NDA/MOU Agreement

MUTUAL NON-DISCLOSURE & MOU/WORKING AGREEMENT

Once executed, this Mutual Non-Disclosure and MOU/Working Agreement (hereinafter “Agreement”) shall be deemed to be effective as of the date of the following: 

• The applicant is Qualified,
• All Necessary webforms are completed and submitted, 
• The webform is received by ICARE, and approved. 

This Agreement is by and between,

(1) Party of the First Part, authorized Participant or their agent or representative, as indicated on this form, in the State indicated on this form, shall hereinafter be referred to as (Participant) together with, 

(2) Party of the Second Part, a cooperative of three entities, (hereinafter “Raven Project Partner's Group”):

a. International Carbon & Rare Earth Brokerage, Inc., a special purpose S-Corp, and its assigns, incorporated in the Commonwealth of VA, (hereinafter ICARE or ICARE Brokerage) which is represented jointly & equally through its agents and directors, Mr. Richard H. Friedberg of FL, and Dr. Timothy W. Collins of VA and holds the primary oversight over all matters related to bringing this opportunity to Participants, and selling the Carbon Mineral Interest (CMI) Units at Market for and on behalf of the owners.

b. Raven Mine Management & Mineral Holding Company, (hereinafter Raven Mining) and/or its assigns and/or subcontractors, a Mining Company incorporated in the Commonwealth of VA, holds the lease rights for the Raven Seam of Coal, which is controlled by the the Foundation (identified in part "c." below), together with the rights to mine all CMI Units created by the Foundation and sold to Participants, and to oversee the actual mining operation necessary to extract the tangible CMI Units and transport them to Market on behalf of the owners.  In connection with the lease rights, Raving Mining has primary oversight over all matters related to the actual mining and mine development of the Foundation and Participants' CMI Units. 

c. The Foundation, (hereinafter “Foundation”), identified as "The Foundation" referenced on the "Opportunity" page of the website presentation found at https://overview.projects.money/ whose EIN is 54-1023666 is a federally predetermined non-profit charitable corporation whose Tax ID is 54-1923666, represented by its Executive Director, Dr. Tim Collins, and the owner of the gateway property to the Raven Seam of Coal and the creator of CMI Units, currently manages assets valued in excess of $1 (one) Trillion USD which are held as part of the endowment assets of the non-profit.  The Foundation is the party who owns and provides all the land and/or mineral rights which my be transferred in association with this project; which transfer shall become effective after the completion after all required documentation and they payment of all cost and fees.

d. Incorporated in this section are any and all "Future" or "Further" designations, delegations, sub-contractors, and assigns.  In conjunction therewith, Party of the Second Part reserves the right to designate, delegate, subcontract, and/or assign any or part of their rights, privileges, and responsibilities under this agreement.  

Applicant together with Raven Project Partner's Group (hereinafter the “Parties”) shall mutually and separately enjoy all the rights, privileges, benefits, and responsibilities as enumerated below in the terms of this Agreement. In as much as changes may occur for various reasons for party one i.e.: elections, changes of administration, appointments, committee reassignments, change of designated representative, role or job descriptions, hiring or terminations, etc. and also for party two i.e.: the creation of DBAs, the formation of a holding company, subsidiaries, etc. all terms of this agreement are binding on and assignable to said future and/or further representations or manifestations of the original Parties.

WHEREAS, the Parties may or will enter into discussions concerning mining and mineral projects or other financial relationships or transactions and may determine to enter into such representation, relationship, project, or transaction (the “Project / Transaction”);

WHEREAS, to further these ends, Raven Project Partner's Group together with Applicant may, from time to time, receive a disclosure of confidential or proprietary information from the other party or the other party’s agents, consultants or affiliates for the purpose of enabling such party to evaluate the Project / Transaction and perform thereunder; and

WHEREAS, the Parties agree that any party’s information is the proprietary and confidential property of the disclosing party.

NOW THEREFORE, the Parties agree to hold in confidence and to refrain from the unauthorized use of any confidential or proprietary information of the other party as set forth below:

1. Proprietary Information.

(a) As used herein, “Proprietary Information” means all information concerning the business and affairs of a party, including, but not limited to, any and all proprietary information, patents, emerging technologies, technologies in development, leverage technologies, trade secrets, systems and processes, development plans, insider information; product specifications, data, know how, formulae, processes, designs, sketches, photographs, samples, inventories; past, current and planned research and development; current and planned distribution methods and processes; computer software and data base systems, technologies, structures and architectures; organizational policies and procedures; concepts, tools, and techniques; contracts, agreements, and partners; marketing information and plans; demographic information; financial and accounting records, data, and projections; pricing data; operations: inventory or sales data or plans; grants and awards; environmental and carbon credit systems, structures, partners, and programs; costs or cost analysis; employees, vendors, suppliers, or client and customer lists; expansion plans (e.g. existing, and entry into new, areas, markets, clients or client list, services, or geographic locations of operations; project partners, companies with whom representation contracts and Agency Agreements are signed together with the contents and terms of those agreements; lawsuits and/or claims; management philosophy; property or asset ownership or rental activity and reports; and sell-through activity reports, any and all categories listed above or herein, whether furnished or learned before or after the date hereof, whether oral, written or electronic, and regardless of the manner or form in which it is furnished and learned and Proprietary Information received from Representatives of the Parties.

(b) Proprietary Information does not include information that (i) was available to the public prior to the time of disclosure; (ii) becomes available to the public through no act or omission of the other party or its Representatives; (iii) is communicated rightfully and explicitly to the other party free of any obligation of nondisclosure and without restriction as to its use; (iv) was in the other party’s possession and obtained on a non-confidential basis prior to its disclosure by the disclosing party or its Representatives; or (v) is independently developed by the other party without reference to or use of the Proprietary Information of the disclosing party.

Additional Proprietary information:

Additional Proprietary information shall include and extend to all undisclosed or unadvertised Partners, projects, technologies, and development; all management personnel and systems; Service, Development, Mining, and Manufacturing Partners of the Raven Partner's Group; and other client participants or contact lists; investors and funding sources; buyers or sellers; business, government, or non-profit partners; and other builders and manufacturers; miners, mining companies, or brokers; as well as all representatives, and affiliates; ans/or other programs and partners (including grant and carbon credit programs); and marketing strategies and methodologies known to or created by the Raven Project Partner's Group.

2. Non-Use and Non-Disclosure.

(a) Subject to Section 2(b), each party agrees to, except as required by any United States or foreign law, rule, regulation, compulsory legal process, stock exchange rule or disclosure requirement of the Securities and Exchange Commission or any other government agency (collectively, the “Law”) (i) hold Proprietary Information of the other party in confidence and refrain from disclosing Proprietary Information of the other party, or transmitting any documents or copies containing Proprietary Information of the other party, to any other person or entity except as permitted under the terms of this Agreement; (ii) use the Proprietary Information solely for the purpose of evaluating whether to enter into the Application / Transaction and, if such Application / Transaction is consummated, how best to effect such Application / Transaction; and (iii) except as required by Law, refrain from disclosing any Proprietary Information of the other party or information about the Application / Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto, the status thereof, or the fact that the Proprietary Information has been made available to the receiving party or its Representatives; except to its affiliates and its and their directors, officers, employees, agents and representatives (including, without limitation, financial advisors, outside attorneys, accountants and consultants) (collectively the “Representatives”) who need such information for the purpose of exploring or carrying out the Application / Transaction (and the receiving party shall require each such Representative to agree to be bound by the provisions of this Agreement and the receiving party shall be liable for any breach of the terms of this Agreement by its Representatives). Each party shall use at least the standard of care with respect to protecting the Proprietary Information of the other party that it accords its own confidential and Proprietary Information, but in no event less than reasonable care.

(b) In the event that a receiving party or any of its Representatives is legally compelled, pursuant to a subpoena, civil investigative demand, regulatory demand, or similar process or pursuant to applicable Law to disclose any Proprietary Information or any other information concerning the other party or the Application / Transaction, the receiving party shall provide the disclosing party with prompt notice of such request or requirement as well as a copy of the text of the proposed disclosure as far in advance of its disclosure as is reasonably practicable, and will in good faith consult with and consider the suggestions of the disclosing party concerning the nature and scope of the information the receiving party proposes to disclose. The disclosing party may seek an appropriate protective order or other remedy, may consult with the receiving party with respect to the disclosing party’s taking steps to resist or narrow the scope of such request or legal process, or may waive compliance, in whole or in part, with the terms of this agreement. The receiving party agrees to take all reasonable steps to cooperate fully with and not to oppose any action by the disclosing party to obtain a protective order or other appropriate remedy.

(c) Neither party shall use, directly or indirectly, any Proprietary Information of the other in connection with or for the purpose of competing with the disclosing party in the disclosing party’s line of business or in a line of business if proposed or contemplated by the disclosing party during the term of this Agreement.

3. Ownership and Implied Rights.

All Proprietary Information shall remain the sole and exclusive property of the disclosing party and nothing in this Agreement, or any course of conduct between the parties shall be deemed to grant to the receiving party any license or rights in or to the Proprietary Information of the disclosing party, or any part thereof.

4. Restrictions on Copying.

Neither party shall make any copies of any Proprietary Information of the other party, except as may be strictly necessary to explore financial engagement opportunities with the disclosing party or in the course of its relationship with the disclosing party. Any copies made shall bear a clear stamp or legend indicating the confidential nature. Neither party shall remove, overprint or deface any notice of copyright, trademark, logo, or other notices of ownership from any originals or copies of Proprietary Information of the other party.

5. Return of Materials.

Upon termination of discussions regarding potential financial engagement opportunities with each other, or at the request of the disclosing party at any time, the receiving party shall promptly return to the disclosing party all Proprietary Information of the disclosing party, in whatever format, in the possession or control of the receiving party, including all originals, copies, reprints and translations thereof and any notes prepared by the receiving party or its Representatives in connection with the Proprietary Information of the disclosing party.

6. Term, Termination.

This Agreement shall become effective upon execution and submission of this form and will remain in effect for a minimum of 3 years, and shall remain in effect as long as there are active MOUs or Working Agreements between the parties and five (5) years thereafter; provided, however, that the expiration of such period of five (5) years shall not convert Proprietary Information into non-proprietary information or otherwise change the character of Proprietary Information as all Proprietary Information shall retain its proprietary nature until such time as one or more of the exceptions in Section 1(b), Proprietary Information, become applicable.

7. Careless Acts, Non-competition, & Non-circumvention. 

This agreement prohibits any deliberate, direct, or careless actions by either party that facilities injury to, or loss of business of, the other or enables themselves or their associates to engage in competition with the other, or creates conditions of circumvention of the other’s clients, projects, or partners. Any loss of revenue or profits related to such activities shall be deemed recoverable in a court of law together with reasonable attorney’s fees and damages.

8. Breach, Remedies.

(a) In the event of a party’s breach of its obligations under this Agreement, the non-breaching party has the right to (i) demand the immediate return of all of its Proprietary Information, (ii) recover its actual damages incurred by reason of such breach, including, but not limited to loss of revenue, attorneys’ fees, and costs of suit, (iii) obtain injunctive relief to prevent such breach or to otherwise specifically enforce the terms of this Agreement, in which, in either event, no bond shall be required, and (iv) pursue any other remedy available at law or in equity.

(b) It is understood that the covenants of this agreement and the Proprietary Information disclosed are special, unique, and of extraordinary character. It is specifically understood and agreed that any breach of this Agreement is likely to result in irreparable injury to the disclosing party and the remedy at law alone may be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the disclosing party shall be entitled to seek the specific performance of this Agreement by the receiving party and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages. The receiving party also agrees to indemnify and hold the disclosing party harmless from any damages, losses, costs, or liabilities (including, without limitation, legal fees or other costs of enforcing the indemnity) arising out of or resulting from any unauthorized use or disclosure by the receiving party or its Representatives of any Proprietary Information or other violation of the terms of this Agreement.

9. Governing Law. 

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN STRICT ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF VIRGINIA WITHOUT REFERENCE TO “CONFLICT OF LAW” RULES THEREOF.

10. Waiver, Severability.

Any failure on the part of a party to insist upon the performance of this Agreement or any part thereof, shall not constitute a waiver of any right under this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing and executed by the party waiving the right. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason or to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the fullest extent permitted by law.

11. Accuracy of Proprietary Information.

(a) Neither party makes any express or implied representation or warranty as to the accuracy or completeness of Proprietary Information disclosed to the other party. Neither party nor their Representatives shall be subject to any liability resulting from the use of its Proprietary Information by the other party or its Representatives or for any errors therein or omissions therefrom. The Parties agree that they are not entitled to rely on the accuracy or completeness of any Proprietary Information and that they shall be entitled to rely solely on such representations and warranting regarding Proprietary Information as may be made to it in any final agreement relating to the Application/Transaction, subject to the terms and conditions of such agreement.

(b) Each party acknowledges that the restrictions set forth herein are fair and reasonable and are necessary in order to protect the financial interest of the other party and the confidential nature of the Proprietary Information of the other party. Each party further acknowledges that the Proprietary Information of the other party is unique to the business of the other party and would not be revealed to it were it not for its willingness to agree to the restrictions set forth herein.

12. Notices.

Any notice required or permitted to be given in writing under this Agreement shall be mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent electronically (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 11). All such communications shall be mailed, sent, or delivered, addressed to the party for whom it is intended, at the address set forth below:

If to the Raven Partner's Group:

Raven Partner's Group, Inc. 
Attn: Dr. Tim Collins, JD 
13625 Herald Road 
Coeburn, VA 24230 
Phone: (941) 266-5497 
Email: ICAREbrokerage [at] gmail.com

13. Binding Effect, Assignment.

This Agreement and its rights, privileges, duties, and obligations shall inure to the benefit of and be binding upon each of the parties hereto, together with their respective successors and permitted assigns. Neither party shall have the right to assign any of its rights, duties, or obligations under this Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed.

14. Entire Agreement, Counterparts.

This agreement and the attached MOU contain the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior written or oral agreements between said parties with respect to said subject matter. No modifications of this agreement shall be binding on the Parties unless approved in writing by the Parties hereto. This agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

15. Working Agreement

In conjunction with our Mutual Confidentiality and Non-Disclosure Agreement (NDA), with an effective date being the date of the receipt and approval of this form by the Raven Project Partner's Group, we would like to lodge the following terms of mutual understanding as a Working Agreement and MOU (Memorandum of Understanding) between the parties, pursuant to the following terms and conditions:

• This agreement, as a supplement to our mutual NDA, is applicable both to the party signing and any company or group of companies they may represent.  
• The Raven Project Partner's Group represents the interest of the following corporations: The Raven Mine Management & Mineral Holding Company, International Carbon & Rare Earth Brokerage, Inc. and the Foundation, all incorporated in Virginia, and any further designations or assigns.
• Under this agreement, ICARE is represented jointly and equally through its agents: (1) Mr. Richard H. Friedberg of Florida, and (2) Dr. Timothy W. Collins of Virginia.
• The signing party personally, and as the authorized agent for any individual or corporation who is a participant, or other qualified entity, is responsible for its own actions, assertions, departments, divisions, employees, taxes, and expenses.
• Being a purchasing participant does not make the participant nor the participant’s authorized agent an employee, representative, or partners of ICARE, the Raven Mining Company, or the Foundation, nor does it entitle them to speak for, contractually obligate, or bind any of the Raven Project Partner's Group or any of their associated entities or agencies.
• The Purchasing Participant may access, and utilize any of the Raven Project Partners Group's information from the "projects.money" family of websites in connection with Due Diligence or approved Affiliate sharing, but this does not however grant any rights to trademarked or proprietary information.  All data at our sites should be deemed proprietary.  
• The extension of rights above does not negate the fact that the Raven Project Partner's Group’s materials and trademarks belong to them exclusively. The Participant only has permission to use them as specified or approved in writing. However, should either party end the relationship or withdraw from the project, the participant must cease using said materials immediately, unless approved otherwise.
• All participants representing themselves directly through the "projects.money" websites will be assigned a Project Representative unless a Representative has previously contacted them and has already registered them as a client. Participants are the exclusive client of the Representative who shall be primarily responsible for assisting them through the Purchasing process. The Representative is the participant’s first point of contact.
• Representatives will be allowed to continue unless they engage in unethical or illegal behavior. Under such circumstances, the representative will be replaced.
• Representatives are not permitted to charge the Participant for their services, they are compensated by ICARE.
• Representatives are not allowed to introduce products or services to Applicants that compete with the Raven Project Partner Group’s, products, opportunities, technologies, partners, or other financial interests or engagements with the Participant during the term of this relationship. Any such behavior should be immediately reported to ICARE at ICAREbrokers [at] gmail.com (ICAREbrokers[at]gmail[dot]com) or by phone at +1 (941) 266-5497.
• Reps may provide non-competitive products and services to Participants if so desired.
• As of today, the participant is being granted permission to obtain and pursue the full range of products and services offered by ICARE, visit the "projects.money" family of websites often to check for updates.  
• Participating in this opportunity is not guaranteed and ICARE reserves the right to deny a Participant.
• ICARE provides various opportunity promotions and application materials to its reps, however, if it is legal, ethical, and harmonious with the Raven Project Partner's Group’s Grant presentation materials, reps may create, their own methodologies, presentation products, strategies, and services to supplement those provided by ICARE to present opportunities to requesting participants.   Should you discover a conflict between any materials provided by a Rep and the content of our website, please notify us at once, and be aware that only the content on our website is accurate, up-to-date, and binding.
• ICARE is not responsible for the content or methodologies used in marketing campaigns or materials we did not create, or for products and services used by Reps in their presentations if they conflict with our parent site.
• Representatives have entered into an indemnification agreement with GIS and are personally responsible for any cause of action arising from products, activities, services, communications, etc. they may create or communicate, including attorney’s fees.
• The current minimum requirement for a Participant to engage ICARE is 1 (one) Unit, and the price of the Unit is determined by the market.
• The Raven Mining company retains the right to mine all Units purchased under their Lease with the Asset Owner, and ICARE is the exclusive brokerage through which to accrue Units and sell Units.  
• The Foundation, the non-profit, is the only authorized party to receive funds, under this program, and will handle the settlement and payment of participants once the process is completed.  
• The Participant understands and accepts that some taxes and fees may apply in brining the coal to market and these costs will be deducted from profits prior to settlement.  
• The Raven Project Partner's Group will not reject a purchasing participant except for insufficient capacity, unacceptable creditworthiness if a financing options is allowed, or other legitimate and good faith causes, such as an incomplete or inaccurate documentation.
• Our agreements and relationships will be honored and survive corporate acquisition or dissolution, changes in reps, changes in capacity, and/or any governmental or political change.
• The Raven Project Partner's Group has the second right of refusal, behind the Participant, to claim and purchase any available equity from the project, if offered by the Raven Mining Company and denied by the participant.
• The parties to this agreement understand that we are working under an MOU and that this document constitutes our working agreement and shall survive although it may later be reduced to a Purchase Contract or incorporated by reference into other agreements between the parties.  Until such time, we agree to be being bound by these terms, standard market practices, goodwill, and our bond as men and women of honor, integrity, and good faith.
• This Working Agreement shall have full legal force as an agreement and shall remain in full force and effect until such time and an official Sales Contract is executed, bearing the signatures of all the necessary authorized signing parties, or their agents and assigns.
• Any conflicts shall be limited to the courts of Virginia and/or arbitrated therein.
• This is the entire agreement between the parties to date, except for the NDA which is incorporated herein.
• Amendments and additions may also be added. Matters not reduced to writing shall not be binding.

If all the qualification steps have been taken, permission is hereby granted to proceed with the full participation and the client may be redirected to the main webpage.  

SIGNATURES:

IN WITNESS WHEREOF, the parties have executed the terms of this understanding, effective after the submission of this form, once received, acknowledged, and approved by ICARE Brokerage.

Electronic signatures are acceptable to create originals and notarization is not required.

The Raven Project Partner's Group

By: ​ 
Name: Dr. Timothy W. Collins 
Title: Officer & Director / Exec. Dir. (the Foundation) 
Email: ICAREbrokerage [at] gmail.com (ICAREbrokerage[at]gmail[dot]com) 
Phone: +1 (941) 266-5497