EXHIBIT 10.14
MEMORANDUM OF UNDERSTANDING
And
TEAMING AGREEMENT
By, between and among
Cordant Technologies Inc., Thiokol Propulsion
and
IMPCO Technologies Inc.
This Memorandum of Understanding [MOU] is made and entered into this 22nd
day of May 2000, by, between, and among IMPCO Technologies Inc., a Delaware
corporation having its corporate offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ [herein "IMPCO"] and Thiokol Propulsion, a division of
Cordant Technologies Inc., a Delaware corporation, having an office at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ [herein "Thiokol"]. IMPCO and Thiokol
are referred to herein individually as "party" and collectively as "parties".
RECITALS
WHEREAS, Thiokol is a leading supplier of conformable gaseous fuel storage
vessels and is a leader in the design of such storage vessels; and
WHEREAS, IMPCO has a worldwide marketing and distribution system and has
contacts with automotive OEM's; and
WHEREAS, IMPCO is a leading manufacturer of composite gaseous fuel storage
vessels for alternative fuel and fuel cell vehicle applications; and
WHEREAS, IMPCO, and Thiokol desire to combine their expertise to achieve
marketing and technology advantages; and
WHEREAS, Thiokol and IMPCO have entered into a Proprietary Information
Agreement dated 10 March 2000; and
WHEREAS, Thiokol and IMPCO desire to reduce their agreements and
understandings to a writing.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained in this Agreement, the parties agree
as follows:
ARTICLE 1
PARTIES
1.0 Parties. The parties to this Agreement are IMPCO and Thiokol.
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ARTICLE 2
PURPOSE
2.0 Purpose. The purpose[s] of this Agreement are:
(a) To define a multi phase program to evaluate the feasibility of
the design, development, manufacture and commercialization of
a conformable fuel storage vessel for application in an
automotive vehicle system. Phase one will be the design,
manufacture and validation of a conformable fuel storage
vessel for an automotive application. These applications may
include compressed natural gas (CNG), or hydrogen fueled
vehicles. Phase two will be the marketing and sale of the
conformable fuel storage vessel to various automotive OEM's;
and
(b) To state the intent of the PARTIES to establish a contract(s)
wherein IMPCO will pay Thiokol for engineering services. A
contract(s) may also be established wherein Thiokol will pay
IMPCO for engineering services. Specific terms and conditions
of this arrangement will be covered in a separate document to
be negotiated by both parties; and
(c) To have IMPCO be the exclusive distributor in North American
and European Markets of various Thiokol products. The products
to be the subject of the exclusive distributor Agreement are
listed in Exhibit "A" Products attached hereto; and
incorporated herein
(d) To establish the terms and conditions for licensing Thiokol
owned technology and or intellectual property and the royalty
payments that will be made as consideration for use of such
licensed technology.
ARTICLE 3
DEFINITIONS
3.1 "Companies" shall mean IMPCO and Thiokol.
3.2 "Parties" shall mean IMPCO and Thiokol.
3.3 "Thiokol" shall mean Cordant Technologies Inc., its divisions,
subsidiaries, the assignees of each, subcontractors, suppliers and affiliates,
and their respective directors, officers, employees and agents.
3.4 "Understanding" shall mean the mutual assent of the parties to perform
in good faith all the conditions, covenants, and obligations contained in this
Agreement.
3.5 "Background patents" means all patents, regardless of country of origin
or issue, which are owned or controlled by a Party, that cover an invention
directly related to the Purpose of this Agreement and which were not conceived
or first reduced to practice in the course of the work performed pursuant to
this Agreement.
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3.6 "Background technology" means technical information owned or controlled
by a Party and directly related to the Purpose of this Agreement and which was
not conceived or first reduced to practice in the course of the work performed
pursuant to this Agreement.
3.7 "Program" means an agreed upon joint effort by the Parties to
commercialize certain conformable storage vessels developed by Thiokol for
internal combustion engine systems and fuel cell vehicle applications for a
target customer. This Program will be defined in a separate writing.
3.8 "Program technology" means technical information conceived or first
reduced to practice in the course of the work performed pursuant to this
Agreement by employees or agents of the Parties which directly relates to its
Purpose.
3.9 "Program patent" refers to all patents, regardless of country of origin
or issue that cover an invention directly related to the purpose of this
Agreement and which were conceived or first reduced to practice in the course of
the work performed pursuant to this Agreement by employees or agents of the
Parties.
3.10 "Conformable gaseous fuel storage vessel" refers to the storage
vessels comprised primarily of composite materials developed by Thiokol or
containment of CNG or hydrogen gas.
3.11 "North American market" refers to Canadian, United States, and Mexican
markets.
3.12 "European market" refers to all countries listed in "Exhibit B".
3.13 "Gaseous Fuel" refers to Hydrogen and Methane.
3.14 "Unit sales price" refers to the gross sales price as recorded by
IMPCO in U.S. dollars, after using officially published currency exchange
calculations, if required, on the effective day of sale (as defined by IMPCO
contracts).
ARTICLE 4
DUTIES OF IMPCO
4.1 Conformable Gaseous Fuel Storage Vessel. IMPCO shall be the exclusive
Manufacturer and Distributor of the Thiokol conformable gaseous fuel storage
vessel in the North American and European automotive markets. IMPCO will utilize
its best efforts and understanding of the automotive market in general and its
distribution network to market the Thiokol conformable gaseous fuel storage
vessel.
4.2 Conformable Gaseous Fuel Storage Vessel Validation. IMPCO shall be
responsible to conduct all required validation and certification tests to allow
the conformable gaseous fuel storage vessel to be used on an automotive
application. It is understood that the level and type of testing will vary based
upon application and jurisdiction.
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4.3 Conformable Gaseous Fuel Storage Vessel Modifications. IMPCO shall be
responsible for recommending modifications to the design of the conformable
gaseous fuel storage vessel based upon the results of testing performed in
Article 4.2 Conformable Storage Vessel Validation.
4.4 Conformable Gaseous Fuel Storage Vessel Manufacturing. IMPCO shall be
responsible for the manufacturing of the conformable gaseous fuel storage
vessel. IMPCO shall deliver to Thiokol an engineering statement of work (SOW).
4.5 Conformable Gaseous Fuel Storage Vessel Marketing/Sales. IMPCO shall be
responsible for the overall marketing and sales of all alternative fuel systems
that incorporate Conformable Gaseous Fuel Storage Vessel.
4.6 Engineering Statement of Work [SOW]. IMPCO shall deliver to Thiokol an
Engineering SOW that will allow Thiokol to supply the proper quantity and
quality of technical personnel to satisfy the requirements of the SOW. Each
Agreement for contract engineering services shall be the subject of a separate
writing and Purchase Order.
ARTICLE 5
DUTIES OF THIOKOL
5.1 Conformable Gaseous Fuel Storage Vessel Design. Thiokol shall be
responsible for the design and structural performance of the conformable gaseous
fuel storage vessel.
5.2 Conformable Gaseous Fuel Storage Vessel Modifications. Thiokol shall be
responsible for the implementation of the mutually agreed design changes defined
in Article 4.3 Conformable Gaseous Fuel Storage Vessel Design Modifications.
5.3 Engineering Services. Thiokol will be responsible for supplying the
correct quantity and quality of engineering technical services to meet the IMPCO
SOW requirements.
5.4 Technology Transfer. Thiokol shall assure that all the background
patents and background technology required to manufacture the conformable
gaseous fuel storage vessel are transferred to IMPCO in a timely manner.
5.5 All work to be performed by Thiokol to satisfy the activities described
in paragraphs 5.1-5.4 above shall be funded by IMPCO, Thiokol, and potential
third parties on a mutually agreeable basis on a case by case basis.
5.6 Non-Compete Agreement. Thiokol agrees not to compete in North American
Markets for the manufacture of conventional (cylindrical), high pressure,
gaseous fuel storage technology in which IMPCO is currently involved for
automotive applications.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Representations of IMPCO. IMPCO represents and warrants that it is a
corporation duly incorporated and in good standing under the laws of the State
of Delaware with an office and legal address at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; that it has full legal power and authority to execute this
Agreement; and that performance of and compliance with the terms, provisions,
and conditions of this Agreement do not conflict with or will not result in any
violation of any applicable
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bylaw, mortgage, indenture, contract, Agreement, instrument, franchise, permit,
judgment, decree, order, statute, rule or regulation.
6.2 Representations of Thiokol. Thiokol Propulsion represents and warrants
that it is a division of Cordant Technologies Inc., a corporation duly
incorporated and in good standing under the laws of the State of Delaware with
an office and legal address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇; that
it has full legal power and authority to execute this Agreement; and that
performance of and compliance with the terms, provisions, and conditions of this
Agreement do not conflict with or will not result in any violation of any
applicable bylaw, mortgage, indenture, contract, agreement, instrument,
franchise, permit, judgment, decree, order, statute, rule or regulation.
ARTICLE 7
JOINT DUTIES OF PARTIES
7.1 All Parties to this Agreement seek to develop a process for the
identification of conformable gaseous fuel storage vessel system technology for
internal combustion engines and fuel cell vehicles which will meet the following
goals: i) satisfy future customer requirements for quality, price, reliability
and maintainability, ii) meet future relevant emission, safety and any other
relevant regulatory requirements, iii) provide the most cost efficient
commercially viable gaseous fuel conformable storage vessel system throughout
the life-cycle of the product, including after sale support and maintenance, iv)
cooperate with each other in the highest degree in the performance of all such
acts as are required to for achieving this goal.
ARTICLE 8
FUNDING OF VENTURE
8.1 Funding. All funding for performing the Agreement will be the
responsibility of the party performing the task as defined herein.
ARTICLE 9
TERM AND TERMINATION
9.1 Term. The term of this Agreement shall be for seven [7] years from the
date first written above unless terminated sooner in accordance with Article 9.2
Termination.
9.2 Termination.
(a) this Agreement may be terminated at any time by the written
agreement of all the parties to this Agreement.
(b) Any Party may terminate this Agreement upon the insolvency of
any party or the assignment by the other for the benefit of
its creditors, the inability of a party to pay its debts as
the same become due, the appointment of a receiver for any
other execution levied upon all or substantially all of the
other parties business or assets or the filing of any petition
for voluntary or involuntary bankruptcy.
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(c) Any Party may terminate this Agreement in the event of any
material breach or default of any provision of this Agreement;
provided, however, that the Party asserting breach of contract
by the other Party provides written notice of the breach or
default and of the asserting Parties intent to terminate the
Agreement, and the other Party shall have failed to cure such
breach and default within thirty (30) calendar days after the
date of such written notice.
(d) Thiokol may terminate this Agreement at anytime after the
third (3rd) year in the event that total Royalty payments
received are less than $200,000.
9.3 Duties after Termination.
(a) Upon termination or expiration of this Agreement each party
shall return to the other party [s] all Proprietary
information furnished hereunder together with all copies made
therefrom and shall not retain them thereafter.
ARTICLE 10
CONFIDENTIALITY AND NON-DISCLOSURE
10.1 Confidentiality Agreement. Each Party (the "Recipient Party")
acknowledges that the other Party (the "Disclosing Party") may disclose
information to the Recipient Party that is proprietary to the disclosing Party
or to other parties. Any such disclosure shall be made in accordance with the
terms and conditions of the proprietary information agreement previously
established by the PARTIES and provided as a part of this agreement as Exhibit
C.
ARTICLE 11
INTELLECTUAL PROPERTY
11.1 Intellectual Property Rights.
11.1.A. Existing Technology Inventions and Patents. Each Party owns
separately all technology inventions and patents in their possession before the
start of this Agreement.
11.1.B.1 Technology, Inventions and Patents Developed during Execution of
the Program. All technology, inventions and patents made solely by employees of
one Party during the execution of the Program in the performance of this
Agreement shall be the sole property of that Party. The Party shall disclose
such program inventions and patents to the other Party.
11.1.B.2. Jointly Developed Technology, Inventions and Patents Developed
during Execution of Program. Thiokol and IMPCO will jointly own all program
technology and program patents made jointly by employees of Thiokol and IMPCO in
the performance of this Agreement. Each Party shall disclose and assign all
program inventions and patents developed jointly to the other Party. Each Party
shall grant the other Party an exclusive, royalty free, non-assignable license.
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11.2 Disclosure and Ownership of Intellectual Property. Each Party will
promptly disclose to the other Party all designs, inventions, improvements,
software, copyrightable materials and other technical information made or
created solely by its employees or those of any subcontractors during the
performance of Program work under this Agreement. All patents and other
intellectual property rights created solely by one Party will belong to that
Party. The other Party(s) will be offered the right of first refusal to use this
intellectual property in gaseous-fueled internal combustion engine application.
Each Party will jointly own all patents and other intellectual property rights
created jointly by the Parties under this Agreement.
11.3 Background Patent and Intellectual Property Rights. Background patent
and intellectual property rights remain with the Party owning them, subject to
agreement to offer reasonable licensing terms if required to use this prior
intellectual property, as the basis for further intellectual property created
under this Agreement. Such a license would be subject to prior obligations of
the parties with respect to such background rights.
11.4 Independent Research. Each Party shall retain the right to engage in
independent research and development, alone or with others, on any matter,
including any aspect of automobile, truck and bus gaseous fuel systems and
related components. A Party which has undertaken or desires to undertake an
independent research and development project shall not be obligated by reason of
this Agreement to (i) disclose to the other Party the fact that such independent
research and development has been or is being undertaken, the nature of the
project or the results thereof unless such research pertains to the scope of
this Agreement, or (ii) permit the other Party to participate in such project.
11.5 Records.
(A) Each Party shall maintain complete, detailed records,
developed by or for work under this Agreement, together with findings and
conclusions relating thereto, which records, and findings shall be reasonably
made available to the other Party. Each Party shall maintain such records, in
the ordinary course of its business for a period of not less than ten [10]
years. It is understood that the financial records of each Party may be deemed
proprietary information and will only be made available at the discretion of the
disclosing party.
(B) During maintenance of any such records the Party in possession of
such records shall permit access to the information by the other Party, when
necessary, for (i) compliance matters, (ii) litigation maters, (iii) service
matters, or (iv) other similar matters. If requested, the Parties shall make
personnel available at requested locations to consult or testify regarding such
records. The Party requesting such assistance shall reimburse the other Party
for reasonable travel and other expenses (excluding wages and benefits except to
the extent that in any one matter the total time of the personnel exceeds five
days) incurred by a Party in furnishing its personnel at any location requested,
other than such personnel's normal work locations.
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ARTICLE 12
LICENSE AND ROYALTIES
12.1. License Grant - Background Patents and Background Technology. IMPCO
shall have an exclusive, non-assignable license in all background patents or
background technology required to manufacture and distribute the conformable
gaseous fuel storage vessel in the North American and European automotive
markets.
12.2. IMPCO shall also have an exclusive, non-assignable license in all
technology required to manufacture and distribute the portable NDE test scanning
device and related equipment for automotive applications.
12.3. IMPCO will make royalty payments to Thiokol on a bi-annual (June,
December) basis in an amount equal to 5% of the unit sales price of each
conformable tank and/or portable NDE test scanning device consigned, leased or
sold that incorporates Thiokol owned manufacturing or intellectual property
technology as described in paragraph 12.1 of this agreement.
ARTICLE 13
INDEMNIFICATION
IMPCO hereby agrees that it shall indemnify and hold harmless Thiokol, its
divisions, subsidiaries and affiliates, the assignees of each, and their
directors, officers, agents and employees from and against all liabilities,
claims, losses, or damages of any nature, including costs and expenses
(including attorneys' fees) incident thereto or incident to successfully
establishing the right to indemnification, for injury to or death of any person
or persons, including officers, agents and employees of IMPCO, or for loss of or
damage to any property, for any loss of use, revenue or profit, or other things
or for any other direct, indirect, incidental, consequential, economic or
statutory civil damages arising directly or indirectly out of or in any way
connected with use of any of the Background Patents, Background Technology,
Program, Program Technology, Program Patents, Conformable Gaseous Fuel Storage
Vessels, or any other item furnished by Thiokol under this Agreement whether or
not arising in tort. This indemnification provision continues after termination
of this Agreement.
ARTICLE 13
INSURANCE
Concurrently with the execution of this Agreement and annually for a period
ending not earlier than two (2) years after the expiration or termination of
this Agreement, IMPCO shall:
(a) procure (or renew) and maintain Commercial General Liability insurance
(which includes product liability coverage), with available limits of not less
than Ten Million United States Dollars (US$10,000,000) per occurrence combined
single limit;
(b) cause IMPCO's Commercial General Liability insurers to endorse all such
policies to name "Thiokol, its divisions, subsidiaries and affiliates, the
assignees of each, and their directors, officers, employees and agents" as
additional insured (hereinafter referred to as "Additional Insured") to the
extent of IMPCO's contractual obligations set forth in Article 4 hereof;
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(c) provide to Thiokol's authorized representative, for Thiokol's review,
certificates of insurance which shall: (i) be kept current and in compliance
throughout the term of this Agreement and each of the two (2) years after the
expiration or termination of this Agreement; (ii) provide for Commercial General
Liability insurance with available limits of not less than Ten Million United
States Dollars (US$10,000,000) per occurrence combined single limit; (iii)
evidence "Thiokol, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents" as Additional Insured
to the extent of IMPCO's contractual obligation set forth in Article 4 hereof;
(iv) specifically state that the agreement to release, defend, indemnify and
hold Thiokol harmless as contained in Article 13 of this Agreement is insured as
a contractual assumption of liability by IMPCO and IMPCO's Commercial General
Liability insurance carriers; (v) provide that IMPCO's Commercial General
Liability insurance will be primary to any other insurance which may be
collectable by any Additional Insured; and (vi) provide that, if any of IMPCO's
Commercial General Liability insurance policies are canceled, not renewed or any
substantial change is made in the coverage which affects the interest of any
Additional Insured, for any reason whatsoever, or if such insurance is allowed
to lapse for nonpayment of premium, such cancellation, change or lapse will not
be effective as to such Additional Insureds for thirty (30) days after receipt
by Thiokol of written notice from the insurers.
Failure of IMPCO to furnish certificates of insurance or to procure and
maintain the insurance required herein or the failure of Thiokol to request such
certificates or other proof of coverage shall not constitute a waiver of IMPCO's
obligations hereunder.
Any self retained layer, deductibles and exclusions in coverage in such
policies shall be assumed by, for the account of and at the sole risk of IMPCO.
In no event shall the liability of IMPCO be limited to the extent of any
insurance available to or provided by IMPCO or to the minimum limits of
insurance required under subparagraph (a) above.
ARTICLE 15
EXCLUSION OF LIABILITIES
15.1 Disclaimer and release. The warranties, conditions, representations,
obligations and liabilities of Thiokol and remedies of IMPCO set forth in this
agreement, are exclusive and in substitution for, and IMPCO hereby waives,
releases and renounces all other warranties and other obligations and
liabilities of Thiokol, and any other rights, claims and remedies of IMPCO
against Thiokol, express of implied, arising by law or otherwise, with respect
to any nonconformance of defect in the background patents, background technology
, program, program technology, program patents, conformable gaseous fuel storage
vessels, or other things provided under this agreement, including but not
limited to:
A) Any implied warranty of merchantability or fitness;
B) Any implied warranty arising from course of performance, course of dealing
or usage of trade;
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C) Any obligation, liability, right, claim or remedy for loss of or damage to
any property of IMPCO.
15.2 Exclusion of Consequential and Other Damages. Thiokol shall have no
obligation or liability, whether arising in contract (including warranty), tort
(whether or not arising from the negligence of Thiokol), or otherwise, for loss
of use, revenue or profit or for any other incidental or consequential damages
with respect to any nonconformance or defect in any background patents,
background technology, program, program technology, program patents, conformable
gaseous fuel storage vessels, or other things provided under this agreement.
ARTICLE 16
GENERAL PROVISIONS
16.1 Enforceable Rights. This Agreement and the Associated Agreements shall
not be deemed to confer any rights upon or be enforceable by anyone other than
the parties hereto or thereto; provided, however, that they shall inure to the
benefit of and be binding upon any corporation into or with which any party
shall be merged or consolidated or to which it shall sell substantially all its
assets and which shall agree in writing with the other parties hereto to be
bound by all of the provisions of this Agreement and the Associated Agreements
[if any] as though it had been a party hereto, in which case the transferee
shall be deemed to be entitled to the benefits of and be bound by the provisions
of this Agreement to the same extent as the transferor.
16.2 Entire Agreement. This Agreement sets forth the entire agreement
between the parties and supersedes all prior other agreements and understandings
between the parties, and their officers, directors, or employees as to the
subject matter hereof. None of the parties has relied upon any oral
representation or oral information given to it by any representative of any of
the other parties. No change in this Agreement shall be effective either as a
result of a course of conduct or oral statements or other than by a writing duly
authorized representative of each of the parties hereto and thereto.
16.3 Waiver. A failure by any of the parties to this Agreement to assert
its rights for or upon any breach of this Agreement or any such other agreement
shall not be deemed a waiver of such rights nor shall any waiver be implies from
any act. No waiver in writing by a party with respect to any right shall extend
its effect to any subsequent breach either of like or different kind.
16.4 Severability. In the event that any part or parts of this Agreement
shall be held illegal or null and void by any court or administrative body of
competent jurisdiction, such determination shall not affect the remaining parts
of this or such agreement and they shall remain in full force and effect as if
such part or parts determined illegal or void had not been included herein;
provided, however, that nothing in this paragraph shall relieve any party of any
liability for breach of covenant, warranty, or representation.
16.5 Exportation. No party shall sell, export, lease or otherwise dispose
of any Products to any country or persons that, under pertinent laws and
regulations of the U.S. Government is prohibited.
16.6 Language. This Agreement and the Associated Agreements shall be
prepared and executed in English. Translation of this Agreement into any other
language
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shall be for the convenience of the Parties, and all questions arising from this
Agreement shall be determined by reference to the official English-language
version of the Agreement.
16.7 Notices. Any notice, request, demand or other communication required
or permitted under this Agreement shall be in writing and shall be deemed to be
properly given if made by personal delivery or mailing addressed to the other
party at the following address:
If to IMPCO: IMPCO Technologies Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
If to Thiokol: Thiokol Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
16.8. Rate of Exchange. For the purposes of this Agreement, the rate of
exchange shall be the official exchange rate upon the date such exchange is
made.
16.9. No Agency. This Agreement does not make IMPCO or Thiokol the legal
agent of the other Party in any sense or for any purpose, whatsoever, and
neither Party shall have any authority to bind or commit the other.
16.10 Cost. Each Party hereto shall pay its own cost and expenses related
to negotiation, drafting and signing of this Agreement.
16.11 Headings. Headings in this Agreement are included herein for
convenience or reference only and shall not constitute a part of this Agreement.
16.12 Counterparts. This agreement may be executed in one or more
counterparts hereto. All counterparts shall be construed together and shall
constitute one Agreement.
16.13 Amendment or Modification. This Agreement may not be modified or
amended except by writing duly signed by the authorized representatives of the
Parties.
16.14 Cooperation. The parties recognize that it is not practicable for
them to have considered all future contingencies in this Agreement. As new or
different issues arise, the parties will confer and cooperate to develop
procedures and agree on terms which will effectuate the purpose of this
Agreement.
16.15 Compliance with Laws. The Parties agree to comply with the Export
Control Regulations of the United States Department of Commerce and other United
States Government Regulations relating to the export and re-export of technical
data and equipment and products produced therefrom. Each Party agrees that it
will not take any action in violation of, and will not cause the Company to take
any action in violation of,
(i) applicable laws, rules and regulations of United States of
America related to the subject matter of this Agreement, or
(ii) the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Sections
78dd-1 et seq. Which, in general, prohibits any person from making
any payment of money or anything of value, directly or indirectly, to
any government official and which requires the keeping of financial
records in connection with foreign activities, or
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(iii) the export or import control laws of any country, with respect
to products, services and technology obtained from such country, to
the extent that any of such laws shall be applicable, or
(iv) the laws of the United States prohibiting or restricting
business dealings with Persons of or in Cuba, Iran, Iraq, Libya,
Federal Republic of Yugoslavia (Serbia and Montenegro), Republic or
Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons
owned or controlled by any of the foregoing (including any of the
"specially designated nationals" specified under such laws.
16.16 Dispute resolution. In the event any dispute involving this Agreement
arises between the Parties, they shall negotiate a resolution of the dispute at
a meeting of the principals called for that purpose. If the dispute cannot be
resolved by negotiation within a 90 day period of time from the date of formal
notification by one Party to the other of a point of dispute, the Parties agree
to have it finally settled by arbitration according to the rules of the American
Arbitration Association by one or more arbitrators appointed by mutual agreement
and failing such agreement in accordance with said rules. The written decision
of the arbitrator or arbitrators shall state the reasons on which it is based
and shall be without appeal. The arbitral award shall be final and binding upon
both Parties. The place of Arbitration shall be at a location in California, as
agreed to by the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and caused
their respective corporate seals to be affixed by their officers thereunto duly
authorized as of the day and year first written above.
IMPCO Technologies Inc. Thiokol Propulsion
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5/22/00
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Vice President & TITLE: President
------------------------- ------------------------------
General Manager
-------------------------
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EXHIBIT "A"
PRODUCTS
1. Conformable Gaseous Fuel Storage Vessels [tanks]
2. Portable NDE Test Scanning Device and related equipment for automobile
applications
EXHIBIT "B"
EUROPEAN MARKET
Countries which are considered to be within the "European Market" are as
follows:
Austria, England, France, Germany, Ireland, Italy, Portugal, Spain
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May 24, 2000
Dear Colleague,
This is an exciting time for all of us as Cordant Technologies becomes part of
Alcoa. With the merger completed this week, we are looking forward to the
challenges of creating a strong, new business group within Alcoa.
Thiokol, Huck and Howmet are being joined by two existing Alcoa businesses -
Alcoa Automotive and Alcoa Forged Products - to form Alcoa Industrial Components
Group, or AIC. AIC, based in Salt Lake City, is now one of the largest groups in
Alcoa with more than 20,000 employees, facilities in eight countries and
revenues of nearly $4 billion.
With Cordant, and the recently acquired ▇▇▇▇▇▇▇▇ Metal Company, Alcoa is a $23.5
billion company with almost 150,000 employees in 36 countries. We have
international customers in the aerospace, automotive and construction
industries, among others. Alcoa is the world's leading producer of aluminum and
is active in all major segments of the industry.
As a group, we have the opportunity to take Alcoa to new heights. For more than
100 years, Alcoa has been a leader in the aluminum industry from mining through
smelting to fabricated products. With AIC, Alcoa has created a powerful team in
the industry's next growth frontier - the finished components business - with
emphasis on the industrial, automotive, and aircraft and aerospace markets.
Our shared knowledge and technologies will be the foundation of our strength and
will enable us to provide full service to our customers. Our shared values -
integrity, respect for our people, their safety and health, and for the
environment in which we live and work - will allow us to excel.
There naturally will be a time of transition, but we expect it to be smooth and
productive. We know you have had many question, beginning with employee
benefits. We can tell you that we expect no changes in aggregate to your benefit
package through 2001. We expect to have more answers soon for your questions.
Most importantly, we will work to keep the lines of communication open.
We believe that this is a time of great potential for the business and for all
of us. We look forward to working with you and to shared future successes as
part of Alcoa.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Group President, Alcoa Industrial Components President, Thiokol Propulsion
14
Amendment No. 1 to
MEMORANDUM OF UNDERSTANDING
And
TEAMING AGREEMENT
By, between and among
Thiokol Propulsion
and
IMPCO Technologies Inc.
THIS AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING AND TEAMING AGREEMENT
(the "Amendment") is made and entered into as of this ___ day of January, 2001,
by, between and among Thiokol Propulsion, a division of Cordant Technologies,
Inc., a Delaware corporation with offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and IMPCO Technologies Inc., a Delaware corporation having
its corporate offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("IMPCO"). IMPCO and Thiokol are referred to herein individually as "party" and
collectively as "parties."
RECITALS
A. The parties entered into that certain Memorandum of Understanding and
Teaming Agreement dated as of May 22, 2000, by, between and among Cordant
Technologies Inc., Thiokol and IMPCO ("MOU") for the purposes set forth in
Article 2 thereof.
B. The parties now wish to amend the MOU to clarify certain provisions
contained therein.
TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto hereby agree to amend the MOU as
follows:
1. Amendment of Article 16, Section 16.1
The MOU shall be further amended by deleting Article 16, Section 16.1 in
its entirety and replacing it with the following:
"16.1 Enforceable Rights. This Agreement and the Associated Agreements
shall not be deemed to confer any rights upon or be enforceable by anyone other
than the parties hereto or thereto; provided, however, that such agreements
shall inure to the benefit of and be binding upon the parties hereto, any
party's affiliate which is capable of performing such party's obligations
thereunder and to which such agreements may be assigned by such party, and any
corporation or other legal entity into or with which any party shall be merged
or consolidated or to which it shall sell substantially all its assets, in which
case the assignee or transferee shall be deemed to be entitled to the benefits
of and be bound by the provisions of this Agreement and the Associated
Agreements to the same extent as the transferor. In the event of such an
assignment or transfer, the transferor shall provide prompt written notice to
the other party of such assignment or transfer."
2. No Other Amendments
Except as expressly provided above, each of the terms and provisions of the
MOU and the Associated Agreements referenced therein (including, without
limitation, the Proprietary Information Agreement dated March 1, 2000 by and
between Thiokol and IMPCO and the Basic Services Contract No. 17297 by and
between IMPCO and Thiokol, as amended to date) are hereby ratified and shall
remain in full force and effect.
-2-
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
THIOKOL PROPULSION, a division of
Cordant Technologies, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director, Contracts
IMPCO TECHNOLOGIES INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
-3-
Amendment No. 2 to
MEMORANDUM OF UNDERSTANDING
And
TEAMING AGREEMENT
By, between and among
Thiokol Propulsion
And
IMPCO Technologies, Inc.
THIS AMENDMENT NO. 2 to MEMORANDUM OF UNDERSTANDING AND TEAMING AGREEMENT
(the "Amendment") is made and entered into as of this 20th day of August, 2001,
by, between, and among Thiokol Propulsion, a division of Cordant Technologies,
Inc., a Delaware corporation with offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Thiokol"), and IMPCO Technologies, Inc., a Delaware
corporation with corporate offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("IMPCO"). IMPCO and Thiokol are referred to herein individually as
"party" and collectively as "parties".
RECITALS
A. The parties entered into that certain Memorandum of Understanding and
Teaming Agreement dated as of May 22, 2000, by, between, and among Thiokol and
IMPCO ("MOU") for the purposes set forth in Article 2 thereof.
B. The parties amended the original MOU with Amendment No. 1 dated as of
January 2001 as modified therein.
C. The parties now wish to further amend the MOU to clarify certain
provisions contained therein and as agreed to herein.
TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto hereby agree to amend the MOU as
follows:
1. All obligations, liabilities, and responsibilities of IMPCO as defined
in the MOU are hereby assigned to and accepted by QUANTUM Technologies
Worldwide, Inc., a Delaware corporation, having offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ("QUANTUM").
2. All obligations, liabilities, and responsibilities of Thiokol as defined
in the MOU are hereby assigned to and accepted by ATK Thiokol Propulsion, an
operating company within Alliant Techsystems, Inc., having offices at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ("ATK Thiokol").
3. ATK Thiokol herein agrees to provide, and IMPCO and QUANTUM herein agree
to accept ownership of a worldwide, exclusive, non-assignable license in all
background patents or background technology required to manufacture and
distribute ATK Thiokol's Liquid Level Sensor and Electronic Flow Control Systems
technology ("Liquid Level Sensor") for all vehicular (mobile) applications. All
market entry restrictions identified within the MOU shall not apply, nor shall
they be enforced in conjunction with the Liquid Level Sensor technology.
4. IMPCO/Quantum will make royalty payments to ATK Thiokol on a bi-annual
(June, December) basis in an amount equal to 5% of the unit sales price for each
Liquid Level Sensor consigned, leased, or sold that incorporates ATK Thiokol
owned manufacturing or intellectual property technology as described in
paragraph 3. above.
5. Right of First Refusal. Should a party, at any time during the term of
the MOU, elect to sell any Program Technology or other technologies related to
the MOU or this Amendment, the other party shall have the right of first refusal
to purchase all rights, including manufacturing, licensing, distribution, and
ownership rights, of said technology under terms and payment that are mutually
agreeable to the parties and documented in a separate writing.
6. No other Amendments. Except as expressly provided above, each of the
terms and provisions of the MOU and the Associated Agreements referenced therein
(including, without limitation, the Proprietary Information Agreement dated
March 1, 2000 by and between ATK Thiokol and IMPCO and the Basic Services
Contract No. 17297 by and between IMPCO and ATK Thiokol, as amended to date) are
hereby ratified and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
ATK Thiokol Propulsion
By: /s/ A. K. ▇▇▇▇▇
----------------------------
Name: A. K. ▇▇▇▇▇
--------------------
Title: Director, Contracts
--------------------
Date: 8/15/2001
--------------------
QUANTUM Technologies Worldwide, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------
Title: Executive Director,
Business Development
--------------------
Date: 8/20/2001
--------------------