Joint Venture Agreement between the Company and North Bay Resources, Inc

Exhibit 10.1

Joint Venture Agreement

This Definitive Agreement (the “AGREEMENT”) is made and entered into as of this 1st day of June, 2023 (the “Effective Date”) by and between:

Introduction

WHEREAS, the parties entered into a Binding Memorandum of Understanding (“MOU”) dated April 21, 2023, which set forth the terms and conditions for the creation of a subsidiary corporation called CarbonMeta Green Resources Canada as a Limited Liability Company in British Columbia, jointly owned and managed by NBRI and CARBONMETA, for the production of carbon-negative cementless concrete using olivine;

WHEREAS, the parties desire to further memorialize their agreement and intentions as set forth in the MOU by executing this Definitive Agreement;

WHEREAS, All terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the MOU.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

IT IS AGREED as follows:

1. Purpose

The parties mutually agree to create a subsidiary corporation called CarbonMeta Green Resources Canada as a Limited Liability Company in British Columbia that shall be jointly owned and managed by NBRI and CARBONMETA, and whose objective shall be production of carbon-negative cementless concrete using olivine.

Place of Business & Term. The principal place of business of the Joint Venture shall be located at Vancouver, British Columbia. The term of the Joint Venture shall commence on the execution date hereof and shall continue for 5 years from the execution date hereof provided, however, that the Joint Venture shall be dissolved prior to such date upon the sale, transfer, or disposal of the Joint Venture and the payment or satisfaction of all debts of the Joint Venture.

Capital. Separate capital accounts shall be maintained for each Joint Venturer and shall consist of the sum of its contributions to the capital of the Joint Venture plus its share of the profits of the Joint Venture, less its share of any losses of the Joint Venture, and less any distributions to or withdrawals made by or attributed to it from the Joint Venture.

The contributions from each of the Joint Venturers, for the purpose of this Joint Venture, is the sum set after the name of each Joint Venturer as follows:

The Joint Venturers shall make such other capital contributions required to enable the Joint Venture to carry out its purposes as set forth herein as the Joint Venturers may mutually agree upon. The Joint Venturers shall arrange for or provide any financing as may be required by the Joint Venture for carrying out the purposes of the Joint Venture. The terms and conditions of all such loans shall be subject to prior approval of the Joint Venturers. The Joint Venturers shall endorse, assume, or guarantee such obligations of the Joint Venture as the Joint Venturers may mutually agree upon.

Percentage Interest in the Joint Venture. The respective percentage interest in the Joint Venture owned by each Joint Venturer, respectively, is as follow:

Profits. The net profits as they accrue for the term of this Agreement, or so long as the Joint Venturers are the owners in common of the business interest, shall be distributed between the Joint Venturers, based on the respective percentage interest in the Joint Venture owned by each Joint Venturer as follows:

Expenses of Venture. All losses and disbursements in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture, be paid by the Joint Venturers, in the ratio which the contribution of each Joint Venturer bears to the total contributions.

Powers of Joint Venturers. The following powers may be exercised only upon the consent of the Joint Venturers:

2. Additional Contribution of Parties

CARBONMETA will contribute the following:

NBRI will contribute the following:

3. Establishment of CMGRC

3.1 Ownership Structure

3.2 Activities and Operations

3.3 Transfer Price

3.4 Supply Chain Relationships

3.5 Licensing, Partnerships, and Sponsorships

4. Confidentiality

This AGREEMENT and all information disclosed by one party to the other in connection with the proposed collaboration shall be deemed Confidential Information as documented in the Non-Disclosure Agreement between CarbonMeta Technologies, Inc. and North Bay Resources, Inc., dated April 21, 2023.

Confidential Information. “Confidential Information” means nonpublic information that (a) the disclosing Party designates as confidential, or (b) information which, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information may include, without limitation, Technology, Technology Improvements, Derivative Works, Intellectual Property Rights, Marketing Materials, ideas, sketches, photographs, plans, drawings, specifications, computer programs or software, samples, studies, findings, data, reports, projections, plant and equipment expansion plans, lists or identities of employees or customers, financial statements or other financial information, pricing information, cost and expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether or not patentable), works or authorship (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries, descriptions, results and the like.

Derivative Works. “Derivative Works” means works that are based upon one or more pre-existing works, such as: (a) for copyrightable or copyrighted material, any translation, portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment, revision or other form in which such material may be recast, transformed, or adapted; (b) for patentable or patented material, any improvement thereon; and (s) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material that may be protected by any of copyright, patent, and trade secret.

Intellectual Property Rights. “Intellectual Property Rights” means any and all patent, copyright, trademark, trade secret, know-how, trade dress or other intellectual or industrial property rights or proprietary rights (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations, applications and renewals thereof), whether existing now or in the future, whether worldwide or in individual countries or political subdivisions thereof, or regions, including, without limitation, the United States.

Technology. “Technology” means materials, packaging, products, know-how and methods of manufacturing thereof as provided by a Party herein and including all Intellectual Property Rights embodied therein and any Derivative Works thereof. Technology further means, without limitation, any designs, materials, methods, formulae, processes, technology, apparatus, devise, techniques, systems, flow charts, sketches, photographs, plans, drawings, specifications, proprietary information, know-how, trade secrets, computer programs or software, samples, studies, findings, data, reports, projections, manufacturing specifications and methods, testing specifications and methods, pricing information, cost and expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether or not patentable), works of authorships (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries, descriptions and development results related to any materials, packaging, products, know-how and methods of manufacturing thereof.

Technology Improvements. “Technology Improvements” means any proprietary information, know-how, trade secrets, programs, designs, processes, methods, formulae, compositions of matter, documents, materials, technology, data, Intellectual Property Rights, or Derivative Works in developments and/or conceptions created, obtained or developed by either Party alone (including through the efforts of any independent contractor or affiliate of that Party) or together with the other Party that: (a) are based on, derived from or are direct improvements to Technology, (b) can be used in or in the production of Technology, or (c) provide alternatives for use in the production of Technology that, if so used, reasonably would: (i) add Technology capability or increase Technology efficiency or quality, (ii) reduce Technology manufacturing or Technology costs, and/or (iii) facilitate the manufacturing of Technology.

5. Term and Termination

This AGREEMENT is effective from the date first written above and shall continue in force until terminated by either party giving the other party at least 90 business days prior written notice.

6. General Provisions

7. Arbitration and Equitable Relief.

8. Liability

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT.