Exhibit 10.1

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into this __ day of December 2021 (the “Effective Date”) by and between AL DALI INTERNATIONAL CO., a company organized under the laws of Kuwait (“DIC”), and VIVAKOR, INC. a company organized under the laws of the USA, and its subsidiary, Vivaventures Energy Group, Inc., a company organized under the laws of the USA (“VIVAKOR”). DIC and VIVAKOR are each referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Government of Kuwait and United Nation, acting through the Kuwait Oil Company (“KOC”) has awarded to ENSHAAT AL SAYER (through the Joint Venture (“JV”) with WATER & SOIL REMEDIATION) to remediate contaminated soil under the Kuwait Remediation Program (“KERP”) pursuant to RFP – 2061027 – South Kuwait Excavation, Transportation and Remediation Project (“KOC Remediation Contract”);

WHEREAS, ENSHAAT AL SAYER desires to engage DIC/VIVAKOR to perform contaminated soil treatment for the KOC Remediation Contract using VIVAKOR’s patented technology for extracting hydrocarbons, as used in VIVAKOR’s REMEDIATION PROCESSING CENTER (“RPC”) plants.

WHEREAS, DIC and VIVAKOR desire to work together in performing remediation treatment services as subcontractors to ENSHAAT AL SAYER for the KOC Remediation Contract.

WHEREAS, VIVAKOR agrees to provide the needed RPC plants and technical supervision to perform the treatment services under ENSHAAT AL SAYER for the KOC Remediation Contract.

WHEREAS, DIC agrees to provide all other necessary resources (including infrastructure and operational financing) to operate the RPC plants under the technical directions of VIVAKOR to perform the treatment services under ENSHAAT AL SAYER for the KOC Remediation Contract.

WHEREAS, the Parties agree that this contract is subject to the signing of a subcontractor agreement between DIC and ENSHAAT AL SAYER to perform remediation services for the KOC Remediation Contract, which means this contract will only become enforceable the next day after DIC signs a subcontractor agreement for soil remediation services with ENSHAAT AL SAYER for the KOC Remediation Contract otherwise this contract will be automatically terminated.

WHEREAS, the Parties agree that the execution of subcontractor services for the KOC Remediation Contract will be under the name of ENSHAAT AL SAYER and DIC and VIVAKOR are only engaged as subcontractors of ENSHAAT AL SAYER.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, the Parties agree as follows:

DIC acknowledges that all equipment and intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered by VIVAKOR under this Agreement or prepared by or on behalf of the VIVAKOR in the course of performing its obligations hereunder (collectively, the “Deliverables”) except for any Confidential Information of DIC or DIC’s materials shall be owned by VIVAKOR and remain the property of VIVAKOR following the termination of this Agreement. For the avoidance of doubt, VIVAKOR shall own all equipment, machinery, parts, and materials used to set up, or be a part of the RPC plant, irrespective of whether such equipment, machinery, parts, or materials were purchased by or from VIVAKOR’s independent funds.

The above stated does not limit the use of additional equipment necessary for the carrying out of the remediation projects.

VIVAKOR is aware that DIC is relying on VIVAKOR’s remediation technology within its RPC plants and VIVAKOR’s technical expert to provide soil treatment services to ENSHAAT AL SAYER for the KOC Remediation Contract, and so warrants that:

DIC is aware that VIVAKOR is relying on DIC’s representation of its relationship with ENSHAAT AL SAYER and its ability to obtain a subcontractor remediation contract and DIC’s representations to procure an appropriate site, permits, funding for its obligations, to provide soil treatment services to ENSHAAT AL SAYER for the KOC Remediation Contract, and so warrants that:

It shall perform its engineering and construction in accordance with sound engineering, procurement and construction principles and good industry practice, all applicable codes and mandatory regulations, so that its engineering shall be such as to permit the services to comply with the requirements of this Agreement.

The Parties agree that the payments will be according to the following terms:

All payments under this Agreement shall be made in USD to VIVAKOR’s designated Bank.

“Affiliate” means, with respect to a particular Person, (i) any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, and (ii) any of such Person’s spouse, siblings (by Law or marriage), ancestors and decedents and (iii) any trust for the primary benefit of such Person or any of the foregoing. The term “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities or equity interests, by contract or otherwise.

“Person” means any natural individual, corporation, partnership, limited liability company, joint venture, governmental body, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision.

Each Party undertakes to protect the standards of business practice of the other Party at all times and to act in such a way as to uphold the other Party’s good name and reputation and not to do or attempt to do any act or thing which is intended and/or which in fact causes any damage to or brings discredit upon the other Party and in particular each Party will not:

Each Party places prime importance on health, safety and environment (“HSE”) issues and requires that the Parties adhere and actively pursue the highest standards of HSE performance.

Each Party shall be deemed to have acquainted itself and shall comply insofar as applicable with the terms, standards and specification stated in Resolution No.210 for 2001 issued by the Environment Public Authority containing the Executive Terms of Reference for Law No. 21/1995 amended by Law No. 16/1996.

Each Party shall take full responsibility for the adequacy, stability and safety of all its operations and methods necessary for the performance of the Works and shall ensure that the Works are carried out in accordance with the requirements of HSE stipulated in Kuwaiti law, Governmental regulations, guidelines of statutory bodies and safe working practices as required by the Client. The Subcontractor shall strictly comply with the Client’s latest version of Fire and Safety Regulations and Health, Safety & Environmental Management Systems (“HSEMS”) Guidelines for Contractors existing on the date prior signing the Contract. http://mcsetender.kockw.com/ET/Services/Informational/CommercialDocs.aspx

The Subcontractor shall submit a preliminary HSE plan based on Company’s Fire and Safety Regulations and HSEMS Guidelines for Contractors and other requirements stipulated in the tender document. The HSE plan shall be for all phases of the Works. The Subcontractor shall also strictly comply with the Company’s Guide to HSE Management System and all of its relevant HSE and HSEMS Procedures, Standards and Recommended Practices.

The Subcontractor shall ensure that its personnel are fully familiar and shall comply with Company’s Fire and Safety Regulations, HSEMS Guidelines and Contractor’s approved HSE plan. The Subcontractor prior to the Date for Commencement shall attend an orientation meeting. The Subcontractor shall also ensure that all its personnel are given HSE awareness training which enables them to carry out the Works safely.

Subcontractor is required to arrange all required PPE (personal protection equipment) as per OSHA standards for all work performing works on the site.

All important communications and contractual notices pursuant to or in connection with this Agreement shall be communicated in writing in the English Language as set forth below:

To DIC:

Name and position:

RFP- 2061027 – KERP-South Kuwait

AL DALI INTERNATIONAL COMPANY –

FAX:__________________________

Email:_________________________

To VIVAKOR: and a copy (not constituting notice to:

Vivakor, Inc. Hendershot Cowart P.C.

2 Park Plaza. Suite 800 1800 Bering Dr., Ste. #600

Irvine, CA 92614 Houston, TX 77057

Attn: Attn: Simon W. Hendershot, III

DIC and VIVAKOR may notify the other of any change to the address or any other details specified in this Section provided that such notification shall only be effective on the date specified in such notice.

This Agreement is executed in English. In the event this Agreement is translated into a language or languages other than English, this version in English shall be controlling on all questions or interpretations and performance.

The Parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of, or relate to, this Contract (or its construction, validity, or termination) (a “Dispute”).

If a Dispute cannot be settled through negotiations between appropriate representatives from each of the Parties, either Party may give to the other a notice in writing (a “Dispute Notice”). Within seven (7) days of the Dispute Notice being given, the Parties shall each refer the Dispute to the senior representatives nominated by the chief executive officer of each Party, who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice, it shall be resolved in accordance with the clause 18.1.

Any dispute, controversy or claim arising out of, or relating to, this Contract or its validity, construction or performance shall be referred to arbitration and finally settled under the Rules of the DIFC-LCIA (the “Rules”), which Rules are incorporated by reference into this clause. The number of arbitrators shall be three, one each to be nominated by the respective Parties and the third, who shall be the chairman of the tribunal, to be appointed by the LCIA Court. The seat of the arbitration shall be the Dubai International Financial Centre (although if the Parties agree, hearings may be held elsewhere) and the language of the arbitration shall be English. The Parties waive any right to refer points of law or to appeal to the courts, to the extent that such waiver can validly be made. Any requirement in the Rules to take account of the nationality of a person considered for appointment as an arbitrator shall be disapplied and a person shall be nominated or appointed as an arbitrator (including as chairman) regardless of his nationality.

16) Right of First Refusal. During the Term of this Agreement, and for a period of five (5) years thereafter, VIVAKOR shall have the Right (as defined below) to participate in any Business Opportunity (defined below), on the same terms as set forth herein, whatsoever presented or afforded to DIC. DIC shall notify VIVAKOR of the Business Opportunity within fifteen (15) days from the date it is first presented or afforded a Business Opportunity. In order to exercise such Right, VIVAKOR must accept the proposed Business Opportunity within fifteen (15) days (the “Opportunity Period”) of DIC’s notice of such Business Opportunity to VIVAKOR. If VIVAKOR has not entered into a legally binding, written agreement with DIC regarding the Business Opportunity within ninety (90) days of receipt of DIC’s notice of the Business Opportunity, DIC shall thereafter have the right to pursue such Business Opportunity independently or with another Person, provided, however, that DIC shall otherwise be required to act in good faith in all matters relating to VIVAKOR’s Right as to any Business Opportunity presented under this Agreement. For purposes of this Agreement, the term “Right” means VIVAKOR’s exclusive right of first refusal to contract with DIC, and to benefit from, any Business Opportunity before DIC pursues such Business Opportunity independently or with any other Person. For purposes of this Agreement, the term “Business Opportunity” means any contract, award, grant, arrangement, transaction or deal between DIC and KOC or any other Person for water and/or soil remediation services within the Country of Kuwait.

During the Term of this Agreement, and for a period of five (5) years thereafter, DIC shall have the Right (as defined below) to participate in any Business Opportunity (defined below), on the same terms as set forth herein, whatsoever presented or afforded to VIVAKOR. VIVAKOR shall notify DIC of the Business Opportunity within fifteen (15) days from the date it is first presented or afforded a Business Opportunity. In order to exercise such Right, DIC must accept the proposed Business Opportunity within fifteen (15) days (the “Opportunity Period”) of VIVAKOR’s notice of such Business Opportunity to DIC. If DIC has not entered into a legally binding, written agreement with VIVAKOR regarding the Business Opportunity within ninety (90) days of receipt of VIVAKOR’s notice of the Business Opportunity, VIVAKOR shall thereafter have the right to pursue such Business Opportunity independently or with another Person, provided, however, that VIVAKOR shall otherwise be required to act in good faith in all matters relating to DIC’s Right as to any Business Opportunity presented under this Agreement. For purposes of this Agreement, the term “Right” means DIC’s exclusive right of first refusal to contract with VIVAKOR, and to benefit from, any Business Opportunity before VIVAKOR pursues such Business Opportunity independently or with any other Person. For purposes of this Agreement, the term “Business Opportunity” means any contract, award, grant, arrangement, transaction or deal between VIVAKOR and KOC or any other Person for water and/or soil remediation services within the Country of Kuwait.

[Signature page follows.]

Whereas, according to the terms above, this Agreement is executed by the undersigned authorized person, signed for the record and its compliance in the presence of those witnesses quoted, in Kuwait as of the date first written above.