EXHIBIT 10.19
AGREEMENT
(FCI)
This Agreement is made the 8th day of November 1996, between FCI Environmental,
Inc. ("FCI"), a Nevada corporation with its principal office at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇. ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and Alcohol Sensors International,
Ltd., ("ASI"), a New York corporation with its principal office at ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS; FCI has developed sensor chemistry for the Breath Alcohol Testing
industry and market ("Sensor(s)"), with the assistance of and pursuant to
specifications and requirements of ASI; and,
WHEREAS; FCI has obtained US patents Nos. 5/439/647, 5/165/005 and 4/846/548 on
the Wave Guide Sensor chemistry and application and has other US and
international patents pending in countries including but not limited to Japan,
Taiwan, South Korea, Canada and the United Kingdom; and,
WHEREAS; ASI has provided the specifications and know-how for the adaptation of
the Sensor(s) for alcohol detection; and,
WHEREAS; ASI has had a custom platform made for their user requirements of the
Sensor(s) more fully described in ADDENDUM A, (attached herein and referenced to
as "Sensor(s)"); and,
WHEREAS; the parties agree that the product, in its entirety, is formed with a
custom platform microchip from Texas Instruments, incorporated with a Wave Guide
Sensor, which has been enhanced with chemistry in polymer form, which will
enable the Sensor to specifically detect ethanol, all of which have been
manufactured and jointly developed with ASI to ASI's specifications and
requirements; and,
WHEREAS; FCI warrants and represents that the Sensor(s) performs to the
specifications in ADDENDUM A, and that FCI can in fact produce the Sensor(s) in
the quantities required and contained in ADDENDUM C herein, and in a timely
manner; and,
WHEREAS; FCI will continue its research and development in the Breath Alcohol
Testing industry and market so as to develop amendments, improvements and
enhancements to FCI's present Chem-Optic Absorption Sensor Technology; then,
IN CONSIDERATION of the mutual covenants and agreements herein contained, the
parties do hereby agree as follows:
1. TERM OF AGREEMENT
The term of this Agreement shall be for five (5) years. ASI may
automatically renew this Agreement for successive five (5) year terms
without limitation by notifying FCI in writing not less than sixty days
prior to the expiration of the prior term hereof.
2. PRICE, DELIVERY AND PAYMENT TERMS
The price, terms and delivery requirements of the Sensor(s) shall be in
accordance with ADDENDUM B.
3. EXCLUSIVITY AND MARKETS
ASI agrees to market, promote and sell instruments employing the Sensor(s)
on a worldwide basis. FCI, in consideration of the sum of (OMITTED AND
FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT), to be paid over the term of this Agreement, as well as the
assistance of ASI in the Sensor development, hereby grants ASI exclusive
right, title and interest to and including sales and marketing rights to
the Sensor(s), including any and all amendments, improvements and
enhancements thereon, including but not limited to Chem-Optic Fluorescence,
for the Breath Alcohol Testing industry and market. FCI agrees not to sell
or distribute its Sensor chemistry technology to competitor or potential
competitor of ASI.
4. PUBLIC RELEASE OF INFORMATION
Unless the prior written consent of both parties is obtained, neither
party shall under any circumstances whatsoever in any manner
advertise, publish or release for publication any statement or
information, confidential or otherwise, mentioning the other party, or
the fact that FCI has furnished or contracted to furnish to ASI the
Sensor(s) required by this Agreement, or quote the opinion(s) of any
employee of either party, except as may be required by law or
regulation in which case that party will give notice of the pending
release in sufficient time that the other may appropriately challenge
said release.
5. PRESS RELEASES AND ADVERTISING/PUBLIC RELEASE OF INFORMATION
Press releases, disseminations, disclosures, exhibitions or advertising of
any kind naming ASI or FCI and regarding this Agreement or the devices
developed hereunder may not be made without the prior express written
authorization of both parties, except in conjunction with those normal
business activities necessary to fulfill business requirements.
6. CHANGES
All changes, modifications or alterations affecting this Agreement must be
authorized by a written and signed amendment to this Agreement, executed by
both parties.
7. ETHICS; CONFLICT OF INTEREST
The parties agree to comply with all applicable laws, governmental rules,
ordinances and regulations. They acknowledge that they are not expected or
authorized to take any action in the name of or on behalf of the other
which would violate any such laws, rules, ordinances or regulations. The
parties agree that all financial settlements, reports and ▇▇▇▇▇▇▇▇ rendered
will, in reasonable detail, accurately and fairly reflect the facts about
all activities and transactions which comprise the subject of this
Agreement.
The parties shall at all times during the term of this Agreement use their
best efforts to ensure that no action is taken by themselves, their
officers, employees, servants, agents and subcontractors which could or
might result in or give rise to the existence of conditions prejudicial to
or in conflict with the best interests of the other. In particular, but
without limiting the generality of the foregoing, the parties shall take or
cause to be taken all necessary, reasonable and proper precautions to
prevent their officers, employees, servants, agents, and subcontractors
from receiving or making, providing or offering to any person who could or
might be in a position to influence the decisions hereunder of ASI or FCI
with respect to the Agreement any substantial gift, entertainment, payment,
loan or other consideration.
8. MISCELLANEOUS
A. ENTIRE AGREEMENT. This Agreement supersedes all prior written or oral
agreements between the parties with respect to the subject matter
herein, and this Agreement may not be extended, changed, amended,
modified, altered, waived, discharged or terminated orally, but only
by a mutually executed instrument in writing.
B. TRANSFERABILITY. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted
successors and/or assigns, but neither party shall assign this
Agreement or any obligations hereunder without the express written
consent of the other party; any such assignment to which written
consent is not given shall be void. Notwithstanding the foregoing,
ASI or FCI may assign this Agreement without prior approval to any of
its affiliates, subsidiaries, successors, assigns or divisions, or in
connection with the transfer of all or substantially all of its
related assets or business area to one person, firm or corporation, in
which event the consent of ASI or FCI shall not be required. Neither
FCI nor ASI shall unreasonably withhold consent.
C. EQUAL OPPORTUNITY PROVISION. It is understood by all parties to this
Agreement that ASI and FCI are Equal Opportunity Employers, and that
in the performance of this Agreement ASI and FCI shall not knowingly
and intentionally engage in any conduct or practice which violates any
applicable law, rule ordinance, order or regulation prohibiting
discrimination against any person by reason of race, color, religion,
national origin, sex, sexual orientation, age or on account of being
handicapped, a disabled veteran or a veteran of the Vietnam era. ASI
and FCI further agree to comply with all Executive Orders and Federal
regulations applicable to work under this Agreement.
D. COMPLIANCE. Failure of ASI or FCI to insist on the strict performance
of any of the terms, condition and agreements contained herein shall
not constitute or be construed as a waiver or relinquishment of ASI's
or FCI's right to strict compliance with this Agreement.
9. OWNERSHIP IN CREATIVE WORKS AND INVENTIONS.
A. Each of the parties hereby represents to the other that it has, or
will have, prior to commencement of the Project, valid and sufficient
arrangements and agreements with its respective employees and/or
non-employee consultants, such that the ownership of any and all
inventions made by an employee and/or consultant vests to the party
hereto employing said employee and/or consultant, subject to the
provisions of the applicable law governing ownership of such
inventions.
B. All inventions, copyrightable material or proprietary information made
or developed solely by employees and/or consultants of one of the
parties in performance under this Agreement shall be the sole property
of that party, and that party shall retain any and all rights to file
applications for and obtain patents and copyrights thereon.
C. Except as provided in PROVISION 9D below, all inventions,
copyrightable material or proprietary information made or developed
jointly by employees of ASI and FCI in performance under this
Agreement shall be jointly owned by ASI and FCI with each party
having, with the consent of the other and a negotiated royalty, the
right to exploit and grant licenses in respect to such inventions,
copyrightable material or proprietary information and any patents and
copyrights arising therefrom. The parties shall mutually agree: (i)
on which party shall have the responsibility for preparing and filing
in the United States and foreign countries; (a) any patent
applications on a joint invention, and/or (b) any copyright
applications (ii) that each will bear one-half of the actual
out-of-pocket expenses associated with obtaining and maintaining such
intellectual property rights. In the event one party elects not to
file application for or maintain intellectual property protection for
any joint invention, copyrightable material or other intellectual
property in any particular country or not to share equally in the
expenses thereof with the other party, that other party shall have the
right to apply for and maintain such intellectual property protection
in such country at its own expense (the said one party undertaking to
execute all such documents as may be necessary), and shall have full
control over the prosecution and maintenance thereof and shall have
title to such patent, copyright or other intellectual property rights
resulting therefrom in its sole name with the other party having a
non-exclusive royalty-free license.
D. ASI shall have all rights to inventions, copyrightable material and
proprietary information which apply to the instrument, specially
excluding the Sensor(s) only, and FCI shall have all rights (except
for those rights otherwise provided to ASI pursuant to this Agreement)
to inventions, copyrightable material and proprietary information
which apply solely to the Sensor(s).
10. INDEPENDENCE OF PARTIES.
Nothing in this Agreement shall prevent either party from continuing its
independent development of its own respective technologies, including
technology that is the subject of the Agreement, provided that the party
continuing development is not in breach of this Agreement.
11. INSOLVENCY.
In the event of insolvency of FCI, the Chem-Optic Absorption Sensor(s)
chemistry application to the Texas Instrument ("TI") microchip(s) platform
#TSLC103 modifications, derivatives or enhancements thereof, its design,
specifications and patents, including all improvements, amendments and/or
enhancements thereon, including but not limited to Chem-Optic Fluorescence
Technology and other materials necessary for ASI to arrange production and
manufacturing of the Sensor(s) directly or by its authorized assigns, all
of which together with assignments of patents thereon, shall be immediately
conveyed to ASI without any further instruments being executed, in
consideration of the payment of Ten Thousand ($10,000.00) Dollars to FCI by
ASI or its assigns, as provided in PROVISION 3, contained herein,
notwithstanding the number of Sensor(s) delivered under this Agreement at
the time of insolvency or FCI's inability to perform. Upon execution of
this Agreement, FCI shall simultaneously execute any and all documents
necessary to complete said assignment and place same in escrow with Texas
Instrument's attorney or other attorney mutually agreed upon by the
parties, as trustee, within 10 days of the execution of this Agreement.
FCI shall notify ASI of the delivery of the documents to the escrowee.
Failure to deliver the escrow documents shall constitute a material breach
of the Agreement.
12. NOTICES
All notices, acknowledgments and other reports hereunder shall be in
writing and shall be deemed properly delivered upon being mailed by first
class mail, postage prepaid or overnight carrier (or at the close of
business on the date delivered, if delivered by hand or sent by electronic
facsimile) to the other party at its address appearing below or to such
other address as either party may, by written notice, designate to the
other:
ALCOHOL SENSORS INTERNATIONAL, LTD. FCI ENVIRONMENTAL, INC.
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇. ▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Attention: Mr. ▇▇▇ ▇▇▇▇▇▇▇
President/CEO Vice President,
Sales & Marketing
13. TERMINATION & EXCLUSIVE LICENSE
In the event of FCI's termination, or in the event of a sale of
substantially all of FCI's assets and/or stock to another person or entity
except pursuant to PROVISION 8(B), the parties agree that in consideration
of the payment by ASI to FCI, as
provided in PROVISION 3, contained herein, FCI shall execute any and all
necessary documents to effectuate the transfer and assignments of patents
thereon, and of a perpetual exclusive license to ASI to manufacture the
chemistry and produce under the patents, modifications, derivations or
enhancements to the TI microchip(s) platform # TSLC103, including but not
limited to the Chem-Optic Absorption Fluorescence Technology, which FCI
presently has or in the future will have pending.
Upon execution of this Agreement FCI shall simultaneously execute and
deliver within 10 days any and all documents necessary to complete said
transfer and assignment, and will place said documents in escrow with Texas
Instrument's attorney, or other attorney mutually agreed upon by the
parties, as Trustee. Failure to deliver the escrow documents shall
constitute a material breach of the Agreement.
Notwithstanding anything contained herein to the contrary, except for
delays caused by Texas Instruments, in the event FCI is the subject of an
actual or potential labor dispute, pursuant to PROVISION 26 below, or FCI's
inability to perform due to natural disasters, delays caused by Government
orders or requirements, transportation conditions, labor or material
shortages, riots, wars, national emergencies, acts of God, fires or other
causes beyond the control of FCI which will delay shipment to ASI for a
period of time in excess of four (4) weeks, ASI shall have the ability to
invoke the terms of this provision immediately.
14. FIRST RIGHT GRANTED TO BUYER
ASI is hereby granted first right of refusal to exclusively purchase any
additional types of Sensors for other applications, relevant to or in
support of the Breath Substance Testing Industry and/or Market, pursuant to
specifications developed jointly and/or severally by ASI and/or FCI with
terms and conditions to be negotiated.
15. ARBITRATION AND APPLICABLE LAW
Any controversy or claim arising out of or relating to this Agreement or
the breach thereof, shall be settled by arbitration to be held in New York
City, New York, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, effective January 1, 1996. Judgment upon
the award rendered by the arbitrators shall be final and binding and may be
entered in any court having jurisdiction thereof. This Agreement will be
governed by the law of the State of New York.
16. ASSIGNMENT AND SUBCONTRACTING
Except as provided for in PROVISION 8(B), this Agreement or any interest
hereunder shall not be assigned or transferred by FCI without the prior
written consent of ASI and subject to such terms and conditions that ASI
may impose. ASI shall not consider consent to any proposed assignment
unless and until FCI furnishes ASI with two (2) executed copies of the
assignment. FCI shall not subcontract the furnishing of any of the
complete or substantially complete items required by this Agreement,
without the prior written approval of ASI.
17. CALENDAR DATES
All periods of days referred to in this Agreement shall be measured in
calendar days.
18. PROVISION (CLAUSE) HEADINGS
The headings and subheadings of the provisions and/or clauses contained
herein are used for convenience and ease of reference and shall not limit
the scope or intent of the provision.
19. CONFIDENTIAL RELATIONSHIP
Each party shall treat as confidential all specifications, drawings,
blueprints and other information supplied by the other or obtained by the
other as a result of performance under this Agreement unless such is in the
public domain. The parties shall not disclose any information related to
this Agreement to any person not authorized by the other in writing to
receive it.
20. EXCUSABLE DELAYS
FCI shall not be liable for damages, including liquidated damages, if any,
for delays in delivery or failure to perform due to causes beyond the
control and without the fault or negligence of FCI. Such causes are acts
of God, acts of the public enemy, acts of the United States Government,
fires, floods, epidemics, quarantine restrictions, strikes, or embargoes.
21. FAIR LABOR STANDARDS ACT
FCI certifies that products furnished hereunder have been or shall be
produced in compliance with the Fair Labor Standards Act, as amended, and
regulations and orders of the U.S. Department of Labor issued thereunder.
This certification shall be considered as the written assurance
contemplated by the October 26, 1949, amendment to said Act.
22. INDUSTRIAL LAWS AND BENEFITS
In all matters relating to this Agreement, FCI shall be acting as an
independent contractor. Neither FCI nor any of the persons furnishing
materials or performing work or services which are required by this
Agreement are employees of ASI within the meaning of or the application of
any Federal, or State Unemployment Insurance Law, or other Social Security,
or any Workmen's Compensation, Industrial Accident Law, or other Industrial
or Labor Law. At its own expense, FCI shall comply with such laws, and
assume all obligations imposed by any one or more of such laws with respect
to this Agreement and agrees to indemnify ASI with respect to any
obligations imposed under these statues, rules and regulations.
23. LAWS AND ORDINANCES
FCI shall comply with all applicable laws, statutes, ordinances, rules and
regulations including Federal, State and Municipal agencies authorities and
departments relating to or affecting the work hereunder or any part
thereof, and shall secure and obtain any and all permits, approvals,
authorizations, licenses and consents as may be necessary in connection
therewith.
24. MODIFICATION OF AGREEMENT
This Agreement contains all the agreements and conditions under which the
work is to be performed and no course of dealing or usage of the trade
shall be applicable unless expressly incorporated in this Agreement. The
terms and conditions contained in this Agreement shall not be added to,
modified, amended, superseded or otherwise altered except by a written
modification signed by authorized representatives of ASI's Procurement
Department and FCI.
25. MODIFICATION OF SENSOR(S)
FCI is authorized to make minor changes or substitution of equal or
superior components in the Sensor(s); provided that; such changes or
substitutions shall represent a mirror image of the original component
which is the subject of this Agreement and shall not affect the Sensor's
functional characteristics, performance, configuration, serviceability,
reliability, maintenance, including interchangeability and availability of
spare parts, or cause an increase in the Agreed price or affect the
delivery schedule, and further provided that such changes or substitutions
have been approved in writing by an officer of ASI after a suitable testing
period, not to exceed six (6) months.
26. NOTICE TO ASI OF LABOR DISPUTES
A. Whenever FCI has knowledge that any actual or potential labor dispute
is delaying, threatens to delay or may possibly delay the timely
performance of this Agreement, FCI shall immediately give notice
thereof, including all relevant information with respect thereto, to
ASI, including what steps and measures FCI intends to take to avoid or
settle said labor dispute and/or delays as to performance, including
how long FCI estimates the dispute and/or delay may last.
B. FCI shall insert the substance of this provision, including this
PROVISION B, in any subcontracts hereunder. Each such subcontractor
shall provide that in the event its timely performance is delayed,
threatened by delay or may possibly be delayed by any actual or
potential labor dispute, the subcontractor shall immediately notify
FCI of all relevant information with respect to such dispute,
including what steps and measures the subcontractor intends to take to
avoid or settle the labor dispute and/or delays as to performance,
including how long the subcontractor estimates the dispute and/or
delay may last.
27. PATENT INDEMNITY BY SELLER
A. FCI shall indemnify and hold harmless ASI, its customers and those for
whom ASI may act, from and against all legal expenses which may be
incurred as well as all damages, losses, expenses and costs which may
be assessed against or borne by ASI by reason of any or all actions or
proceedings charging infringement of the rights of others including
any patent, trademark or copyright rights, by reason of the work
performed hereunder.
B. ASI shall give FCI prompt written notice of any action, claim or
threat of an infringement suit, either oral or written, or the
commencement of any infringement suit against ASI relating to the work
performed hereunder by FCI.
C. In the event ASI or FCI should become aware of any claim or potential
claim, which FCI may have, institute or bring against any third party,
anywhere in the world, with regard to a patent, trademark, trade
secret or copyright infringement or potential infringement thereof,
FCI agrees to diligently and expeditiously prosecute said claim on its
behalf and that of ASI.
FCI agrees to bear all costs and expenses, including all legal costs
necessary to prosecute any claim or potential claim, with regard to
any possible infringement action. ASI may, at its discretion, agree
to prosecute said infringement on behalf of FCI, so as to protect its
interest under the provisions of this agreement. In the event ASI
undertakes the prosecution of said infringement claim, FCI agrees to
reimburse ASI for all costs and expenses, including all legal expenses
incurred by ASI in the prosecution of said infringement claim.
D. FCI shall have the right to substitute (pursuant to PROVISION 25
above), for any such work or items or part thereof claiming to
infringe the rights of others, non-infringing work or items which
shall be equal or superior to the infringing work or items.
1) If the use of any such work or items or any part thereof should
be enjoined, FCI shall, at FCI's sole expense, take any of the
following courses of action within 30 days:
2) To procure for ASI the right to continue using such work or
items; or
3) To replace said work or items with equal or superior
non-infringing work or items (pursuant to PROVISION 25 above); or
4) To modify the work or items, so that it becomes non-infringing,
provided such modified work or items shall be equal or superior
to the infringing work or items (pursuant to PROVISION 25 above).
28. TAXES
Unless prohibited by law or otherwise stated to the contrary in this
Agreement, FCI shall pay and has included in the price of this Agreement,
any Federal, State or Local Sales Tax, Transportation Tax, or other similar
levy which is required to be imposed upon the work or items to be
delivered, or by reason of their sale, or delivery and agrees to indemnify
ASI as to same.
29. APPOINTMENT OF FCI AS AN AGENT OF ASI
ASI hereby appoints FCI as its agent for the limited purpose of receiving
the TSLC103 microchip(s) from Texas Instruments and for the testing of
these microchips prior to the application of the Sensor chemistry for the
Breath Alcohol Testing Industry and Market by applying power to the
microchip(s), applying power to the LED and verifying sense and reference
channel output.
ASI also appoints FCI as its agent for testing of the same microchip(s)
after the application of the Sensor chemistry to verify the response of the
microchip(s) to ethanol at a range between .02 and .1 grams per 210 liters
of air. ASI shall provide performance specifications for the acceptable
range of this response.
30. WARRANTY
A. FCI warrants that the Sensor(s) shall conform with ASI's requirements
and specifications as set forth in ADDENDUM A, attached to this
Agreement, and are completely free from defects in design, material
and workmanship without limitation. FCI further warrants and
represents that all Sensors purchased by ASI pursuant to this
Agreement shall be of merchantable quality, free of defects and fit
for the intended use of ASI.
B. The warranty shall remain in effect for a period of one (1) year after
date of sale to end user, or 24 months from date of sale to ASI,
whichever occurs first.
C. If within the warranty period any defect covered by this warranty
appears:
1) ASI shall bond the defective parts for the inspection of FCI.
2) ASI shall notify FCI in writing of the Sensor(s) involved, and if
known by ASI, set forth the nature of the defect which may be
batched in monthly reports.
3) Within thirty (30) days after receipt by FCI of the notification
provided pursuant to PROVISION C(2) above, FCI shall provide to
ASI, in writing, the following information:
a) Acknowledgment of the notification given by ASI of the
defect;
b) The corrective action to be taken by FCI to remedy the
defect;
c) Disposition instructions regarding the defective Sensor(s);
d) With the advance approval of ASI, submit a proposed price
reduction to this Agreement for ASI's consideration pursuant
to PROVISION 4 below.
4) Should FCI fail to comply with PROVISION C(3) above, the bonded
Sensor(s) are deemed to be defective. ASI shall retain the
defective Sensor(s), and an equitable adjustment of 120% of ASI's
cost for the defective Sensor(s) will be made in the price for
the defective parts, which may be offset against outstanding
invoices or as a credit for future orders.
5) In the event that the cause of the defect is determined to be
outside FCI's control, this warranty will not apply.
D. The aforesaid warranty shall survive acceptance and payment and shall
run to ASI, its customers and the users of these Sensor(s) and shall
not be deemed to be the exclusive rights of ASI but shall be in
addition to the other rights of ASI under law and the terms of this
Agreement.
E. FCI warrants and represents that it presently has or will acquire
sufficient general business liability insurance to cover the cost of
the replacement of any shipment of the TI microchip(s) which FCI may
have on its premises at any time. FCI further warrants and represents
that during the term of this Agreement, it shall name ASI as an
additional loss payee on its general business liability insurance for
the limits of the value of any shipment of the TI microchip(s)
(TSLC103), with the applied FCI polymer, located on FCI's premises.
FCI will provide ASI with a copy of its aforementioned policy
evidencing its liability limits and present a copy of same to ASI. In
the event ASI, at its sole discretion, determines that the liability
limits of FCI are insufficient to cover any microchip(s) shipment in
the possession of FCI, ASI may require FCI to increase its liability
limits to a level that ASI requests. Failure to do so on the part of
FCI shall be deemed a material breach of this Agreement.
31. This Agreement is explicitly subject to qualification testing to the
specifications in ADDENDUM A, to be performed by ASI. Additionally, this
Agreement and Purchase Order #1258 are further subject to FCI providing the
TI microchip(s) to ASI, which will have the polymer (Chem-Optic Absorption
Sensor Technology) applied via automation and that all microchips will be
uniform with regard to the polymer no later than three (3) weeks, or 21
days, following ASI delivering its approved Breath Delivery Tube assembly
to FCI, so that ASI may conduct its qualification testing. In the event
said microchip(s) has not been supplied to ASI by the aforementioned date,
ASI shall have the right to cancel this Agreement and the aforementioned
Purchase Order, unless the time for FCI to deliver the microchip(s) has
been mutually extended by ASI and FCI.
Subject to the above, ASI will, of course, only sign off and approve the
Breath Deliver Tube assembly after consultation with FCI with regard to its
suitability with FCI's technology.
32. The parties agree that in the event they subsequently learn that the Wave
Guide Sensor chemistry and its application with regard to ASI's Breath
Alcohol equipment is in fact patentable, they shall execute any and all
documents necessary to convey and assign a fifty (50%) percent ownership
interest in the patent of FCI's technology as it relates to the Breath
Alcohol Testing industry and market.
IN WITNESS WHEREOF; the parties hereto have caused this Agreement to be executed
by their duly authorized officers or representatives.
ALCOHOL SENSORS INTERNATIONAL, LTD. FCI ENVIRONMENTAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇. Executive Vice President Chief Executive Officer
November 8, 1996 November 8, 1996