Exhibit 10.2


 


Memorandum of Understanding


 


Greenfield Energy, LLC and Vivakor, Inc.


 


The following is agreed between
Greenfield Energy, LLC and Vivakor, Inc. related to their operations and investments in Uintah County, Utah (this “Memorandum”).
This Memorandum and the terms set forth below shall be non-binding on the Parties in accordance with the terms, subject to the entry into
of appropriate definitive agreements, except as set forth below, for a period of five (5) years commencing on the date set forth below
on the signature page (“Term”).


 


 


	Non-Binding Terms:	 
	Parties	
    Greenfield Energy, LLC, a Utah limited liability
    company (“Greenfield”) and Vivakor, Inc., a Nevada corporation (“Vivakor”).

    

	 	 
	Vivakor Processing Plant	
    Vivakor and Greenfield will develop, design, and
    construct Vivakor’s enhanced oil sands processing plant on the Property to produce at least 1,000 barrels of oil per day or equivalent
    tonnage of asphalt cement. The plant, the intellectual property related to the plant and its operations and any byproduct from the operation
    of the plant will be owned by Vivakor. In addition, Greenfield shall receive 50% of net revenue received by Vivakor for any post-processed
    sand material from the plant sold through offtake agreements procured by Greenfield.

    

	 	 
	Professional Services Agreement	
    Greenfield and Vivakor will enter into a Professional
    Services Agreement pursuant to which Greenfield may provide certain operating services, including sand treatment and oil upscaling to
    Vivakor. Such services are to be provided by Valkor, LLC through Greenfield.

    

    

	 	 
	Binding Terms:	 
	 	 
	Confidential Information	
    The Parties have exchanged confidential information
    and may exchange additional confidential information as they pursue the relationships and transactions described herein. This Memorandum
    and their discussions are strictly confidential and shall not be disclosed to the general public or otherwise; provided, however, this
    information may be disclosed to legal and financial advisers in connection with the Parties relationship and future negotiations. Notwithstanding
    the foregoing, each party may issue a press release and/or regulatory announcement and/or make a filing with any federal or state agency,
    regarding the existence of this MOU and the transactions contemplated herein.

    

	 	 
	Exclusivity	
    During the Term, the Parties agree that they will
    not accept offers from or negotiate with any third parties regarding the proposed development of the existing processing plant at the
    Property. As the owner of the processing technology, Vivakor shall have the sole right and authority to enter into agreements for the
    sale of asphalt cement produced from the Property.

    

	 	 
	Miscellaneous	This Memorandum may be executed in counterparts each of which shall be
    deemed an original. This Memorandum shall be construed, interpreted and governed by the laws of the State of Utah and the
    parties agree that any disputes hereunder shall be resolved in state or federal courts located in Utah and each party irrevocably
    submits to the jurisdiction of such courts. This memorandum supersedes any prior discussions or agreements between the parties with
    respect to the matters set forth herein.


 


 


 


 






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The parties have entered into this Memorandum which shall be effective
this 8th day of March 2022.


 


 


	GREENFIELD ENERGY, LLC,	VIVAKOR, INC.,
	a Utah limited liability company	a Nevada corporation
	 	 
	 	 
	By: /s/ John Potter                   	By: /s/ Matthew Nicosia                   
	John Potter, Manager	Matthew Nicosia, CEO






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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