Exhibit 10.3
AGREEMENT BETWEEN COLTEC, INC. AND REGI U.S., INC. MADE AS
OF OCTOBER 1, 2000.
This Agreement is made as of October 1, 2000 (the "Effective Date"), by and
between COLTEC, INC. (hereinafter referred to as "ColTec") an Indiana
corporation having a principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, and REGI U.S., INCORPORATED (hereinafter referred to as "REGI U.S.")
having a principal office at #▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
Whereas ColTec and REGI U.S. find it desirable to jointly participate in
Government sponsored research and development programs utilizing REGI's
proprietary Rand Cam(TM) technology to develop products for U.S. military use
while protecting ColTec's interest in a license for producing and sublicensing
the resultant product(s) and REGI U.S.'s interest in considerations from
ColTec's license for production and/or sublicensing of products utilizing Rand
Cam(TM) technology.
Now, therefore, in consideration for the premises and obligations set forth
herein, it is hereby agreed that:
DEFINITIONS
-----------
1. PRODUCTS FOR U.S. MILITARY USE: For this agreement Products For U.S.
Military Use shall consist exclusively of engines utilizing the external
combustion Rand Cam(TM) technology (the Rand Cam(TM) device is the
compressor and expander portion of the engine) with a rated (continuous
duty) output of 10 kW and less. The engines can have an intermittent (or
burst power mode) power output up to 20 kW.
TERMS AND CONDITIONS
----------------------
2. LICENSE: REGI U.S., Inc. hereby grants a license to ColTec for Products For
U.S. Military Use for within North America.
3. CONSIDERATIONS: In return for the license ColTec shall:
3.1. reimburse REGI $9,000.00 U.S. for labor that is furnished by REGI for
each Phase I, S.B.I.R. project ColTec receives for Products For U.S.
Military Use;
3.2. reimburse REGI $6,000 U.S. for labor that is furnished by REGI for
each Phase I (option) S.B.I.R. project ColTec receives for Products
For U.S. Military Use;
Page 1 of 4
3.3. reimburse REGI for labor that is furnished by REGI for each Phase II,
S.B.I.R. project ColTec receives for Products For. U.S. Military Use
in the amount of one sixth of the contract amount;
3.4. pay REGI five percent (5%) of the gross sales amounts of Products For
U.S. Military Use resulting from production by ColTec or any of their
sub licensees; ColTec agrees to submit monthly financial statements to
REGI on a timely basis and payment to REGI shall be made within 30
days from the end of each month;
3.5. responsibilities of REGI in each Phase I and each Phase II S.B.I.R.
project ColTec receives for Products for U.S. Military Use are that
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will provide ▇▇. ▇▇▇▇▇ Zhang, the project leader,
advise on Rand Cam(TM) device design and technology whenever needed,
and ▇▇. ▇▇▇▇▇▇▇ will work steadily an average of two full days per
week (on Phase II Projects) in accordance with the terms of the
project work plan;
3.6. ColTec will be given the first opportunity to quote on any new Rand
Cam(TM) engine or compressor design and/or analysis projects from
REGI's customers unless precluded by customer requirements.
4. PATENTS: Inventions that are improvements to Rand Cam(TM) technology and
are conceived by ColTec. shall be the property of ColTec.
4.1. ColTec shall grant a perpetual no-cost license to REGI for use of
these patents for Rand Cam(TM) products which license shall survive
the cancellation or expiry of this Agreement.
4.2. ColTec shall pay all costs associated with obtaining and maintaining
said patent(s).
4.3. In the event ColTec decides not to obtain or maintain patents on
inventions it conceives, which are improvements to Rand Cam(TM)
technology, ColTec hereby authorizes, approves and grants the right to
REGI to obtain or maintain patent(s) at REGI's expense. In these
instances the patent(s) and the underlying technology shall be the
sole and exclusive property of REGI and ColTec waives any rights it
may have under such patents.
5. Term: This Agreement shall be effective as of the Effective Date and its
term shall end Five (5) years from the date hereof with the exception of
Licenses granted to ColTec which shall last in perpetuity subject to
specific performance clauses which shall be incorporated in said licenses.
This Agreement shall be terminated in the event that funding for the Rand
Cam(TM) device (the compressor and the expander) is not received within one
(1) year from the date of this agreement and in the event that production
has not commenced within three years from the date of this agreement by
ColTec.
Page 2 of 4
MISCELLANEOUS
-------------
6. Subsidiaries: Each reference to a "party" in this Agreement shall be deemed
to include each party's respective subsidiaries, affiliates and sister
companies, each of which such ▇▇▇▇▇ shall cause to observe the requirements
of this Agreement.
7. No Implied Rights: No rights, obligations, representations or terms other
than those expressly set forth herein are to be implied from this
Agreement.
8. Termination: Either party hereto, upon written notice to the other, may
terminate this Agreement. Such termination shall be effective thirty (30)
days after receipt of such notice. Notice of termination under this
Agreement shall be deemed to be received ten (10) days after posting if
sent by first class mail unless actually received at an earlier date.
Licenses granted to ColTec are not cancelable unless ColTec defaults on
specific performance clauses, which shall be incorporated in said licenses.
9. Severability of Provisions: Should any part of this Agreement be declared
invalid by a court of law, such decision shall not affect the validity of
any remaining portion which shall remain in force and effect as if the
invalid portion was never a part of this Agreement when it was executed.
Should the severance of any such part of this Agreement materially affect
any other rights and obligations of the parties hereunder, the parties
hereto will negotiate in good faith to amend this Agreement in a manner
satisfactory to the parties.
10. Non-Assignability: Neither party hereto shall, directly or indirectly,
assign or purport to assign this Agreement or any of its rights and
obligations in whole or part to any third party without the prior written
consent of the other party.
11. Amendment: This Agreement shall not be amended, modified or altered, except
in writing, duly accepted and executed by both parties.
12. Governing Law: This Agreement shall be governed by, and construed in
accordance with the laws of the State of Indiana.
13. Entire Agreement: This Agreement constitutes the entire agreement and
understanding of the parties hereto, and no representations or promises
have been made that are not fully set forth herein.
Page 3 of 4
14. Notices: Any notices from either party to the other will be given in
writing to the attention of the persons listed below, or to other such
addresses or addressees as may hereafter be designated in writing for
notices by either party to the other. A notice will be deemed received when
delivered, or five (5) days after deposit in the U.S. Mail, certified or
registered, postage prepaid, whichever is earlier.
IF TO COLTEC:
ColTec, Inc.
ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
IF TO REGI U.S.:
ATTN: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
#▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
IN WITNESS WHEREOF, the parties hereby, or authorized agents thereof, have
executed this Agreement, which shall be binding upon them and their respective
successors and assigns, as of the day and year first above written.
ColTec, Inc.
By: /s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Title: President 09/27/00
--------------------------
Accepted and agreed to this
14 Day of Oct. 2000
-- ----
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (President)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
Title: President
--------------------------
Page 4 of 4