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EXHIBIT 6.8
DEVELOPMENT AGREEMENT BETWEEN
ULTRASTRIP SYSTEMS INCORPORATED AND
CARNEGIE MELLON UNIVERSITY
ROBOTICS INSTITUTE
PROJECT: AUTOMATED HIGH SPEED PAINT
STRIPPING SYSTEM
September 3, 1999
ADDENDUM B TO ROBOTICS ENGINEERING
CONSORTIUM ARTICLES OF COLLABORATION
This Development Agreement, made by and between Carnegie Mellon University
(hereinafter called "CMU") a nonprofit Pennsylvania corporation and Ultrastrip
Systems, Incorporated, a Florida corporation with offices located at ▇.▇. ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter called "COMPANY").
WITNESSETH
WHEREAS the purpose of the research program contemplated by this Agreement is
of mutual interest and benefit to CMU and COMPANY, and will further the
instruction and research objectives of CMU in a manner consistent with its
status as a non-profit, tax exempt, educational institution,
NOW, THEREFORE, CMU and COMPANY agree as follows:
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1. STATEMENT OF WORK
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CMU will undertake certain research (hereinafter referred to as the Project
specifically described in the attached proposal (Appendix A) which by reference
is incorporated into this Agreement, and such other work as may be mutually
agreed upon in a duly executed amendment to this Agreement.
2. PERSONNEL
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2.1 The Project and all work assignments shall be carried out under the
direction of ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the Project Director),
while employed by CMU, and by others (e.g., staff engineer, programmer,
technician, graduate student, postdoctoral fellow, or faculty member,
hereinafter collectively referred to as Personnel), as assigned by the
Project Director.
2.2 Should ▇▇▇▇ ▇▇▇▇▇ no longer be able to serve as Project Director, CMU may
propose an alternate Project Director subject to COMPANY's written
approval.
3. PERIOD OF PERFORMANCE
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The research shall be conducted during the period 1 August, 1999 - Sept. 30,
2001. Expiration of this Agreement shall not affect the rights and obligations
of the parties which have accrued prior to expiration.
4. DUTIES OF CMU
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CMU agrees to furnish such available laboratory facilities and equipment it
shall consider necessary for the work to be done on this Project except that
which may be awarded as part of this Agreement.
5. COSTS AND PAYMENTS
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As full and complete compensation hereunder, COMPANY agrees to pay CMU for the
work detailed under Appendix A. The total cost to COMPANY hereunder shall not
exceed $500,000 over a 12 month period without the prior written consent of
COMPANY. COMPANY agrees to compensate CMU in equal monthly payments. The
foregoing payments are acknowledged to be full and complete compensation for
all work and obligations assumed under this Agreement.
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6. OWNERSHIP OF INTELLECTUAL PROPERTY
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6.1 Any intellectual property created in the performance of this Research
Project, including patents, copyrights, know-how, or trade secrets, (hereby
defined as "Intellectual Property"), shall be owned by Carnegie Mellon
University (CMU). Discussion of a problem during collaboration between the
parties to this Agreement will not create any rights to ownership of the
Intellectual Property.
6.2 COMPANY shall have licensing and commercialization options as defined in
Paragraph 9 below ("Licensing Options").
6.3 As described in the attached technical proposal (Appendix A), NASA, CMU and
Ultrastrip are collaboratively building a next generation paint stripping
robot over the course of a two-year project. NASA is providing matching
funding to the effort and all parties are thus bound by the "Robotics
Engineering Consortium Joint Sponsored Research Agreement" (JSRA). The
JSRA specifies five categories of Intellectual Property that will derive
from the project (BACKGROUND DATA, REC OUTPUT DATA, REC DATA, GOVERNMENT
DATA, and SUBCONTRACTOR DATA). See Appendix A for a listing of REC OUTPUT
DATA and REC DATA for the proposed project.
6.4 For COMPANY to retain licensing and intellectual property rights as
described in this document, COMPANY must continue to provide funding for
each of the two years of the project at levels anticipated by the technical
proposal (Appendix A).
7. CREATION OF DISCLOSURES
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7.1 If and when Intellectual Property is created which could lend itself to
patenting and/or licensing and it is Carnegie Mellon Intellectual Property,
then the research team will disclose the Intellectual Property to CMU's
Technology Transfer Office ("TTO") in accordance with normal CMU policies
and practices, thereby creating a "Disclosure".
7.2 CMU will promptly notify COMPANY, in writing, of receipt of any Disclosure,
normally within four weeks ("Notification").
8. INTELLECTUAL PROPERTY OPTIONS
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8.1 CMU may, at its discretion, file an application for, and take steps to
obtain and maintain the validity of a patent (patents) related to a
Disclosure, in the United States and/or any other country, and/or may take
any other action (such as Copyright registration) to obtain other
Intellectual Property protection in any country.
8.2 If CMU chooses not to apply for and/or not to maintain patent and/or any
other Intellectual Property protection in the United States and/or any
other country, COMPANY may request (under any licensing option) that CMU
pursue such protection in any country at COMPANY's expense.
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9. LICENSING OPTIONS
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9.1 Internal Use Only. COMPANY shall be entitled to a non-exclusive,
non-transferable, royalty-free license for all Carnegie Mellon Intellectual
Property developed within the project for COMPANY's internal operations and
internal research use ("Internal Use License").
9.2 Non-exclusive License for CMU Owned Intellectual Property. COMPANY may
request a non-exclusive, non-transferable, limited term, royalty-bearing
license for products used in the United States and/or any other country for
which CMU and/or COMPANY choose to obtain Intellectual Property protection.
This non-exclusive license in the field-of-use of ship and tank paint
stripping and cleaning will be to make, have made, use, lease, sell, or
otherwise dispose of products and/or services which embody some or all of
the Intellectual Property covered by the Disclosure; provided that COMPANY
agrees (a) to demonstrate reasonable efforts to commercialize the
Intellectual Property, and (b) to pay 50% of all patenting and other
intellectual Property protection costs and related expenses in countries
mutually agreeable to by both parties (and to pay all costs and related
expenses for countries chosen by COMPANY but not chosen by CMU). Royalties
for a non-exclusive license under this Agreement shall be one-quarter of
market rates for similar field-of-use licenses and not exceed 2.5% of Net
Sales of products and/or services sold by licensee which incorporates some
or all of the licensed Intellectual Property. See Appendix B for Sample
Licensing Term Sheet.
9.3 Exclusive License for CMU Owned Intellectual Property. In the case of REC
DATA, COMPANY may request an exclusive, royalty-bearing, non-transferable,
limited-term license for products in the United States and/or any other
country for which CMU and/or COMPANY elected to obtain Intellectual
Property protection for Carnegie Mellon Intellectual Property. This
exclusive license in the field-of-use of paint stripping and cleaning of
ships, tanks and other steel structures will be to make, have made, use,
lease, sell, or otherwise dispose of products and/or services which embody
some or all of the Intellectual Property covered by the Disclosure:
provided that COMPANY agrees (a) to demonstrate reasonable efforts to
commercialize the Intellectual Property, and (b) to pay all patenting and
Intellectual Property protection costs and related expenses. An exclusive
license is subject to negotiation of and agreement between CMU and COMPANY
on standard University terms and conditions and CMU will offer the license
to the extent that it is legally able to do so. CMU will not conduct any
such negotiations with any other party during the first nine (9) months
after notification of COMPANY by CMU. Royalties for an exclusive license
under this Agreement shall be one-half of market rates for similar
field-of-use licenses or 3%, whichever is less, of Net Sales of products
and/or services sold by licensee which incorporates the licensed
Intellectual Property developed under this Agreement. See Appendix B for
Sample Licensing Term Sheet.
10. BACKGROUND TECHNOLOGY
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"Background Technology" is technology that is in existence prior to the date of
this Agreement. CMU will not use any Background Intellectual Property belonging
to a third party without notifying COMPANY to determine if COMPANY desires to
license the Intellectual Property from the third party.
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11. SUBLICENSING
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COMPANY will not have the right to enter into any sublicense agreements for the
Technology, except (a) with specific CMU agreement, or (b) to COMPANY's direct
customers, if required to enable such customers to use and practice the
products and/or services which embody some or all of the Licensed Technology.
12. CONFIDENTIAL INFORMATION
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12.1 All documents, materials and know-how which may be furnished to the
receiving party hereto (the "Recipient") by the disclosing party hereto
(the "Disclosing Party") pursuant to the work to be performed shall be,
if suitably marked or designated in tangible form, deemed the Disclosing
Party's Proprietary Information and therefore considered CONFIDENTIAL and
shall not be used by Recipient other than for the work under this
agreement. Recipient shall use the same degree of care as it uses in
protecting and preserving its own proprietary/confidential information of
like kind to avoid disclosure or dissemination thereof.
12.2 Information which is disclosed orally or otherwise than in tangible form
shall be considered Proprietary Information if (i) the information is
identified as confidential at the time of disclosure and a written
summary is provided to the Recipient within twenty (20) days thereafter
or (ii) the information is identified as confidential in writing provided
to the Recipient prior to or at the time of disclosure by the Disclosing
Party.
12.3 Neither party shall be liable for the inadvertent or accidental
disclosure of proprietary or confidential information if such disclosure
occurs despite the exercise of the same degree of care as such party
normally takes to preserve its own such data or information.
12.4 This confidentiality obligation shall not apply to information if the
information:
(a) is publicly known or which the Recipient has documentary records
which establish knowledge prior to this disclosure;
(b) subsequently becomes public knowledge and/or published through no
fault of the Recipient;
(c) is independently developed by employees of the Recipient who have no
access thereto; or
(d) is or was brought to the Recipient's attention by a third party who
has a legal right to do so.
12.5 Confidentiality obligations shall remain in force for a period of five
(5) years from the last date of execution of this Agreement by the
parties.
12.6 CMU will use a good faith effort to have each employee or student who has
access to the Disclosing Party's proprietary information in performance
of the work execute a Confidential Disclosure Agreement attached to this
Agreement.
13. PUBLICATIONS
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13.1 Subject to the non-disclosure obligations created by or pursuant to this
Agreement, all reports and papers of research and other activities
conducted under the Project may be published by CMU in accordance with
its publication policies. Any such reports or papers shall refer to the
fact that the project was conducted pursuant to a grant from COMPANY.
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13.2 In order that information concerning scientific, software or technical
developments conceived or first actually reduced to practice in the
performance of the project is not prematurely published so as to
adversely effect the patent, copyright or proprietary interests of
COMPANY in any information it has conveyed to CMU, CMU agrees to submit
to COMPANY a copy of any such reports or papers for review and comment
at least thirty (30) days prior to submission for publication. COMPANY
can then request deletion from the publication of any COMPANY
CONFIDENTIAL INFORMATION or can request a delay in submission for
publication for an additional sixty (60) days to allow time for filing
of patent/copyright protection of COMPANY CONFIDENTIAL OR PROPRIETARY
INFORMATION. Such delay shall not, however, be imposed on the filing of
any student thesis or dissertation.
14. USE OF THE NAME OF CMU OR COMPANY
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Each party agrees not to use the name of the other party or any member of its
staff in sales promotion work or advertising, or in any other form of publicity
without the written permission of the other party.
15. EXTENSIONS AND RENEWALS
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15.1 It is understood that the Project may be extended for additional
periods of time under the terms mutually agreed upon in writing in a
duly executed amendment to this Agreement.
15.2 Renewal proposals shall be submitted by CMU to COMPANY at least thirty
(30) days prior to the expiration of this Agreement.
15.3 COMPANY agrees to give CMU notice of its intention to continue the
Project not less than thirty (30) days prior to the date specified in
clause 3.0 hereof or in a later amendment to this Agreement.
16. CANCELLATION FOR CONVENIENCE
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16.1 Either party shall have the right to cancel or suspend the remainder
of the WORK by sixty (60) days written notice.
16.2 In the event COMPANY cancels or suspends the work, COMPANY shall pay
CMU for all work completed to the date of notification and known by
sponsor and the cost of all commitments made prior to the date of
notification which could not be immediately terminated and which are
a direct result of the work under this Agreement. CMU will provide
documentation on terminated commitments as COMPANY may reasonably
request.
16.3 In the event CMU cancels or suspends the work, COMPANY shall only pay
for all work completed to the date of notification.
16.4 In either event, CMU shall, upon termination, transfer to COMPANY (1)
all completed work and other materials produced, and (2) all partially
completed plans, drawings, reports, information and technical data
which, if the work had been completed, would have been furnished to
COMPANY.
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17. EXCUSABLE DELAY
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17.1 Neither party shall be liable for delay in performance due to fire,
flood, strike, or other labor difficulty, act of God, act of any
governmental authority, acts or omissions of the other party, riot,
fuel or energy shortage, or due to any other cause beyond the party's
reasonable control.
17.2 In the event of delays in performance due to any such cause, the dates
for performance will be postponed by a period of time equal to the
delay period.
18. WARRANTY
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ANY INFORMATION, MATERIALS OR SERVICES FURNISHED BY CMU PURSUANT TO THIS
AGREEMENT ARE ON AN "AS IS" BASIS. CMU MAKES NO WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF
FITNESS FOR PURPOSE, OR MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM
COMPANY'S USE OF ANY INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT, NOR
SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID
INTELLECTUAL PROPERTY OR ANY APPLICATIONS AND DERIVATIONS THEREOF. CMU DOES NOT
MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR
THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR
ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF
THE DELIVERABLES, INFORMATION, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS
GRANTED OR PROVIDED TO IT HEREUNDER. COMPANY AGREES THAT IT WILL NOT MAKE ANY
WARRANTY ON BEHALF OF CMU, EXPRESSED OR IMPLIED, TO ANY PERSON CONCERNING THE
APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE DELIVERABLES UNDER THIS
AGREEMENT.
19. INDEMNIFICATION
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COMPANY hereby agrees to defend, indemnify and hold harmless CMU, its trustees,
officers, employees, attorneys and agents from all claims or demands made
against them (and any related losses, expenses or costs) arising out of or
relating to COMPANY's and/or its sublicensees' use of Intellectual Property and
Services, provided under this Agreement, including, but not limited to, any
claims of product liability, personal injury, death, damage to property or
violation of any laws or regulations, including but not limited to claims of
active or passive negligence.
COMPANY releases CMU, its trustees, officers, employees, agents and assigns,
from any and all manner of claims, actions or causes of action arising in
connection with the presence of COMPANY's employees on the premises of CMU,
including but not limited to claims of negligence, product liability, personal
injury, death or damage to property or violation of any laws or regulations.
Employees or consultants to COMPANY may be required by CMU to execute a release
in the form attached as Appendix B as a condition of access to CMU's premises.
20. NOTICE
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Any notice to either party hereunder must be in writing signed by the party
giving it, and shall be served either personally or by registered or certified
mail addressed as follows:
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CARNEGIE MELLON UNIVERSITY
▇▇▇▇▇▇ ▇▇▇▇▇▇
Office of Sponsored Research
Carnegie Mellon University
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer
Ultrastrip Systems Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
21. INDEPENDENT DEVELOPMENTS
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21.1 Nothing contained in this Agreement shall prevent either COMPANY or CMU
from entering into research projects with third parties which are similar
to the Project, or from independently developing (either through third
parties or through the use of its own personnel), or from acquiring from
third parties, technologies or products which are similar to and
competitive with intellectual property resulting from Project.
21.2 Nothing herein shall be construed to grant either party any rights in any
such technologies or products so developed or acquired as described in
subparagraph 21.1 or any rights to the revenues or any portion thereof
derived by the other from the use, sale, lease, license or other disposal
of any such technologies or products. Furthermore, nothing herein shall
preclude either party from transferring any such technologies or products
to others including to users of the intellectual property resulting from
Project.
22. VALIDITY
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If any portion of this Agreement shall be finally determined by any court or
governmental agency of competent jurisdiction to violate applicable law or
otherwise not to conform to requirements of law then the remainder of the
Agreement shall not be affected thereby; provided, however, that if any
provision hereof is invalid or unenforceable, then a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of the AGREEMENT including the
invalid or unenforceable provision.
23. PARAGRAPH HEADINGS
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The paragraph headings herein are inserted for convenience only and shall not
be construed to limit or modify the scope of any provision of this Agreement.
24. BENEFIT, ENTIRE AGREEMENT
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24.1 This Agreement is binding upon and shall inure to the benefit of the
parties hereto, their representatives, successors and assigns. No failure
or successive failures on the part of either party, its successors or
assigns, to
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enforce any covenant or agreement, and no waiver or successive waivers on
its or their part of any condition of this Agreement, shall operate as a
discharge of such covenant, Agreement, or condition, or render the same
invalid, or impair the right of either party, its successors and assigns,
to enforce the same in the event of any subsequent breach or breaches by
the other party, its successors or assigns.
24.2 This Agreement constitutes the entire Agreement between the parties and
supersedes all previous agreements and understandings relating to the
work. The Agreement may not be altered, amended, or modified except by a
written instrument signed by the duly authorized representatives of both
parties.
25. DISPUTES
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This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania. Any dispute or claim arising out of or relating to the Agreement
will be settled by arbitration in Pittsburgh Pennsylvania in accordance with the
rules of the American Arbitration Association and judgment upon award rendered
by the arbitrator(s) may be entered in any court having jurisdiction.
26. SIGNATURES
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representative as of the last date and year
written below.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 9/9/99
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▇▇▇▇▇ ▇▇▇▇▇▇▇, Associate ▇▇▇▇▇▇▇ date
CARNEGIE MELLON UNIVERSITY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 9/3/99
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Operating Officer date
ULTRASTRIP SYSTEMS INC.
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APPENDIX B: SAMPLE TERM SHEET FOR A LICENSE AGREEMENT
All provisions are subject to addition, elimination, or revision by either
party. All communications and discussions are tentative until execution of a
written agreement by both parties
CARNEGIE MELLON UNIVERSITY TO ULTRASTRIP SYSTEMS INCORPORATED
AUTOMATED HIGH SPEED PAINT STRIPPING SYSTEM
DRAFT TERM SHEET V 0.0 -- DATED 7-30-99
Licensor.......... Carnegie Mellon University -- "CMU"
Licensee.......... Ultrastrip Systems Incorporated -- "Ultrastrip"
"Patents"......... Any patent which issues to CMU which (1) is related to
Licensed Technology, (2) is based on intellectual property
in existence at the date of the signing of the License
Agreement, and any related application, continuation,
continuation-in-part, divisional, or reissue in the USA or
in any other country.
"Copyrights"...... CMU's copyrights in the Licensed Technology.
"Licensed
Technology"....... The technology, Patents, Copyrights, trade secrets, know-how
and other information.
"Licensed
Product".......... Shall mean products or services which are based on or
utilize, wholly or in part, Licensed Technology, and/or any
and all Derivatives.
"Sub-Licensing
Rights"........... None. Except -- (1.) to direct customers of Ultrastrip, as
required to enable such customers to use and practice
Licensed Technology, or (2.) with the specific agreement of
CMU.
"Confidentiality
Agreement"........ Any confidentiality agreement between CMU and Ultrastrip
relating to Licensed Technology.
"Revenue"......... Revenue shall mean the U.S. Dollar value of all
consideration realized by Ultrastrip for the Disposition of
products and services related to Licensed Technology.
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"Net Sales" ............. Net Sales shall mean the total Revenue received by Ultrastrip from the manufacture, use or Disposition
of Licensed Technology or services related to Licensed Technology less the total of all:
(1.) discounts allowed in amounts customary in the trade;
(2.) sales tariffs, duties and/or taxes imposed on the Licensed Technology;
(3.) outbound transportation prepaid or allowed; and
(4.) amounts allowed or credited on returns.
No deduction shall be made for commissions paid to individuals whether they be individual sales agents
or persons regularly employed by Ultrastrip.
Misc. Definitions ....... - "Year" refers to contract years of the License Agreement, i.e. a 12 month period starting
with the date (or anniversary) of the effective date of the License Agreement.
- "Fiscal Quarters" shall refer to the normal quarterly accounting periods of Ultrastrip.
- "Dispose" or "Disposition": Sale, lease, or other transfer of products and services related to
Licensed Technology.
Terms of License ........ Non-exclusive or Exclusive, non-transferable, limited term for specific Field of Use.
"Field of Use" .......... Shall mean ship and tank paint stripping and cleaning.
"Derivative" ............ Shall mean technology developed solely by Ultrastrip, which includes, or is based in whole or in part on
the Licensed Technology. Ultrastrip shall be entitled to establish all proprietary rights for itself in
the intellectual property represented by Derivatives, whether in the nature of patents, trade secrets,
copyrights, or other rights. The Licensors shall have the right to use Derivatives for research,
academic, educational and administrative purposes.
"Disposition
Royalties" .............. ________% of Net Sales.
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Calculation of Disposition
Royalties................... Disposition Royalties are calculated using the following formulation as a guideline:
Royalty_% = Discount_% * (CMU_Content_% * Profit_Margin_%)
"Discount_%" = portion of normal market royalty rate for similar Field-of-Use License
that will be applied (25% in case of non-exclusive, 50% in case of exclusive)
"CMU_Content_%" = % of final system content attributable to CMU IP
"Profit_Margin_%" = profit margin for product which contains the Licensed Technology
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"Improvements" and
"Collaborations"............. (1.) CMU shall own all IP rights as a result of collaboration and such IP rights shall be subject
to the License Agreement. Ultrastrip may utilize such CMU owned IP rights pursuant to the terms of
the License Agreement. CMU may issue licenses to others as long as such licenses do not violate any
exclusivity agreements with Ultrastrip.
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Due Diligence................ Ultrastrip shall use its best efforts to effect introduction of Licensed Technology into the
commercial market as soon as possible; thereafter, until the expiration of this Agreement,
Ultrastrip shall keep Licensed Technology reasonably available to the public.
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Reporting Requirements....... Ultrastrip shall report quarterly to CMU its sales and revenues which are subject to royalty
payments.
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Patents and expenses......... - CMU maintains the right to apply for and prosecute.
- Ultrastrip to reimburse CMU for Patent expenses and fees in designated countries including
United States.
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Indemnification of
CMU, Warranties,
Insurance Coverage........... - CMU terms for indemnification and no warranties.
- Adequate insurance coverage; the amount of insurance to be discussed.
- Other CMU general terms and conditions.
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AMENDMENT No. 2
To DEVELOPMENT AGREEMENT
Between
ULTRASTRIP SYSTEMS INCORPORATED
AND CARNEGIE MELLON UNIVERSITY
(dated September 3, 1999)
(NOTE: Amendment No. 1 Dated July 7, 2000)
Carnegie Mellon University ("CMU") and Ultrastrip Systems Incorporated,
("COMPANY") having entered into a Development Agreement with an effective start
date of September 3, 1999, and in accordance with the terms and conditions of
this Development Agreement, Carnegie Mellon University and Ultrastrip Systems
Incorporated, now wish to modify the following clauses of this Development
Agreement (including Amendment No. 1) as it now appears in this Amendment No. 2.
1. STATEMENT OF WORK -- Modified as follows:
1.1 CMU will undertake certain research (hereinafter referred to as the
Project specifically described in the attached proposal (Appendix A)
which by reference is incorporated into this Agreement, and such other
work as may be mutually agreed upon in a duly executed amendment to
this Agreement.
1.2 An additional Statement of Work entitled "Water based Automotive
Stripping Process (WASP)", outlining the research and development of
paint-stripping and cleaning of automotive body panels is hereby
incorporated and amended to this Agreement as of the last date of
signature to this Amendment No. 1.
1.3 An additional Statement of Work entitled "Chopper Robot Fabrication
and Field Deployment", outlining the research and development of a
highly mobile paint-stripping and surface preparation robot is hereby
incorporated and amended to this Agreement as of the last date of
signature to this Amendment No. 2.
5. COSTS AND PAYMENTS -- Modified as follows:
5.1 As full and complete compensation hereunder, COMPANY agrees to pay CMU
for the work detailed under Appendix A. The total cost to COMPANY
hereunder shall not exceed $500,000.00 over a 12-month period without
the prior written consent of COMPANY. COMPANY agrees to compensate CMU
in equal monthly payments.
5.2 The total cost to the COMPANY for the work detailed under the
referenced Statement of Work entitled "Water-based Automotive Stripping
Process (WASP)," (attached hereunder) for the extended Period of
Performance, from 1 July, 2000 - 30 September, 2002, shall not exceed
One Million Dollars U.S. ($1,000,000.00US) without the prior written
consent of COMPANY. COMPANY agrees to compensate CMU in equal monthly
payments. The foregoing payments are acknowledged to be full and
complete compensation for all work and obligations assumed under this
Agreement.
5.3 The total additional cost to the COMPANY at this time (beyond any
obligations previously agreed to in Sections 5.1 or 5.2 above) for the
work detailed under the referenced Statement of Work
Development Agreement Amendment No. 2 April 10, 2001 1
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entitled "Chopper Robot Fabrication and Field Deployment" (attached
hereunder), shall not exceed Two Hundred Fifty Two Thousand Three Hundred
and Thirty Eight Dollars U.S. ($252,338 US) without the prior written
consent of COMPANY. It is agreed that this work will take place during the
original Period of Performance, from 1 August, 1999 - 30 September, 2001.
COMPANY agrees to compensate CMU in accordance with the following monthly
invoice schedule. The contract price as of this Amendment No. 2, including
the obligations under Section 5.1 and this Section 5.3 and agreed to by
both parties is $1,152,338.00 US: The foregoing payments are acknowledged
to be full and complete compensation for all work and obligations assumed
under this Agreement.
Invoice Period CMU Invoice # Amount Total Invoiced
---------------- ------------- ----------- --------------
Nov. '00-Feb '01 1-13 $ 41,671 $ 541,671
Mar '01 14 42,000 583,338
Apr '01 15 107,000 690,338
May '01 16 133,000 823,338
Jun '01 17 133,000 956,338
Jul '01 18 125,000 1,081,338
Aug '01 19 71,000 1,152,338
Except as expressly revised and amended by this Amendment No. 2, the Agreement
is in all other respects in full force and effect in accordance with the
original Agreement, Amendment No. 1 and all corresponding appendices.
Development Agreement Amendment No. 2 April 10, 2001 2
15
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2, to be
executed by their duly authorized representatives as of the last date and year
written below.
CARNEGIE MELLON UNIVERSITY ULTRASTRIP SYSTEMS, INCORPORATED
By: /s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Chief Technology Officer
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Name and Title of Signer Name and Title of Signer
4/12/01
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Date Date
Development Agreement Amendment No. 2 April 10, 2001 3