EXHIBIT 10.10
AMENDED AND RESTATED
SERVICES AGREEMENT
This Amended and Restated Services Agreement (the "Agreement") is
made
and entered into as of the 19th day of May,
2005, by and between TERRA INSIGHT
CORPORATION, a Delaware corporation
("TIC"), and THE INSTITUTE OF
GEOINFORMATIONAL ANALYSIS OF THE EARTH, a
Liechtenstein establishment (the
"INSTITUTE"). This Agreement amends and
restates the Service Agreement dated as
of January 7, 2005 between the parties.
WHEREAS, the INSTITUTE is in the business of developing, using,
and
licensing others to use, and is the
developer and owner of certain technology
and know-how used in the surveying,
mapping, detection, and reporting of natural
resources of the Earth (the "Mapping
Technology");
WHEREAS, TIC is in the business of providing services and products
in
connection with the identification,
location, exploration and recovery of
deposits of natural resources ("TIC
Services"); and
WHEREAS, the INSTITUTE licensed all of its commercial Mapping
Technology to TIC;
WHEREAS, the INSTITUTE agreed to provide related commercial
services in
the use of the Mapping Technology;
NOW THEREFORE, for good and valuable consideration and on the
promises
and premises set forth below, the parties
agree as follows:
1. GENERAL DESCRIPTION OF OBJECTIVES AND SCOPE OF SERVICE. TIC
hereby
engages INSTITUTE as an independent
contractor, and not as an employee or agent
of TIC, to provide to TIC the services, as
hereinafter set forth in greater
detail and within guidelines established by
TIC and INSTITUTE. INSTITUTE is not
granted any right or authority to assume or
create any obligation or liability,
express or implied, on behalf of TIC or in
its name, or to accept service of
process in any action on its behalf or in
its name, or to bind TIC in any manner
or form whatsoever.
TIC hereby retains INSTITUTE to perform such consulting and
advisory services (the "Services")
requested by TIC for the Term of this
Agreement. The Services shall include
suggestions of locations, detection,
assessments, prognoses, determinations,
analysis, surveys, diagrams, modeling,
mapping and recommendations related to the
utilization of the Mapping
Technology, preparation of reports of
results of the Services, and
interpretation of results of uses of the
Mapping Technology and of workings of
the Mapping Technology. INSTITUTE agrees to
perform for TIC the Services,
including preparation of any documentation
related thereto. INSTITUTE further
agrees to perform the Services in a good
workmanlike and timely manner. All
Services requested by TIC shall be
performed by personnel of INSTITUTE that are
reasonably acceptable to TIC. INSTITUTE
shall devote such time and efforts as
are reasonably consistent with the needs of
TIC, and will devote such time as
TIC reasonably requests and requires.
Notwithstanding anything to the contrary
herein, TIC shall own all of the work
product of the Services.
2. TERM OF AGREEMENT. The term of the Agreement shall be for a
period
of thirty (30) years (the "Term")
commencing with the date of this Agreement,
unless earlier termination pursuant to the
termination of the Technology License
Agreement entered into by the parties as of
even date. The Term shall
automatically renew for another thirty year
period unless terminated by either
party in writing within ninety (90) days
before the end of the initial thirty
year term unless sooner terminated in
accordance with the termination of the
Technology License Agreement.
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3. PAYMENTS. (a) TIC shall pay INSTITUTE fees for the Services
at
INSTITUTE's cost. Prior to commencement of
the requested Services, INSTITUTE
shall provide an estimate of the
anticipated total fees. For certain Services,
INSTITUTE shall be entitled to up to a 10%
markup upon its cost, as may be
agreed upon by the parties. Within ten days
after the end of each calendar
month, for each requested Service,
INSTITUTE shall furnish to TIC a statement,
in form acceptable to TIC, certified by an
authorized officer of INSTUTE,
setting forth the amount of fees payable to
INSTITUTE. TIC shall pay such fees
on a quarterly basis or as otherwise agreed
by the parties. The minimum fees per
year for the Services shall be $500,000.
Until such time as TIC has revenues of
at least $10,000,000 in a calendar year, or
such time as the market
capitalization for TIC exceeds
$100,000,000, 83.334% of the license fees paid by
TIC to the INSTITUT
