Exhibit 10.1(a)
MEMORANDUM OF UNDERSTANDING
Between
THE SOLAR SYSTEM MINING CORPORATION
And
E'PRIME AEROSPACE CORPORATION
A. Purpose
The purpose of this MOU is for and to explore the potential for collaborations
in the following technical areas: Solar System Mining Corporation and E'Prime
Aerospace Corporation intends to explore the "for profit" possibilities of
mining Near Earth Asteroids for precious metals and semi conductor material.
1. The Solar System Mining Corporation (SSMC) having a place of business at 5713
Brittany Ct. 34, Charlotte, NC. 28270, plans to purchase launch services and
technical support from E'prime Aerospace Corporation (EPAC) having a place of
business at 7637 Leesburg Pike, Falls Church, VA. 22043, starting in the year
2015 (approx.)
2. SSMC plans to purchase a minimum of eight launches from E'Prime over a ten
year period at a cost to be determined by both parties at a later date. The
first launch, several years ahead of the mining probes, is to be a specialized,
earth sensing satellite in connection with EPAC's Unified Satellite Transfer
Module to scan NEA's for the purpose of narrowing down prospects of Near Earth
Asteroids for mining of precious metals and/or semi-conductor material "for
future profit." Robotic mining probes, again using the USTM for power and
mobility, will be launched for the purpose of landing on and taking samples of,
the NEA's. The USTM will then return to earth orbit and return the 1,000-2,000
kilograms of material to earth for evaluation. SSMC and EPAC, will then decide
on in-orbit harvesting or using solar sails to bring prospective NEA's to
Earth/Moon L4 or L5 for eventual harvesting based upon mutual agreement by the
nations of Earth. Both parties agree and understand the technology required for
harvesting of precious metals and/or semi-conductor materials is in its infant
stages and will need to be developed further to make the planned harvesting of
NEA's highly profitable.
3. SSMC plans to pay EPAC $375,000/year over four years ($1,500,000) as a "down
payment" for their services at a date to be determined by both parties. Both
SSMC and EPAC agree the "down payment" is a minimal amount, which could be
higher depending upon the final cost and scope as determined at a later date.
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B. General Considerations
1. No Fees or Funding. Neither party will be required to provide the other party
with any fees or funding in connection with any activities, definitive
agreements, or other projects contemplated by this MOU.
2. No Obligation of Funds. All activities under or pursuant to this MOU are
subject to the availability of appropriated funds, and no provision herein shall
be interpreted to require obligation or payment of funds. This MOU is not a
funding document and does not represent the obligation or transfer of funds.
3. Definitive Agreements. This MOU expresses the intent of to explore
collaborations and pursue definitive agreements on matters set forth in this
MOU. Specific collaborative research, as well as intellectual property matters,
and other terms and conditions, will be subsequently negotiated as part of any
such definitive agreements. The parties agree that this MOU is independent of
any other contract between and is not released hereby from its obligation under
other existing contracts.
4. Confidential Information. No confidential or proprietary information will be
disclosed pursuant to a subsequently negotiated and signed definitive agreement.
Both parties recognize that specifically prohibits any employee from knowingly
disclosing the trade secret information of a private entity.
5. Non-Disclosure. Neither party will disclose any confidential or proprietary
information provided by or on behalf of the other party unless required by law
or regulation or agreed in writing by them. This obligation may be superseded by
confidentiality undertakings in a subsequently negotiated and signed definitive
agreement.
6. Governing Law. This MOU shall be governed by United States federal law for
all purposes including, but not limited to, determining the validity of this
MOU, the meaning of its provision and the rights, obligations and remedies of
the parties.
7. No Assignment. Neither party shall assign this MOU to third parties without
prior written approval of the other party.
8. Points of Contact. The personnel listed under this section are designated as
the principal points of contact between the parties in the performance of this
MOU.
9. Duration. The period of this MOU shall be for no less than five years from
the effective date below, unless termination of the SA occurs in accordance with
the provisions of paragraph 10; is agreed to by both parties in writing. 10.
Termination. Either party may terminate this MOU before the date provided in
paragraph by written notice to the other party thirty (30) days before the
desired date of termination. The terminating party will not incur any liability
to the other party for terminating this SA.
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IN WITNESS WHEREOF, the parties do hereby execute this MOU effective as of the
date of the last signature appearing below.
For THE SOLAR SYSTEM MINING CORPORATION
/s/William E. Gunn
- -----------------------
William E. Gunn
President and CEO
Date: 7/14/07
For E'Prime Aerospace Corporation
/s/James D. Oldham III
- -----------------------
James D Oldham, III
President and CEO
Date: 7/14/07
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