Confidential NDA, MOU & Working Agreement

The Party of the First Part together with the Raven Project Partners' Group (hereinafter the “Parties”) shall mutually and separately enjoy all the rights, privileges, benefits, and responsibilities as enumerated below in the terms of the Agreement. In as much as changes may occur for various reasons, i.e.: marketing, 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 representations or manifestations of the original Parties. 

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

WHEREAS, to further these ends, the Raven Project Partners' Group together with the Party of the First Part 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 Transaction and perform thereunder; and 

WHEREAS, the Parties agree that each 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 Transaction and, if such Transaction is consummated, how best to effect such Transaction; and (iii) except as required by Law, refrain from disclosing any Proprietary Information of the other party or information about the 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 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 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 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 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 orders 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 business 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 business 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 will remain in effect except for the cause of dormancy as explained in the Client Registration Form and for other material causes which can include, but are not limited to, any determination in good faith by the Company of any of the following: 

1. a Project Representative as principal, or any of their associated representatives, are convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); 
2. a Project Representative as principal, or any of their associated representatives is convicted of theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to the Raven Project Partners' Group or any of its affiliate’s assets, property, or business opportunities; 
3. intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Project Representative's duties to the Raven Project Partners' Group or any affiliates, or the Project Representative's refusal or intentional failure to follow or carry out any lawful direction of or the written policies of the Raven Project Partners' Group; or  
4. the Project Representative's intentional, material breach of any agreement between the Project Representative and the Raven Project or any affiliate of the Raven Project Partners' Group. Prior to any termination with Cause, the Raven Project Parter's Group shall provide written notice to the Project Representative of its intent to affect the termination of the Project Representative's representation with Cause. the Raven Project Partners' Group, in its sole discretion and good faith, shall determine the basis for a termination with Cause. 

The term of engagement shall continue for a minimum of 3 years, and shall remain in effect as long as there are active MOUs or Working Agreements between the parties for 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 that the remedy at law alone will 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 LAW OF THE UNITED STATES OF AMERICA 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 its in any final agreement relating to the 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 business 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 by facsimile (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 its address set forth below:

If to the Raven Project Partners' Group.:

Raven Project Partners' Group 
Attn: Dr. Tim Collins, JD 
13625 Herald Road 
Coeburn, VA 24230 
Phone: (941) 266-5497 
Email: AACCTTSS [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. Memorandum of Understanding and Working Agreement

In conjunction with this Mutual Confidentiality and Non-Disclosure Agreement (NDA), with the effective date as the date of the submission of this form, we would like to lodge the following terms of mutual understanding as a Working Agreement between us for Raven Project Client acquisition, pursuant to the following terms and conditions:

• This agreement, as a supplement to our mutual NCA, is applicable both to the Party of the First Part
• the Raven Project Partners' Group represents the interests of the following corporations, all incorporated in Virginia:
  • Raven Mine Management & Mineral Holdings Company
  • International Carbon & Rare Earth Brokerage, Inc.
  • AACCTTSS Foundation, Inc.
• Under this agreement, the Raven Project Partners' Group is represented jointly and equally through its agents:
  1. (1) Mr. Richard H. Friedberg of Florida, and 
  2. (2) Dr. Timothy W. Collins of Virginia.
• The Party of the First Part, as an independent contractor, is responsible for its own actions, employees, expenses, and taxes.
• Neither the Party of the First Part, nor its associates, are classified as employees or partners of the Raven Project Partners' Group and cannot speak for, contractually obligate, or bind any of the Raven Project Partners' Group associated entities.
• The Party of the First Part may use the Raven Project Partners' Group copyrighted materials, trademarks, tradenames, service-marks, subsidiaries, and partnerships in connection with the Raven Carbon Mineral Interest (CMI) Unit sales Project in its marketing, and introductions.
• the Raven Project Partners' Group's CMI sales and distribution materials and trademarks belong to them. The Party of the First Part only has permission to use them. However, should either party end the business relationship, the Party of the First Part must cease using said materials and return them ASAP.
• All clients introduced to the Raven Project Partners' Group, or sent to any of the "projects.money" websites, or otherwise created through the processes set out therein, are the exclusive Participants/Clients of the Raven Project Partners' Group.
•  The Party of the First Part is not permitted to introduce products or services to the Raven Project Partners' Group CMI Unit Participant clients that compete with the Raven Project Partners' Group mineral projects or other business interest during the term of this relationship but may provide noncompetitive products and services to the Raven Project Partners' Group's CMI Unit Participants.
• As of the date of the submission of this form, the Party of the First Part you may also be considered to further represent, the Raven Project Partner's Group's additional Carbon and Rare Earth Opportunities, in other associated, emerging, and disrupting technologies such as:  

1. Coal-bed Methane to Lab Diamonds, ($600 per Carat Unit)
2. Diamond Backed IBUs (International Barter Units, Crypto Competition) ($800 per $1K Units)
3. "Carbon Rich" an Organic Soil Supplement made from Coal, ($1,600 per Ton Unit)
4. Laser Flashing of Coal to Graphite, ($8,500 per Ton Unit)  
5. Biotechnology conversion of Graphite to Graphene ($45,000 per Ton Unit), and 
6. Gold from Utah Mining Project ($55,000 per Kilo Unit)
7. Extraction of Rare Earth Elements (REE) from Micro-ground Met Coal ($800K per Ton Unit).  

• The Raven Project Partner's Group may provide free promotion and presentation materials, however, if it is legal, ethical, and harmonious to the Raven Project Partner's Group's materials, the Party of the First Part may create, at its own cost, and with approval, its own marketing products, strategies, and services to supplement those provided by the Raven Project Partner's Group. Should the Raven Project Partner's Group discover a conflict with said materials, the Party of the First Part may no longer utilize them.
• The Party of the First Part is not responsible for the content or methodologies used in marketing campaigns and materials, or for products and services offered by the Raven Project Partner's Group; likewise, the Raven Project Partner's Group is not responsible for any warranty or claim, product or service offered by the Party of the First Part in their materials or presentations.
• Each party shall indemnify the other from any cause of action arising from products, activities, services, communications, etc. for which they are responsible, 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.  
• ACTS, 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.  
• Compensation shall be on a one-time basis only (except for payment on increases in CMI Unit purchases). Should there be an increase in purchase amount at a later date (or contemporaneously) it will be compensated at the same rate. 
• The Success fee payment shall be set at 4 (four) % (percent) of any amounts brought into the program by a Representative, each and every time that client invest in Units.  For Example: If a client purchases 1 unit, then 1000 units, and later 100,000 Units the Representative would be paid a one-time payment of 4% for each purchase for a total of 3 one-time success fees payment on 101,001 Units purchased by the Participant.
• If any cost or expenses are advanced to a Project Representative or are submitted but were never approved, they may be subtracted from commissions. If any were approved for reimbursement, they may be added.
• Success fees are paid as soon as a Participant's funds clear the bank.  
• There will be transparency and full disclosure between the Party of the First Part and Raven Project Partner's Group concerning increases in Unit amounts purchased by Clients of Raven Project Partner's Group that were introduced by the Party of the First Part.
• Raven Project Partner's Group's CMI Unit Participants are exclusive to them once they are disclosed by the Party of the First Part and engaged, and for the length of the Project.  Other Project Representatives of Raven Project Partner's Group will not be allowed to solicit them for competing services once the introduction has been made with Raven Project Partner's Group and/or they have accessed any of the "Projects.money" web pages. 
• The Party of the First Part is not bound to any territory market, or geography for recruiting and prospecting clients. Limitations may be added in the future per state, federal, or international law, and per corporated resolution of Raven Project Partner's Group. 
• Raven Project Partner's Group will not reject the Party of the First Part’s clients except for insufficient capacity, unacceptable credit worthiness, or other legitimate and good faith causes, such as having already been engaged by another Project Representative or having already independently begun the Application process via the website.
• Our relationship will be honored and survive corporate acquisition or dissolution.
• The Project Representative will be allowed to continue this relationship unless they engage in unethical or illegal behavior. Under such circumstances, termination shall be by notice and with cause. 
• Project Representatives have the second right of refusal, behind Participants, to claim and purchase any available equity from project offered to clients that are not acted on or rejected.  Raven Project Partner's Group will open up any available or unclaimed equity opportunities to participation from associates and Project Representatives should Participants fail to act. 
• The parties to this agreement understand that we are working under an MOU and that this document constitutes our working agreement but may later be reduced to an agency assignment agreement if necessity demands. Until such time, we are being bound by our word, standard market practices, good will, and our bond as men and women of honor, integrity, and good faith. 
• This MOU shall have full legal force as an agreement and shall remain in full force and effect until such time and an official Agency Agreement is executed, if needed, bearing the signatures of all the signing parties below, or their agents or assigns. 
• Any conflict shall be limited to the courts of Virgina or arbitrated therein. 
• Although this is the entire agreement between the parties, except for the NDA, if reduced to writing, amendments and additions may be added.

Permission is hereby granted to proceed with introductions and applications and to engage with client applicants as outlined, understood, and agreed to above, as of the date of submission of this form.

15. Entire Agreement, Counterparts. 

This agreement and the attached MOU, contains 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.

SIGNATURES 

IN WITNESS WHEREOF, the parties do execute this Agreement, effective after the date of submission once acknowledged, received, and approved by GIS Grants. 

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

Raven Project Partner's Group 
Electronic Signature

By:   
Name: Dr. Timothy W. Collins 
Title: Executive Director / CEO
The AACCTTSS Foundation, Inc. 
Email: aaccttss [at] gmail.com 
Phone: (941) 266-5497