the subject
      matter.  The parties agree that should any part of this
      Agreement be held to be invalid or void, the remainder of the Agreement
      shall remain in full force and effect and shall be binding upon the
      parties.

            


    

    


    
      	
              2.  

            	
              Waivers.   No
      waiver, amendment or modification of this Agreement shall be valid or
      binding unless written and signed by the parties.  Waiver by
      either party of any breach or default of any clause of this Agreement by
      the other party shall not operate as a waiver of any previous or future
      default or breach of the same or different clause of this
      Agreement.

            


    

    


    
      	
              3.  

            	
              Assignment.   Neither
      party may assign any rights hereunder without the express, written, prior
      consent of both parties.

            


    

    


    
      	
              4.  

            	
              Governing
      Law.   This Agreement shall be governed by and construed in
      accordance with the laws of the State of
  Arizona.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	
              5.  

            	
              Cancellation
      for Nonappropriations.   The parties recognize that
      performance by ASU depends upon appropriation of funds by the State
      Legislature of Arizona.  If the Legislature fails to appropriate
      the necessary funds, or if ASU's appropriation is reduced during the
      fiscal year, ASU may reduce the scope of this Agreement if appropriate or
      cancel this Agreement without further duty or obligation.  ASU
      agrees to notify Sponsor as soon as reasonably possible after ASU knows of
      the loss of funds.

            


    

    


    
      	
              6.  

            	
              Conflict
      of Interest.   This Agreement is subject to the provisions
      of A.R.S. 38-511.  The State of Arizona may cancel this
      Agreement if any person significantly involved in negotiating, drafting,
      securing or obtaining this Agreement for or on behalf of the Arizona Board
      of Regents becomes an employee in any capacity of any other party or a
      consultant to any other party with reference to the subject matter of this
      Agreement while the Agreement or any extension thereof is in
      effect.

            


    

    


    
      	
              7.  

            	
              Independent
      Contractor.   ASU is an independent contractor and shall be
      free to exercise its discretion and independent judgment as to the method
      and means of performance of its work hereunder.  ASU employees
      shall not be considered employees of Sponsor, and neither ASU nor Sponsor
      personnel will, by virtue of this Agreement, be entitled or eligible, by
      reason of this agreement, to participate in any benefits or privileges
      given or extended by the other party to its
  employees.

            


    

    


    
      	
              8.  

            	
              Termination.   Either
      party may at any time terminate this Agreement by giving the other party
      not less than thirty (30) days prior written notice.  In the
      event this Agreement is canceled by Sponsor, Sponsor shall remain
      responsible for payment to ASU for all work performed through the date of
      termination and for reimbursement to ASU of all non-cancelable commitments
      incurred in the conduct of the research.  Non-cancelable
      commitments shall include employment commitments to ASU personnel through
      the end of the semester following any such termination by
      Sponsor.  In the event ASU terminates this Agreement any unused
      funds from the advance will be
returned.

            


    

    


    
      	
              9.  

            	
              Dispute
      Resolution.   In the event of any dispute, claim, question,
      or disagreement arising from or relating to this agreement or the breach
      thereof, the parties hereto shall use their reasonable efforts to settle
      the dispute, claim, question, or disagreement. To this effect, they shall
      consult and negotiate with each other in good faith and, recognizing their
      mutual interests, attempt to reach a just and equitable solution
      satisfactory to both parties.  Notice is provided of Sections
      12-1518 and 12-133, Arizona Revised
Statues.

            


    

    


    
      	
              10.  

            	
              Insurance.   ASU
      maintains general liability insurance and worker’s compensation coverage
      as required by state law and pertinent federal laws and regulations under
      the State of Arizona Risk Management
Plan.

            


    

    


    
      	
              11.  

            	
              Nondiscrimination. The
      parties agree to comply with all applicable state and federal laws, rules,
      regulations and executive orders governing equal employment opportunity,
      immigration, nondiscrimination, including the Americans with Disabilities
      Act, and affirmative action.

            


    

    


    
      	
              12.  

            	
              News
      Release.   Sponsor may not use the name of ASU in news
      releases, publicity, advertising, or other promotion, without the prior
      written consent of ASU, except for documents used for internal consumption
      by Sponsor.

            


    

    


    
      	
              13.  

            	
              Service
      Marks and Trademarks. Neither party
      shall use any service marks, trademarks, logos or other marks of the other
      party without the express written approval of the other party. The use of
      any marks must comply with the owner ’s requirements,
      including using the “circle R” indication of a registered
      trademark.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
its duly authorized representatives on the respective dates entered
below.

     

     

    
      
        
          
            
              
                
                  	ARIZONA
      BOARD OF REGENTS,   	 	 	SOLTERRA
      RENEWABLE	 
	
                          FOR
      AND ON BEHALF OF

                          ARIZONA
      STATE UNIVERSITY

                        	 	 	TECHNOLOGIES,
      INC	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	
                          /s/

                        	 	By: 	
                          /s/
      

                        	 
	 	
                          Dudley
      Q. Sharp  

                        	 	 	
                                
                            Stephen
      B. Squires

                          

                        	 
	 	
                          Assistant
      Director     

                        	 	 	
                          President
      & CEO

                        	 
	 	Research
      Administration	 	 	 	 
	 	 	 	 	 	 
	Date: 	 	 	Date:	 	 


                

              

            

          

        

      



                                                                                                 

                                                                                                

     

    


                                                                                                                       

     

     

    
 

     

     

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