TEAMING AGREEMENT BETWEEN FEDERAL PRISON INDUSTRIES AND
EXHIBIT
10.18
BETWEEN
FEDERAL
PRISON INDUSTRIES
AND
IX
ENERGY INC.
SECTION
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A.
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Basis
of the Agreement
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B.
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Definitions
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C.
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Purpose
and Formation of Teaming
Arrangement
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D.
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Term,
Termination, and Breach of the
Agreement
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E.
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Parties
Resources
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F.
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Marketing
Effort
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G.
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Ownership
of Technology/Right in Invention Patents,
Copyrights
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H.
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Confidentiality
and Non-Disclosure
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I.
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Warranties
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J.
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Set-up and
Training
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K.
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Travel
expenses
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L.
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Equipment
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M.
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Proposal
Activities and Issues
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N.
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Alternative
Dispute
Resolution
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O.
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Notices
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P.
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Selling
Third Parties
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Q.
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Assignment
of Agreement
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A. BASIS
OF THE AGREEMENT
This
non-exclusive teaming agreement (hereinafter referred to as the “Agreement”)
entered into by UNICOR, Federal Prison Industries, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, hereinafter referred to as “FPI” and IX
Energy Inc., herein referred to as “IX Energy” (may hereinafter be referred to
collectively as the “Parties” or individually as a “Party”) concerns the Parties
pursuit of various potential business opportunities hereinafter referred to as
“Business Initiatives”. It is anticipated that efforts relating to
specific Business Initiatives, identified in Exhibit I, will ultimately result
in contract(s) between the parties.
The
Parties agree as follows:
B. DEFINITIONS
1. “Customer”
means one who buys goods and/or services.
2. “Teaming
Arrangement” means the business relationship between FPI and IX Energy,
established pursuant to this agreement.
3. “Workshare”
means allocation of work between the Parties developed by the Parties as each
initiative is developed.
4. “Business
Initiative” means a bona-fide business opportunity described by a Statement of
Work and with potential customers or markets identified and a general statement
of the roles envisioned for each Party. The Party proposing the
Business Initiative pledges to expend effort to research, develop, and otherwise
pursue that Business Initiative. A Business Initiative must be signed
by both Parties and must identify which Party is the proposing
Party.
C. PURPOSE
AND FORMATION OF TEAMING AGREEMENT
The
purpose of this agreement is to establish a teaming relationship by merging
resources between the Parties for the express purpose of pursuing specific
Business Initiatives. Nothing in this Agreement shall constitute,
create, give effect to, or otherwise imply a joint venture, pooling arrangement,
partnership, or formal business organization of any kind. The Parties
shall remain independent contractors at all times, and no Party shall act as the
agent for the other. The rights and obligations of the Parties shall
be limited to those expressly set forth herein. Nothing herein shall
be construed as providing for the sharing of profits or losses arising out of
the efforts of either or both of the Parties.
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Neither
Party will be liable to the other for any of the costs, expenses, risks, or
liabilities arising out of the other’s efforts in connection with the
performance of this Agreement. The Teaming Agreement shall apply only
to opportunities specifically agreed to by the Parties on a case-by-case
basis. The Parties shall identify, in Exhibit I, any projects in
which the Parties are potentially discussing teaming arrangements, pursuant to
this agreement. For each of the projects identified in Exhibit I, the
Parties shall seek to work toward a mutually acceptable agreement, for a period
not to exceed two years from the date of this agreement for each
project. Unless and until a business agreement between the Parties is
reached for any the projects identified in Exhibit I, there shall be no
obligations to partner with the other party or to provide remuneration or
otherwise provide compensation to the other party.
Any
business agreements between the Parties shall identify and details of the
Business Initiative; the details shall include at a minimum the elements stated
in __. Other information may be included if available such
as: other commercial entities involved down through the second tier,
estimated revenue and employment calculations, outline of partnership
arrangement, and may include contract number, specific buying office address,
POC and any other pertinent documentation.
No
modification to this Agreement may be made without the consent in writing of all
Parties hereto. Should any provisions contained in this Agreement be
found to be invalid, illegal, or unenforceable, the remaining provisions of this
Agreement shall not be affected thereby.
D. TERM,
TERMINATION AND BREACH OF THIS AGREEMENT.
(1) This
agreement, except for Section H, shall expire 3 years from the date of this
agreement with two one year extension options, thereafter unless terminated
earlier by one of the following events:
A. Written
agreement by the Parties to terminate this agreement, or
B. If
any team member petitions for bankruptcy or reorganization under bankruptcy
laws, or makes an assignment of the benefit of creditors, or
C. The
Government’s debarment or suspension of any team member which would preclude any
team member’s participation in contracts with the Government, or
D. By
written 90 day prior notification by either party.
(2) If
any Party breaches or defaults any of the provisions of this Agreement, the
other Parties may provide written notice of such breach in accordance with the
NOTICES provision of this agreement. If said Party does not cure its
performance within 15 days from the date it receives notice, then any time after
the expiration of such cure period, the no-breaching Party may give written
notice to the other(s) of its election to terminate this
Agreement. Should there be any dispute arising under or related to
this Agreement, such dispute may be resolved as provided under provisions of the
Alternate Disputes Resolution process as defined by this Agreement.
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(3) In
the event that this Agreement is terminated, any contracts or subcontracts
resulting from efforts under this Agreement shall remain in effect, subject to
the terms and conditions therein.
E. PARTIES
RESOURCES
Contracts that result from a Business
Initiative will express the responsibility of each Party for providing the
resources necessary to perform the contract.
F. MARKETING
EFFORT
A. Roles
(I) During
the course of this Agreement, the Parties shall be responsible for and
reasonably cooperate in planning and executing the Business
Initiatives. Both Parties shall share marketing intelligence and
shall identify specific opportunities and determine appropriate strategies to
acquire contracts for the Business Initiatives under this
Agreement.
(II) Parties
shall use their best efforts to secure prime contracts for the Business
Initiatives and Parties shall support and assist each other in securing
subcontracts for the defined Business Initiatives.
B. Marketing
Expenses
Each
Party shall be solely responsible for their own marketing
expenses. Both Parties will make their best efforts to have personnel
available for presentations, meetings, site visits, and other activities
pursuant to the Business Initiatives.
C. Status
Information
Each
Party shall keep the other party informed as to the status of all marketing and
sales issues, activities, and opportunities relating to potential Business
Initiatives during the term of this Agreement.
D. Customer
Contacts
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The Party
bringing the Business Initiative to this agreement shall be responsible, unless
otherwise agreed to by the Parties, for all communication with prime contract
customer contacts, whether in person, in writing, by phone, or by other
means. If communications are initiated by the Customer directly with
the Party not bringing the Business Initiative, that Party will coordinate
responses with the Party who proposed the Business Initiative.
E. Advertising
and Publicity
Publications
or releases to news media or to the general public, including, commercial
advertising relating to this teaming agreement shall require all Parties’ prior
written notice as well as approval by all Parties. However, as a
public agency, FPI may be required to provide information to the media, or
general public without prior written notice to, or approval by the
non-government parties.
F. Service
Names and Logos
Use of
service names and logos shall be coordinated between the Parties and require the
agreement of the Parties.
G. OWNERSHIP
OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS AND TRADE SECRETS AND
OTHER INTELLECTUAL PROPERTY
a. A
Party shall own rights to any technology it independently develops or has
already developed.
b. Each
Party agrees to provide to the other Party, all of the proprietary information
as it relates to each customer contract when the technology is released to
either Party. This agreement shall be modified with an attached
addendum to reflect the technology released.
c. Each
Party shall ▇▇▇▇ all independently owned proprietary materials with designation
of “proprietary” prior
to the release to either Party.
H. CONFIDENTIALITY
AND NON-DISCLOSURE
a. Non-Disclosure.
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Without
the other Parties’ prior, written content, no Party shall directly, or
indirectly, disclose, make available, or communicate to anyone or any entity,
other than its own employees, agents, and representatives, all or any part of
any proprietary information shared by the other Party with it during the course
of this Agreement, except as may be required by court order or overriding
federal law. Each Party acknowledges and agrees, that the other
Parties have valuable, proprietary rights in their information and agrees to
keep the other Parties’ information strictly confidential and only disclose it
to those of its employees, agents, or representatives who have a need to
know. Before disclosure, each Party shall advise any such employees,
agent, or representative to whom such disclosure is made of this Agreement and
require any such employee, agent, or representative to agree to abide by the
terms of this Agreement and keep all disclosed information
confidential. This covenant of confidentiality and non-disclosure
shall apply to written materials and information, and to information imparted
verbally.
b. Return of Written
Materials. The Parties acknowledge that any such information
will be shared for the sole purpose of determining if there is a basis for
agreement between the Parties. Neither Party is hereby granting the
other any right or license with respect to any shared information. If
the Parties fail to reach agreement, each Party shall return to the other any
written materials or information give to it (and copies made by it) or affix in
writing that such materials or information has been destroyed. If
agreement is not reached, any Party shall not use in any way for its benefit or
any other person’s or entity’s benefit any such information or materials shared
with it, without the other Parties’ written consent.
c. Term. The
non-disclosure terms to this Agreement shall be in effect for a period of five
years from its date of execution with year to year options, if exercised, or
three years from termination of this teaming agreement, whichever is
longer.
d. Applicable
Law. This Agreement shall be construed, interpreted, and
enforced in accordance with the laws of the Federal Government of the United
States of America.
I. WARRANTIES
Each of the Parties agrees to perform
their responsibilities under this Agreement and any contract resulting from
Business Initiatives consistent with good commercial practices. No
other warranties, expressed or implied, will be provided by the Parties to the
customers under said agreement unless otherwise agreed to the
Parties.
J. SET-UP
AND TRAINING
If set-up and training is required, the
Parties shall mutually decide which party shall be responsible for operation
set-ups and training of personnel and inmates in order to perform any contracts
resulting from this Agreement. Training may be conducted at any of
the Parties’ sites depending on the nature of the training. All training for
inmates shall be conducted at FPI sites.
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K. TRAVEL
EXPENSES
All
Parties shall be responsible for their own travel expenses under this
agreement.
L. EQUIPMENT/MATERIALS
For each
Business Initiative, the Parties will identify the equipment and materials
required as this information becomes known. Responsibility for the
provisioning of the required equipment and materials will be decided by the
Parties as part of contract negotiations.
M. PROPOSAL
ACTIVITIES AND ISSUES
a. Prime
Contract Proposals
The
Parties will agree upon which party shall be responsible for preparation of
proposals to the customer. Each Party shall provide support and
assistance as may reasonably be requested by the other Party.
b. Business
Relationship
The
Parties agree to work together and not separately pursue projects identified in
Exhibit I. The Parties’ commitment not to separately pursue any
projects identified in Exhibit I will be in effect: (a) through
negotiations, award and performance of the contract resulting from the Parties’
collaboration on projects identified in Exhibit I; (b) until such time as the
award is made to some other party; (c) until this agreement is terminated in
writing by either party, by giving 90 days notice; or (d) until the expiration
of this teaming agreement.
c. Prime
Contract Negotiations
Prime
Contract negotiations shall be the primary responsibility of the Party who has
been mutually agreed to be the prime contractor, or who has been mutually agreed
to negotiate the prime contract. The Parties agree to support each
other as may be reasonably required by either Party. The Parties
agree to keep each other reasonably advised as to the status of any prime
contract negotiations. In the event that the Prime Contract customer
requests clarification and/or changes that impact a Party’s portion of the
proposal, that Party agrees to promptly respond to same.
N. ALTERNATIVE
DISPUTE RESOLUTION
The
Parties to this agreement agree to attempt in good faith to resolve any
conflicts, disputes, or claims arising out of this Agreement by negotiation
between senior executives or officials. The Chief of Procurement for
Federal Prison Industries shall decide all disputes and claims, arising under or
related to this Agreement. If applicable, Parties agree to consider
the utilization of Alternative Dispute Resolution (ADR) procedures in situations
concerning disputes between the Parties.
O. NOTICES.
Any
notice, demand, request, statement or other writing required or permitted by
this Agreement shall be deemed to have been sufficiently provided when received
by confirmed telephonic facsimile or sent via registered mail as
follows:
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Federal
Prison Industries
ATTN: _________ or
Designee
▇▇▇▇.
▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇., ▇.▇.
▇▇▇▇▇▇▇▇▇▇,
▇.▇. ▇▇▇▇▇
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IX
Energy Inc.
ATTN: ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇▇
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P. SELLING
TO THIRD PARTIES
In no
event does this Agreement limit or restrict the rights of the Parties in
quoting, offering to sell or selling to others, any items/ services or standard
regularly offered products/services not specifically stated in this
Agreement. This Agreement is intended to protect the Business
Initiatives arising from the combined efforts of the Parties and proprietary or
confidential information of this Teaming Agreement.
Q. ASSIGNMENT
OF AGREEMENT
This
agreement may not be assigned or otherwise transferred by any party in whole or
in part without the express prior written consent of the other
parties. In the event any Party shall change its corporate name or
merge with another corporation, assignment shall be mutually agreed upon by all
Parties.
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This
agreement shall be binding and effective upon execution by all
Parties.
FPI,
Federal Prison Industries
By: /s/ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇
Title: General Manager, Electronics Business
Group
Date: 2-14-08
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
Title: CEO – Director
Date: 2-6-08
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Exhibit
I – BUSINESS INITIATIVES
Schedule
1.
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a)
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Assembly
and fabrication of solar panels from cells provided to Unicor by IX Energy
at a Unicor factory to be mutually agreed
upon.
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b)
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Inventory
Control, Warehousing and Shipment of Fabricated
Units
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c)
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OEM
– Unicor Warranty Work
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d)
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Joint
Development of New Markets and Sales
Opportunities.
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e)
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New
Product Development based on Manufacturing Experience and Customer
Requirements
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This
Exhibit represents the project(s)s currently being pursued by the Parties
pursuant to this Teaming arrangement. Unless and until a business
agreement is reached between the Parties regarding the identified project(s),
there is not obligation by either party to provide remuneration or compensation
to the other party. Any business agreements agreed by the Parties
shall specify the arrangements between the Parties for each project
identified.
FPI,
Federal Prison Industries
By: /s/ ▇▇▇▇
▇▇▇▇
Title: General Manager – Electronics Business
Group
Date: 2/14/2008
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
Title: CEO-Director
Date: January 6,
2008
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NON-DISCLOSURE
AGREEMENT
Effective
Date: January 31, 2008
To
protect certain proprietary or confidential information which may be disclosed
between them, UNICOR and the “Participant” identified below agree
that:
1. The
disclosing party/parties (Discloser) or proprietary or confidential information
is (are):
IX Energy Inc. (IX or tradename “IX
Energy”)
Federal Prison Industries, Inc. (FPI or
tradename “UNICOR”)
2. The
parties’ representatives authorized to disclose or receive proprietary or
confidential information are:
For IX
Energy – ▇▇▇▇▇ ▇▇▇▇▇▇▇ or Designee
For FPI –
or Designee
3. The
specific proprietary or confidential information disclosed under this
Agreement is described as data relating to efforts for the express purpose of
general marketing and proposal development in support of a teaming agreement
arrangement.
4. This
agreement controls only proprietary or confidential information which is
disclosed during the period prior to contract award, after which time this
Agreement is terminated except that the Recipient will continue to protect
proprietary or confidential information received under this Agreement for a
period of two (2) years from the effective date of this Agreement.
5. Except
as may be required by court order or overriding federal law, Recipient shall not
disclose proprietary or confidential information to any third party individual,
corporation, or other entity without the prior written consent of the Discloser
and shall limit its disclosure to its employees having a need to know such
information for the express purpose set forth under Paragraph 3
above. A Recipient shall protect the disclosed proprietary or
confidential information by using the same degree of care, but no less than a
reasonable degree of care, to prevent the unauthorized dissemination or
publication of the proprietary or confidential information as the Recipient uses
to protect its own proprietary or confidential information of a like
nature.
6. Either
party shall have a duty to protect only that confidential information which is
(a) Disclosed by the Discloser in writing and is marked as “Proprietary” or
“confidential”, or with a similar legend, at the time of disclosure, or which is
(b) Disclosed by the Discloser in any other manner and is identified as
proprietary or confidential in a written memorandum delivered to the Recipient’s
representative named in Paragraph 2 within fifteen (15) days of the
disclosure.
7. The
obligations herein will not apply to any proprietary or confidential information
which is (a) Available to the public other than by breach of this Agreement by
Recipient; (b) Rightfully received by Recipient from a third party without
proprietary or confidential limitations; (c) independently developed by
Recipient’s employees; (d) Known to Recipient prior to first receipt of same
from Discloser; or (c) Hereinafter disclosed by the Discloser to a third party
without restriction or disclosure.
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8. Each
Discloser warrants that it has the right to make the disclosures under this
Agreement. The Discloser(s) make(s) no warranty, express or implied
with respect to information delivered hereunder including implied warranties of
merchantability, fitness for a particular purpose, or freedom from patent or
copyright infringement, whether arising by law, custom, or
conduct. In no event shall either party be liable for special,
incidental, indirect, or consequential damages.
9. Neither
party acquires any licenses or any other intellectual property rights of the
other party under this Agreement.
10.
Neither party has an obligation under this Agreement to offer for sale products
using or incorporating the proprietary or confidential
information. Either party may, at its sole discretion, using its own
information, offer such products for sale and may modify them or discontinue
sale at any time.
11.
Neither party has an obligation under this Agreement to
purchase any product or service from the other party.
12.
The parties do not intend that any agency or partnership
relationship created by them by this agreement.
13.
All additions or modifications to this Agreement must be made in
writing and signed by both parties.
14. This
Agreement is made under and shall be construed according to the laws of the
Federal Government of the United States of America.
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FEDERAL
PRISON INDUSTRIES, INC.
(FPI)
By: /s/ ▇▇▇▇
▇▇▇▇
(Authorized
Signature)
General
Manager
(Title)
February
14,
2008
(Date)
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IX
ENERGY INC
(IX
Energy)
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇
(Authorized
Signature)
(CEO-Director)
1-31-2008
(January
31, 2008)
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