Agreement on Technology Development (Cooperation)
Exhibit 10.6
Party
A: Hydrogen
Motors Inc.
Address: ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Tel: (▇▇▇)
▇▇▇-▇▇▇▇
Party
B: Institute
for Mechanical Engineering Problems
Address: 2,
▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
Whereas: Party A is
a Company focusing on development, manufacture, and roadway testing of an
experimental-industrial specimen of the Vehicle Borne Hydrogen Generator, and
Party
B is a research structure possessing ample resources for scientific
research. To learn each other’s good points for common progress and display
their respective advantages, both parties conclude, through friendly negotiation
and on the basis of true and ample expression of their respective ▇▇▇▇▇,
following contract for joint observation on joint participation in the
technological project for research and development and modernization of
experimental electrochemical reactor.
Section
1 Project name
1.1
Development of a concept Vehicle-borne H2-producing
rechargeable feeder for hydrogen-propulsion automobile
Section
2 Project requirements
2.1
Technical goal: Exploration of electrochemical reactor material
properties.
2.2
In this project take part employees Part A:
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | Institution Project Leader |
|
Makarov Olexandr
|
Modelling
|
|
Lysjev
Vyjcheslav
|
Modelling
|
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Modelling
|
|
Levterov Anton
|
Modelling
|
|
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
Principal
investigator
|
|
Buzhura ▇▇▇▇▇▇▇▇
|
Principal
investigator
|
|
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Technology
development
|
|
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
Principal
investigator
|
|
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Technology
development
|
|
German ▇▇▇▇▇▇▇▇
|
Technology
development
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
Technology
development
|
Section
3 Cooperation plan, progress, period, place, and mode
3.1
Party B shall organize a scientific research team to engage in the exploration
of electrochemical reactor material properties, for which Party A shall provide
technical direction.
According
to Plan Operation:
3.2
Party B shall organize and provide exploration of work regimes of serial ICE of
the “Tavria” car (For Implementation Phase I).
3.3
Party B shall provide development of small-dimension, low-pressure
electrolyser for the electrical conversion of energy into hydrogen; research on
combining the work electrolyser with the electrochemical reactor in order to
define the optimal regime for obtaining hydrogen Substantiation and choice of
the start accumulator battery; manufacture and set-up pf the control block for
the hydrogen storage system and its feeding ICE (For Implementation Phase
II).
3.4
Party B shall provide manufacture of an experimental Vehicle Borne Hydrogen
Generator for a car; manufacture of non-typical assemblies; purchase of serial
assemblies Assembly of the industrial-sized energy source for the car (For
Implementation Phase III).
3.5
Party B shall conduct development testing of the industrial-sized Vehicle Borne
Hydrogen Generator in the car; provision of a clean burn process for ICE (For
Implementation Phase IV).
3.6
Party B shall conduct Re-equipment of serial car to hydrogen fuel (For
Implementation Phase V).
3.7
Party B shall conduct In-car testing at the vehicle testing point and provide
Ecological expert examination of Vehicle Borne Hydrogen Generator car operation
(For Implementation Phase VI).
3.8
Party B may make use of its existing technology, equipment, and the data,
materials, and periodical research results provided by Party A relating to this
project to promote the development and research of this project.
3.9
Party A may make use of its existing technology, equipment, and the data,
materials, and periodical research results provided by Party B relating to this
project to promote the development and research of this project.
3.10 The
cooperation period of this project shall be thirty (30) month before expiry of
which Party B shall submit to Party A the research results sufficient to realize
the technical goal described in Section 2.1 hereof and relevant technical
documents and assist Party A’s technical personnel to grasp such
technology.
Section
4 Future Issues
4.1 If
any disagreements arise, the Parties will use best efforts to negotiate to
resolve all differences. The collaboration of Parties and their
researchers is paramount.
4.2 This
Agreement shall terminate with the expiration of the last to expire patent
developed under this Joint Project, provided such abandonment is by mutual
consent.
4.3 This
Agreement may be amended by mutual agreement of the Parties. Such
amendments shall not be binding unless they are in writing and signed by
authorized representatives of each Party
Section
5 Special agreement
5.1
If the occurrence of any technical difficulty that can not be overcome by means
of existing technology and conditions leads to the failure or partial failure of
the research and development during performance of this contract, Party A shall
have the right to inform Party B to stop relevant research.
5.2
The party making use of existing technology in the research and development of
this project shall ensure that the technology it provides does not infringe the
legitimate rights and interests of any third party; if any third party charges
one party or two parties hereof with infringement for execution of the
technology, the party providing such technology shall bear the liability for
damages.
Section
6 Confidentiality
6.1
Any party hereto shall maintain, with the same degree of care and the degree of
care no less than what is reasonably necessary, the confidentiality of any
information (including but not limited to the materials, technology and
periodical research results, etc. provided by the other party) relating to the
other party hereof and this project and such party gets in contact with, and
prevent unauthorized use, dissemination or publication of such confidential
information just as it maintains all its confidential information of similar
nature.
6.2
The recipient of above information shall not disclose or permit to be disclosed
any confidential information and shall bear liabilities for any breach of the
confidential stipulation herein or abuse of above information by any associated
party or employee of such recipient or any other person acquiring the
confidential information from such recipient.
6.3
The recipient of above information shall use such information only in this
project. Without the prior and explicit written consent from the party
disclosing above information, the recipient shall not use the said information
to seek gains for itself or any other party or permit such use.
Section
7 Ownership of intellectual property
7.1
The two parties hereto admit and acknowledge that all the technical results
arising out of performance of this agreement (including periodical technological
results) and relating intellectual property shall belong to Party
A.
7.2
The two parties hereto admit and acknowledge that any party shall have the right
to make subsequent improvements of the final technological results acquired from
the research and development of the project herein, of which any new
technological result characteristic of substantial or creative technological
improvement shall belong to Party A.
Section 8 Governing law and dispute resolution
8.1
The conclusion, performance, validity, interpretation, and dispute resolution
shall be governed by laws of the Ukraine.
Section
9 Supplement, amendment, and assignment
9.1
Any supplement or amendment hereto shall be made by both parties in written form
and the supplemental agreement shall be part hereof and have the same legal
effect.
9.2
No party hereto shall assign any of its rights or obligations under this
agreement to any third party.
Section
10 Taxes and expenses
10.1 The
parties hereto shall respectively bear the due taxes and expenses out of the
execution and performance of this agreement.
10.2 The
Party B recovers expenses for future interest in the company of Part A by means
of transfer of the scientific product as share in Party А that will is
stipulated by separate agreement on completion of the work.
Section
11 Income Distribution
11.1 For
Joint Ownership Intellectual Property the Parties agree to share equally all
income received from licensing and commercialization of the Intellectual
Property or any other technology that might result from the present and future
collaboration on the Joint Project. In the event gross royalties do
not cover the accrued legal costs expended by any Party with respect to jointly
developed Intellectual Property, no Party shall be held responsible for
reimbursing the other Party (Parties).
Section
12 Taking effect and miscellaneous
12.1 This
agreement shall take effect from the day of being executed and stamped by the
parties or their authorized agents.
12.2 If
any part of this agreement is invalid or becomes invalid due to laws,
regulations or governmental orders and the other parts herein remain valid, the
parties herein shall perform this agreement pursuant to the general principles
herein, the sections invalid or becoming invalid shall be substituted by valid
sections reflecting to the greatest extent the intention of the parties herein
at the time of signing this contract.
12.3 This
agreement shall be executed in Ukraine.
12.4 This
agreement shall consist of two originals of the same legal effect, with one for
each party respectively.
Party
A: Hydrogen Motors
Inc. Party
B: Institute for Mechanical
Engineering
Problems
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
President
and Chief Executive Officer
November
24, 2007