Form 8-K for SOUTHWEST IOWA RENEWABLE ENERGY, LLC

Looks like ICM may have found a buyer for the Tricanter centrifuges listed on their website blowout sale?!?   Notice this is not a promise to defend the tricanter and the new owners.  It is just an agreement to share information - well sort of . . .

2. Exchange of Information. Each Party in its sole discretion may provide the other Party with Joint Defense Materials, which the providing Party believes will further the joint and common effort in the prosecution and defense of the Patent Litigation, but neither Party shall be obligated to provide such information to the other Party.
*************************
Here is their "Secret Agreement".  SECRET???   Well if you go to item 15 you see that this is was (supposed to be) a confidential agreement.  Whoops!

"15. Confidentiality of Agreement. This Agreement is confidential, and the Parties expressly agree that this Agreement is part of the joint defense of the Patent Litigation, and the efforts by the Parties to protect their common legal interest. Accordingly, this Agreement shall not be disclosed or produced to third parties."

Is it just the SkunK??  But if you wanted to keep it a secret should you have filed it on the public side of the SEC filings???  OK, so its possible that their are secret provisions that were not disclosed, but if not then it seems this might be a rocky start to a new relationship?
SEE HERE

My guess is they will take it down as soon as they can - so make your copies now if you want a hard copy of their "Confidential" agreement.

The SkunK also found these parts very interesting:
*********
WHEREAS, in the event that SIRE purchase Tricanter Equipment from ICM, the parties acknowledge that SIRE may be sued by GS Cleantech Corporation and/or Greenshift Corporation for patent infringement.
*********
11. Independent Defense. Nothing in this Agreement shall limit or interfere with the right and ability of a Party to conduct its own independent prosecution or defense of the Patent Litigation, including filing appropriate motions, conducting separate and independent discovery, entering into individual settlements or otherwise engaging in pre-trial procedures for the benefit of the Party.
*********
12. Status of Agreement Privileged. This Agreement, its terms, the fact of its execution, and all discussions between the Parties, their respective counsel, officers, directors, agents, consultants, representatives and employees with respect to this Agreement are themselves privileged and confidential and subject to the attorney-client privilege, the attorney work-product doctrine and any other applicable privilege or immunity. The provisions of this Agreement apply to any request or demand seeking disclosure of this Agreement, its terms, its execution, or any discussions between the parties relating to it.
*********************
Here is the part that the SkunK believes was meant to be public.
Item 1.01. Entry into a Material Definitive Agreement.
On July 13, 2010, Southwest Iowa Renewable Energy, LLC ("SIRE") and ICM, Inc. ("ICM") entered into a Joint Defense Agreement (the "Joint Defense Agreement"). Under the Joint Defense Agreement, SIRE and ICM contemplate that SIRE may purchase from ICM one or more Tricanter centrifuges (the "Tricanter Equipment"). The Tricanter Equipment is used to extract non-food grade corn oil from the backend of the ethanol production process. The Tricanter Equipment has been and is subject to (i) a declaratory judgment action filed by ICM in October 2009 seeking a declaration that the Tricanter Equipment does not infringe certain patents held by GS Cleantech Corporation ("GS Cleantech") and Greenshift Corporation and (ii) civil actions filed by GS Cleantech against third parties asserting, among other things, that the Tricanter Equipment infringes one or more patents held by GS Cleantech and/or Greenshift Corporation (such litigation and similar potential litigation involving SIRE, collectively, the "Patent Litigation"). As a result of the Patent Litigation, SIRE and ICM agreed in the Joint Defense Agreement as follows: (i) that the parties may, but are not obligated to, share information and materials that are relevant to the common prosecution and/or defense of any such Patent Litigation regarding the Tricanter Equipment (the "Joint Defense Materials"), (ii) that any such shared Joint Defense Materials will be and remain confidential, privileged and protected (unless such Joint Defense Materials cease to be privileged, protected or confidential through no violation of the Joint Defense Agreement), (iii) upon receipt of a request or demand for disclosure of Joint Defense Material to a third party, the party receiving such request or demand will consult with the party that provided the Joint Defense Materials and if the party that supplied the Joint Defense Materials does not consent to such disclosure then the other party will seek to protect any disclosure of such materials, (iv) that neither party will disclose Joint Defense Materials to a third party without a court order or the consent of the party who initially supplied the Joint Defense Materials, (v) that access to Joint Defense Materials will be restricted to each party's outside attorneys, in-house counsel, and retained consultants, (vi) that Joint Defense Materials will be stored in secured areas and will be used only to assist in prosecution and defense of the Patent Litigation and (vii) if there is a dispute between SIRE and ICM, then each party waives its right to claim that the other party's legal counsel should be disqualified by reason of this Agreement or receipt of Joint Defense Materials. The Joint Defense Agreement will terminate the earlier to occur of (i) upon final resolution of the Patent Litigation and (ii) a party providing ten (10) days advance written notice to the other party of its intent to withdraw from the Joint Defense Agreement.
SEE HERE

SkunK