EXHIBIT 10(u)
Strategic Alliance
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Between
Startech Environmental Corp. (Startech), a Colorado Corporation with its
principal office at 00 Xxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000-0000 and
Hydro-Chem, a Division of the Pro-Quip Corporation, which is a subsidiary of
Xxxxx XX, is a company with its principal office at 000 Xxxxxxx Xxxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000.
Whereas, Startech has developed and commercialized a proprietary system and
process for the safe destruction, remediation, reduction and recycling of
various waste streams, including those characterized as hazardous and
non-hazardous waste, also including, but not limited to military munitions, and
radioactive waste, utilizing its Plasma Converter(TM) system; and
Whereas, the Startech Plasma Converter system converts the substances contained
in many of these waste streams into a rich synthesis gas called Plasma Converted
Gas(TM) (PCG(TM)) that can be used to create the fuel source called methanol;
and
Whereas, Hydro-Chem is an eminent alternative fuel equipment manufacturing
company having special experience, knowledge and expertise in providing modular
hydrogen, carbon monoxide, carbon dioxide and methanol plants worldwide; and
Whereas, both Parties hereto believe that it is in their mutual interest to work
together to gain contracts, the purpose of which is to incorporate Startech
products and equipment that will safely process and destroy various forms of
hazardous and non-hazardous material into facilities using Hydro-Chem's
proprietary methanol production process to achieve the goal of creating methanol
from Plasma Converted Gas.
Now Therefore, Startech and Hydro-Chem hereby agree to form a Strategic Alliance
to mutually seek opportunities that utilize Startech's and Hydro-Chem's
equipment, expertise, know-how and experience, and to secure contracts that
result from these opportunities, as follows:
1.0 Implementation
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1.01 Startech agrees to cooperate with and agrees to cooperate with Startech to
promote the securing of contracts utilizing the Plasma Converter systems and 's
methanol production process.
2.0 Period of Agreement
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2.01 This Strategic Alliance Agreement shall commence on June 30, 2001 and
extend for a period of three (3) years thereafter.
3.0 Activities of the Parties
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3.01 Startech agrees that it will:
i. Perform all activities necessary to identify clients and specific
projects that could potentially benefit from the combined capabilities of
Startech and Hydro-Chem. It is contemplated that preliminary proposals will be
presented to such identified clients outlining the merits of complete facilities
that could be provided by the joint efforts of Startech and Hydro-Chem.
ii. Assume the principle role in the preparation and presentation of all
proposals with appropriate support from Hydro-Chem to the extent that details of
such proposals require Hydro-Chem's capabilities for the reasonable preparation
thereof. It is expected that for those clients requesting services, the
following activities may be required by Startech:
1. Develop outline of a conceptual design basis for both Startech and
Hydro-Chem process requirements.
2. Upon award of a contract to Startech, Startech would support
Hydro-Chem's design team as reasonably necessary to ensure that Startech's
process can be properly integrated into the design of a Hydro-Chem methanol
facility.
3. Provide the operating manual for the completed facility incorporating
Hydro-Chem's operating manual for that part of the total facility that is
designed and furnished by Hydro-Chem.
4. Provide on-site coordination and inspection activities as necessary to
ensure that plants using Startech technology are installed properly and shall
participate with Hydro-Chem start-up personnel in the coordination of the final
testing and start-up of the completed facility.
5. Assume warranty responsibility associated with all technology and
equipment provided by Startech.
3.02 Hydro-Chem agrees that it will:
i. Upon identification of clients that are interested in using the joint
capabilities of Hydro-Chem and Startech, and which Hydro-Chem and Startech
mutually agree to pursue, Hydro-Chem will accompany Startech and participate in
those activities necessary to develop and sell the project.
ii. Support Startech with cost and schedule information and other details
about the project activities that would be performed by Hydro-Chem that are
reasonably essential to the sale of projects that use the combined capabilities
of Hydro-Chem and Startech.
iii. Upon award of a contract, Hydro-Chem will develop the initial project
execution plan incorporating those activities to be supplied by Startech and
including project budgets and schedules and perform the detailed engineering,
design, and procurement of those facilities to be provided by Hydro-Chem that
are consistent with this project plan.
iv. Assume warranty responsibility associated with all technology and
equipment provided by Hydro-Chem. Prepare the operating manual for that part of
the total facility that is designed and furnished by Hydro-Chem.
v. Participate with Startech start-up personnel in the final testing and
start-up of the completed facility.
3.03 Both Parties agree with each other:
i. Neither party will enter into a contract to provide a project using the
technology of both Hydro-Chem and Startech until that contract has been
specifically agreed upon by both Hydro-Chem and Startech.
ii. Both Parties shall participate jointly in the negotiation of contracts
involving the technologies of both Startech and Hydro-Chem. Neither Party shall
make any promises or representations, give any warranty or guarantee in respect
of the capabilities of the other Party which have not been authorized either
under the terms of this agreement, or if outside the terms of the agreement,
specifically authorized in writing regarding the inquiry of a potential client
or contract concerned.
iii. To the extent that a client is interested in receiving a proposal
using the combination of the Plasma Arc Destruction of Waste combined with the
Steam Reforming Process to produce hydrogen and methanol, the Parties agree that
for all projects pursued on a joint basis, the Parties will work exclusively
with each other to present this combination of technologies and to secure a
contract for the project. In such event, the decision to pursue a given project
on this basis will be mutually agreed upon by each Party recognizing that
significant resources can be necessary to properly pursue and win the award of
contracts of this type.
iv. Immediately notify the other Party of any observations or complaints
made by clients in respect of the performance of said Party but not without
prior written authority of that Party, either make admissions to customers on
the merits of or make any settlement of any claims arising out of such
observations or complaints. However either Party, without reference to the Party
whose performance is the subject of such an observation or complaint, can at its
own expense, if it deems it appropriate, rectify the cause of any complaint from
a client, that it is qualified to rectify. Under such circumstances, a report
and details of the rectification work carried out must be promptly transmitted
to the other Party.
v. Each Party shall conduct its business in accordance with the highest
business standards and not perform any act that will or may reflect adversely
upon the business integrity or goodwill of the other Party.
4.0 Secrecy
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4.01 The Parties to this Agreement agree to maintain strict confidentiality
regarding all confidential information and disclosures that come into their
possession regarding the other Party during the period of this agreement and for
five (5) years thereafter regardless of the reason for the conclusion of the
Agreement.
5.0 Intellectual Property Rights, Inventions and Patents
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5.01 Unless otherwise agreed, title and copyright of anything developed by
either party for a Contract resulting from this Agreement will remain with the
developing Party.. Under such circumstances, however, the developing Party
grants to the other Party an unrestricted free of charge license to use the
developed item for the purpose for which it was sold providing it is not in
competition with the developing Party.
5.02 If a joint innovative development involving both Parties is required under
a Contract, such development will be the subject of shared intellectual property
rights and joint patent application if and where appropriate. However, by mutual
consent one Party can "buy out" the other Party's intellectual property
rights/copyright.
6.0 Disputes
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6.01 All disputes, differences or questions arising out of this Agreement as to
the rights and liabilities of the parties hereto or as to the construction or
interpretation hereof shall be referred to the decision of a single arbitrator
under the American Arbitration Association's Rules. The appointment of the
arbitrator to be agreed between the parties or in default of agreement appointed
at the request of either Party by the then President for the time being of the
American Arbitration Association. Arbitration shall take place in English, in
New York City, unless mutually agreed otherwise.
7.0 Insurance and Indemnities
-----------------------------
7.01 Each Party shall carry all necessary insurance required by (a) the laws of
their country of operation and the United States and (b) the requirements of
each Contract.
7.02 Each Party shall indemnify and hold harmless/waive subrogation right
against the other Party relating to liens, claims or other charges on goods and
property, loss or damage to that Party's property, except where due to the
negligence of the other Party, arising out of actions in connection with this
Agreement or any Contract entered into as a result of it; loss or damage to any
deliverables under any Contract whilst such deliverables are in the custody of
that Party; death or injury to any employee of that Party or damage to the
property of the Party's employees.
7.03 Minimum insurance for any one event shall be in accordance with the terms
of each Proposal/Contract, entered into by the Parties in accordance with this
Agreement.
8.0 Relationship
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8.01 Nothing in this Agreement shall be deemed to constitute, create, give
effect, or to otherwise recognize a joint venture, partnership or formal
business entity of any kind, and the rights and obligations of the Parties shall
be limited to those expressly set forth herein.
8.02 Nothing herein shall be construed as providing for the sharing of profits
or losses arising out of efforts of either Party, except as may be provided for
in any resulting contract agreed to between the Parties. The cooperation of the
Parties is for the purpose of complementing their respective capabilities in
securing mutually beneficial contracts.
9.0 Entire Understanding
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9.01 This Agreement embodies the entire understanding between the Parties in
relation to marketing and selling their products and services as they relate to
the Plasma Converter Process and there are no promises, terms or conditions or
obligations oral or written expressed or implied other than those contained
herein.
9.02 For the avoidance of doubt, the contents of this Agreement does not apply
to any Contract between the Parties except where specifically referenced within
such Contract.
10.0 No Compensation
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10.01 It is hereby expressly agreed between the Parties hereto that, without
prejudice to any rights which shall have accrued to either Party, neither Party
shall be liable to compensate the other for termination in accordance with
Clause 11.0.
11.0 Termination
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11.01 In the event that this Agreement is allowed to terminate in accordance
with Clause 2.0 hereof, both Parties to this Agreement shall honor all
outstanding valid proposals and contractual obligations existing at the date of
termination.
12.0 Applicable Law
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12.01 The law of the State of Connecticut shall govern this Agreement and the
parties agree that any Connecticut Court of competent jurisdiction shall be a
proper venue for the bringing of any and all claims relative to this Agreement.
In witness whereof this Agreement has been entered into on the date and
year above first written.
Signed (for and on behalf of Startech)
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Xxxxxx X. Xxxxx, President Date
Signed (for and on behalf of)
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Xxxxxx Xxxxxx, President Date
