Exhibit 10.13
MEMORANDUM OF AGREEMENT
BETWEEN
TEXAS A&M UNIVERSITY
THE TEXAS AGRICULTURAL EXPERIMENT STATION
AND
SUREBEAM CORPORATION
/s/ Xxxxxx X. Xxxxx /s/ Xxx X. Xxxxx
-------------------------------------- --------------------------------
Xxxxxx X. Xxxxx, Director Xxx X. Xxxxx, President
Texas Agricultural Experiment Station Texas A&M University
/s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
President
Surebeam Corporation
1 DEFINITIONS ........................................................ 3
1.1 Agreement ................................................... 3
1.2 CONFIDENTIAL INFORMATION .................................... 3
1.3 Facilities .................................................. 4
1.4 Intellectual property rights ................................ 4
1.5 Person ...................................................... 4
1.6 SUREBEAM SYSTEM ............................................. 4
2 CONSTRUCTION OF BUILDING ........................................... 4
2.1 Construction ................................................ 4
2.2 A&M Standards ............................................... 4
2.3 Prior Approval .............................................. 4
2.4 Conveyance of Title ......................................... 5
2.5 Modifications and Costs ..................................... 5
2.6 Benefit to SUREBEAM ......................................... 5
3 UTILIZATION AND OWNERSHIP OF THE SUREBEAM SYSTEM ................... 5
3.1 Access to SUREBEAM SYSTEM ................................... 5
3.1.1 By A&M ............................................. 5
3.1.2 By SUREBEAM ........................................ 5
3.1.3 Prime Hours ........................................ 5
3.2 Economic Benefits ........................................... 5
3.3 Maintenance and Utilities ................................... 6
3.4 Management team ............................................. 6
3.5 Research and Development Programs ........................... 6
3.5.1 Services of Other A&M Employees .................... 6
3.5.2 Cost ............................................... 7
3.6 Research Data and Information ............................... 7
3.6.1 Access to A&M Information .......................... 7
3.6.2 Ownership of Intellectual Property ................. 7
3.6.3 Newly Created or Discovered Intellectual Property .. 7
3.6.4 Control and Publication ............................ 7
3.6.5 Research Sponsorship ............................... 8
3.6.6 Consortia and Groups ............................... 8
3.6.7 Identification ..................................... 8
4. ADDITIONAL EMPLOYEES ............................................... 8
4.1 Positions to be created ..................................... 8
4.2 Alternative funding sources ................................. 8
5 CONFIDENTIALITY OF INFORMATION ..................................... 9
5.1 Duty of Recipient ........................................... 9
5.2 Disclosure for Compliance ................................... 9
6 TERM AND TERMINATION ............................................... 9
6.1 Term ........................................................ 9
6.2 Termination for Breach or Non-Performance ................... 9
6.3 Mutual consent .............................................. 9
6.4 Schedule for removal of SUREBEAM SYSTEM ..................... 10
7 WARRANTIES AND LIABILITIES ......................................... 10
7.1 Limited warranty of SUREBEAM ................................ 10
7.2 Insurance ................................................... 10
7.3 No waiver of immunity ....................................... 10
7.4 Surviving provisions ........................................ 10
8 GENERAL PROVISIONS ................................................. 10
8.1 Records ..................................................... 10
8.2 Assignment .................................................. 11
8.3 Research funded by SUREBEAM ................................. 11
8.4 Entirety and Amendments ..................................... 11
8.5 Severability ................................................ 11
8.6 Force majeure ............................................... 11
8.7 Notices ..................................................... 11
8.7.1 For A&M ............................................ 11
8.7.2 For SUREBEAM ....................................... 11
8.8 Schedules ................................................... 11
8.9 Governing law ............................................... 12
8.10 Press Releases .............................................. 12
9 DISPUTE RESOLUTION PROCESS.......................................... 12
MEMORANDUM OF AGREEMENT
This Agreement is made and entered into between TEXAS A&M UNIVERSITY
and the TEXAS AGRICULTURAL EXPERIMENT STATION (collectively referred to as 'A&M'
in this Agreement) each of which is a component of The Texas A&M University
System; and SUREBEAM CORPORATION, (referred to herein as "SUREBEAM"), a
corporation organized under the laws of the state of Delaware and having a
principal place of business at 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx.
RECITALS
WHEREAS, SUREBEAM is engaged in the business of designing, manufacturing,
selling, installing, operating, and servicing product disinfestation,
pasteurization and sterilization equipment and systems, including electron beam
and x-ray equipment and systems; and,
WHEREAS, A&M and SUREBEAM desire to pursue an arrangement whereby the parties
will jointly operate and share access to certain of SUREBEAM's equipment which
will be placed at A&M's facilities in order to realize a broad spectrum of
benefits including research, development, educational, economic and other
benefit; and
WHEREAS, it is the intent of the parties that title to the equipment pass to A&M
at the end of the term of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and Agreements
contained herein, and the benefits to be derived by both parties, A&M and
SUREBEAM agree as follows:
1. DEFINITIONS. As used herein, these terms shall have the following
meanings unless the context clearly requires a different construction:
1.1 "AGREEMENT" shall mean this Memorandum of Agreement, including
any and all written attachments, exhibits, and amendments
thereto.
1.2 CONFIDENTIAL INFORMATION" Information which any party to this
Agreement discloses to any other party, provided that the
information concerns or arises out of this Agreement and is
made in a written document marked "Confidential." The
following classes of information are specifically excluded
from this definition of "CONFIDENTIAL INFORMATION".
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1.2.1 Information which is available to the public at the
time it is disclosed,
1.2.2 Information which becomes available to the public
without a breach of this Agreement,
1.2.3 Information which the recipient already possesses at
the time it is disclosed,
1.2.4 Information which is internally developed by the
recipient independently of and wholly without
knowledge of the CONFIDENTIAL INFORMATION, and,
1.2.5 Information which is lawfully disclosed to the
recipient by a third party which makes such
disclosure without a breach of any secrecy Agreement.
1.3 "FACILITIES" shall mean the University's facilities located at
000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxx.
1.4 "INTELLECTUAL PROPERTY RIGHTS" shall mean any and all
intellectual property rights relating to the SUREBEAM SYSTEM
including, without limitation, any patents, patent
applications, copyrights, trademarks, service marks, trade
secrets, and know-how.
1.5 "PERSON" shall mean any individual, entity, or governmental
entity.
1.6 "SUREBEAM SYSTEM" shall mean, collectively, two (2) of
SUREBEAM's patented electron beam systems, and one (1) X-ray
system.
2. CONSTRUCTION OF SYSTEM SHIELD/FACILITIES LEASE
2.1 Facilities Lease. Shortly after execution by both parties of
this Agreement, and in consideration for a total one-time fee
of $1.00, the parties will enter into a Facilities lease (the
"Lease"). Under the terms of the Lease, A&M will provide
SUREBEAM with sufficient space at the Facilities to
accommodate the placement and operation of a System for a
period of ten (10) years.
2.2 Construction. SUREBEAM agrees to construct a system shield and
any necessary connecting structures for the purpose of housing
the SUREBEAM SYSTEM, to be located adjacent to A&M's
Facilities. A general description of the system shield and
appurtenances is attached hereto as Exhibit
2.3 A&M Standards. SUREBEAM agrees that the construction operation
and all activities of its contractor(s) and subcontractor(s)
will be strictly in accordance with A&M policies, rules, and
regulations concerning construction in the Research Park
and/or on its property in general.
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2.4 Prior Approval. A&M will review and approve in advance the
plans for the system shield, and will not unreasonably
withhold such approval. A&M will provide assistance as needed
to allow SUREBEAM to successfully complete construction of the
system shield.
2.5 Conveyance of Title. Upon completion of the system shield,
SUREBEAM will convey full and unconditional title to the
system shield and any connecting structures to A&M. This
conveyance will not convey title to the SUREBEAM SYSTEM.
Transfer of ownership of the SUREBEAM SYSTEM shall be governed
by other provisions of this Agreement.
2.6 Modifications and Costs. Any modifications to the system
shield made after conveyance of title to the system shield
will be at SUREBEAM's expense unless the parties agree
otherwise in writing.
2.7 Benefit to SUREBEAM. SUREBEAM acknowledges and agrees that the
commitment by A&M to permit construction of the system shield
and use of its other facilities represent a significant
economic benefit to SUREBEAM.
3. UTILIZATION AND OWNERSHIP OF THE SUREBEAM SYSTEM
3.1 Access to SUREBEAM SYSTEM. During the term of this Agreement,
access to the SUREBEAM SYSTEM will be permitted in accordance
with the following:
3.1.1 By A&M: A&M will have exclusive access to the
SUREBEAM SYSTEM for up to fourteen (14) hours per
day, seven (7) days a week.
3.1.2 By SUREBEAM: SUREBEAM will have exclusive access to
the SUREBEAM SYSTEM for no less than ten (10)
per day, seven (7) days a week. Notwithstanding the
foregoing, the maximum amount of time SUREBEAM may
have exclusive access may not exceed a maximum of
twenty-five percent (25%) of the total
SUREBEAM SYSTEM capacity as determined on a calendar
week basis. Total SUREBEAM SYSTEM capacity will be
determined based upon a mutually agreed upon
calculation taking into account typical product,
system design, system down time and operating history
of other SUREBEAM SYSTEM installations.
3.1.3 Prime Hours. Access by either party during the
"prime" hours of 8:00 a.m. through 5:00 p.m., local
time, will be allocated equally
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between the parties based upon their respective
organizational schedules.
3.2 Economic Benefits. Use of the SUREBEAM SYSTEM by either party
will include but not be limited to research, development and
test-market related processes. SUREBEAM will be entitled to
receive any and all economic benefits resulting from its usage
of the SUREBEAM SYSTEM during the term of this Agreement.
SUREBEAM will be allowed to brings its customers and potential
customers to the Facilities. SUREBEAM will, after recouping
its expenses directly attributable to installation and
operation of the SUREBEAM SYSTEM, an annual unrestricted gift
to the Institute of Food Science and Engineering of
ten percent (10%) of the net income realized by SUREBEAM's use
of the SUREBEAM SYSTEM at the Facility during its exclusive
operating time, as described herein.
3.3 Maintenance and Utilities. During the term of this Agreement,
SUREBEAM will, at its own expense, maintain and upgrade the
SUREBEAM SYSTEM for usage by both SUREBEAM and A&M. In
addition, SUREBEAM will pay utility costs incurred during its
exclusive use of the SUREBEAM SYSTEM. A&M will maintain the
Facilities at no cost to SUREBEAM, and shall pay for utility
costs incurred during its use of the SUREBEAM SYSTEM. Utility
costs incurred during joint use of the SUREBEAM SYSTEM by both
A&M and SUREBEAM will be borne one-half by each party.
3.4 Management team. A&M and SUREBEAM will establish a management
team of no less than five (5) persons to assist in the
administration of this Agreement and related activities. The
Director of Food Science & Engineering shall be a member of
the management team. A&M and SUREBEAM will each select at
least two individuals to serve on the team. Any change in
membership will be communicated to the other party in writing.
At least one team member from each party will be designated as
the point of contact for matters related to this Agreement.
3.5 Research and Development Programs.
3.5.1 Services of A&M Employees. A&M will use its best
efforts to accommodate SUREBEAM's requests for A&M
employees, including faculty members, to consult or
provide other services to SUREBEAM during the term of
this Agreement. Such services shall be provided in
accordance with all applicable A&M policies, rules,
and regulations, and the employees shall remain A&M
employees for all purposes while performing such
services. A&M will provide SUREBEAM with monthly
invoices showing the cost of salaries, wages,
benefits and other expenses of employing such
persons,
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and SUREBEAM agrees that it will pay such invoices in
full within thirty (30) days of receipt. It is
understood that no A&M employee will be required to
perform services for SUREBEAM or any other party
under this Agreement, and that any A&M employee whose
services are requested by SUREBEAM retains the
ability to decline such a request without being
subject to any penalty or adverse action by A&M.
3.5.2 Cost. SUREBEAM will reimburse A&M the cost of any
employee's salary and benefits for hours spent
working on SUREBEAM's behalf. No payment shall be
made by SUREBEAM directly to any A&M employee without
prior approval of A&M in accordance with applicable
rules, regulations, and policies.
3.6 Research Data and Information.
3.6.1 Access to A&M Information. SUREBEAM will have access
to research data and information produced as a result
of A&M's use of the SUREBEAM SYSTEM during the term
of this Agreement. Such access will be granted
consistent with the requirements of any applicable
Agreement between A&M and any third party. A&M
retains the right to enter into third party
Agreements which may limit or prevent SUREBEAM from
having access to information and data produced under
such Agreements.
3.6.2 Ownership of Intellectual Property. Any Intellectual
Property owned or claimed by SUREBEAM prior to the
effective date of this Agreement shall remain its
property. Nothing in this Agreement shall be
construed as a transfer or license of any
Intellectual Property rights to any entity or person.
3.6.3 Newly Created or Discovered Intellectual Property.
Subject to section 3.6.2, ownership rights to any new
inventions created or developed under SUREBEAM
sponsorship during the term of this Agreement by
either party shall be shared equally between A&M and
SUREBEAM. Upon mutual agreement to obtain patent
protection for any such information, the parties will
share equally the costs of any patent applications,
registration or maintenance fees, including attorneys
fees and costs, that may be incurred in order to
obtain patent protection. In the event that either
party shall elect in writing not to participate in
obtaining patent protection for such information,
such party will, upon request, convey, license, or
otherwise make available as it deems best, its
interest in the intellectual property to the other
party.
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3.6.4 Control and Publication. A&M shall retain ownership
and control over all rights in data generated during
its exclusive use of the SUREBEAM SYSTEM, including
rights of publication. Such data may include, but
shall not be limited to, information in the following
areas:
- Consumer testing panels
- Ion beam research
- Food and medical product applications
testing
- Accelerator design research
- Other research or activities as may be
agreed by A&M and SUREBEAM.
3.6.5 Research Sponsorship. A&M intends to seek sponsorship
for research utilizing the SUREBEAM SYSTEM to be
funded by public and private entities. Such research
will include, but not be limited to, the areas of
food safety, packaging material interactions,
interactions with classes of food, additives, beam
delivery and dosimetry techniques, consumer research
and applicability to additional classes of products.
Prior to entering into any Agreement for funding or
sponsorship with any entity that is engaged in the
manufacture or sales of equipment or the provision of
services that are substantially similar to the
SUREBEAM SYSTEM or services, A&M will seek written
approval of SUREBEAM.
3.6.6 Consortia and Groups. A&M may also seek the formation
of one or more consortia of interested parties to
assist in obtaining funding for general research in
the fields listed in 3.6.3, as well other fields, and
may seek the formation of a national center
designation for a program and facility combination.
SUREBEAM acknowledges that such activities are
consistent with the intent and purposes of this
Agreement.
3.6.7 Identification. Any designation of the Facilities
and/or A&M as a Center, National Laboratory, or other
specialized name shall make no reference to SUREBEAM
unless the parties agree otherwise in writing.
4. ADDITIONAL EMPLOYEES
4.1 Positions to be created. SUREBEAM will provide to A&M annually
research grant funding, in an amount mutually agreed to by
SUREBEAM and A&M, to be used to fund salaries and benefits for
three (3) employment positions to be created by A&M at the
Institute of Food
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Science & Engineering. The positions shall include a facility
manager, maintenance technician, and a quality assurance
specialist. The duties of these positions shall be devoted to
operation and maintenance of the SUREBEAM SYSTEM and related
equipment and facilities. The positions shall be full-time and
the persons employed shall be employees of one or more
components of The Texas A&M University System. SUREBEAM will
be consulted prior to hiring any individuals for any of the
positions.
4.2 Alternative funding sources. A&M remains free to use other
sources of funds for the purpose of paying salaries and
benefits for any or all of the positions described in 4.1,
above.
5. CONFIDENTIALITY OF INFORMATION
5.1 Duty of Recipient. The recipient of CONFIDENTIAL INFORMATION
shall hold all CONFIDENTIAL INFORMATION in confidence and
shall not disclose it nor permit it to be disclosed to any
other party without the written consent of the owner.
5.2 Disclosure for Compliance. It is understood and agreed that
the recipient of any CONFIDENTIAL INFORMATION shall not be
precluded from disclosing such CONFIDENTIAL INFORMATION if
such disclosure is made in response to a valid order of a
court or other governmental body of the United States, the
State of Texas, or any political subdivision or an opinion of
the Attorney General of the State of Texas; provided, however,
that the recipient first shall have given notice to the
disclosing party sufficient to allow the other party to seek
protection from such order. Furthermore, it is understood and
agreed that nothing in this Agreement shall prevent either
party from disclosing information to the United States, the
State of Texas or any State or foreign government, or to any
agency or representative thereof, which is required to be
disclosed by law or regulation or to satisfy any governmental
regulation relating to the use of the SUREBEAM SYSTEM.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the effective date
hereof, and shall continue for a period of ten (10) years
until terminated pursuant to this Agreement or by law. As an
agency of the State of Texas, A&M may not legally commit to
expend funds for any fiscal year beyond the current biennium
(September 1, 1999 through August 31, 2001.) In the event that
funds are not appropriated by the Legislature or other sources
in sufficient sums so as to allow A&M to fulfill its
obligations under this Agreement,
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this Agreement shall terminate as of August 31 of the year
immediately preceding such fiscal year.
6.2 Termination for Breach or Non-Performance. In the event of a
material breach of this Agreement, including non-performance
of a duty arising hereunder, the non-breaching party shall
provide the other with written notice of such breach. The
party alleged to have breached this Agreement shall have 60
days from the receipt of the notice to cure the breach. If the
breach is not cured within that time, the non-breaching party
may terminate this Agreement by giving written notice of its
election to do so. A breach by either party of Article 5 may
result in immediate termination by the non-breaching party
upon written notice to the other.
6.3 Mutual consent. This Agreement may be terminated at any time
by the mutual written consent of both parties.
6.4 Schedule for removal of SUREBEAM SYSTEM. Upon termination of
this Agreement for any reason, SUREBEAM will request in
writing a schedule of times and dates to allow removal of the
SUREBEAM SYSTEM from the facilities. A&M agrees to work with
SUREBEAM to establish such schedule in a timely manner, and to
facilitate such removal as far as reasonably possible. All
costs associated with the removal of the SUREBEAM SYSTEM will
be the sole responsibility of SUREBEAM.
7. WARRANTIES AND LIABILITIES
7.1 Limited warranty of SUREBEAM. SUREBEAM warrants that it has
the right to enter into this Agreement and fully perform its
obligations hereunder. The parties understand and agree that
SUREBEAM is providing the SUREBEAM SYSTEM on an "as is" basis.
Except as otherwise expressly provided in this Agreement, and
ONLY TO THE EXTENT PERMITTED BY THE LAWS AND THE CONSTITUTION
OF THE STATE OF TEXAS, SUREBEAM makes no warranties of any
kind, express or implied, with respect to the SYSTEM or any
CONFIDENTIAL INFORMATION that may be disclosed, and expressly
disclaims any and all implied warranties, including the
warranties of merchantability and fitness for a particular
purpose and non-infringement.
7.2 The parties agree that SUREBEAM will be only be liable for
damages of any kind to the extent that such damages result
directly from the acts or omissions of SUREBEAM employees,
representatives or agents.
7.3 Insurance. SUREBEAM agrees that it will procure a policy of
insurance covering the SUREBEAM SYSTEM against damage or loss,
and a policy
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of liability insurance for personal injury, death, or property
damage which may be caused by the SUREBEAM SYSTEM, and to name
A&M as an additional insured on such policies.
7.4 No waiver of immunity. As an agency of the State of Texas, A&M
may not waive its immunity from suit or liability in contract,
and such immunities are expressly reserved to A&M under this
Agreement.
7.5 Surviving provisions. The rights and obligations of the
parties with respect to provisions which by their nature
extend beyond the term of this Agreement will survive
termination of this Agreement.
8. GENERAL PROVISIONS
8.1 Records. The parties agree to keep books and records which
accurately reflect the activities covered by this Agreement.
Such information will be maintained during the term of this
Agreement and for a period of no less than four (4) years from
the date of its termination. The records will be open to
inspection by either party upon reasonable notice. Either
party may audit such records, and shall bear its own costs
incurred in performing said audit.
8.2 Assignment. SUREBEAM may not assign this Agreement to any
party without the prior written consent of A&M, which shall
not be unreasonably delayed or withheld.
8.3 Research funded by SUREBEAM. Separate research Agreements will
be negotiated between SUREBEAM and A&M for each research
project to be funded by SUREBEAM and such Agreements shall be
governed by their own terms and in accordance with established
A&M policies.
8.4 Entirety and Amendments. This Agreement, including any
attachments, exhibits, or amendment, represents the entire
understanding between the parties with respect to the subject
matter hereof. No part of this Agreement may be amended,
modified, revoked, or waived except by a writing signed by
both parties.
8.5 Severability. In the event that any term, covenant, condition,
provision, or Agreement contained herein is held to be
invalid, void, or otherwise unenforceable, the fact that such
term, covenant, condition, provision or Agreement is invalid,
void, or otherwise unenforceable shall in no way affect the
validity or enforceability of any other term, covenant,
condition, provision, or Agreement contained herein.
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8.6 Force majeure. Each party shall be excused from any breach of
this Agreement that is proximately caused by government
regulation, war, strike, act of God, or other similar
circumstances normally deemed outside the control of
well-managed businesses.
8.7 Notices. All notices and other communications given or made
pursuant to this Agreement shall be in writing and shall be
deemed to have been duly given or made as of the date
delivered, mailed, or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested) to
the parties at the following addresses (or at such other
address for a party as shall be specified by like change of
address):
For A&M
Agriculture Program Contracts and Grants
TAMUS 2147
Texas A&M University
Xxxxxxx Xxxxxxx, XX 00000-0000
For SUREBEAM:
Surebeam Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000
Att: President
8.8 Schedules. SUREBEAM acknowledges that A&M operates on a
holiday schedule set on an annual basis by its governing
board, and that on such holidays its offices, classrooms, and
laboratories, including the facilities covered by this
Agreement, are officially closed. A&M will provide SUREBEAM
with a listing of all official holidays during each year of
this Agreement. The parties may agree in writing to any
modification of operating days and hours as necessary to
permit both to operate in an efficient manner.
8.9 Governing law. In accordance with the requirements of law,
this Agreement shall be governed and construed in accordance
with the laws of the State of Texas. Venue for any action
herein shall lie in Brazos County, Texas.
8.10 Press Releases. Neither party shall issue a press release
concerning this Agreement or the work performed hereunder
without the prior written consent of the other party, which
consent will not be unreasonably withheld; provided, however,
the parties agree that SUREBEAM and A&M
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will do a press release concerning this Agreement upon its
execution by both parties.
9. DISPUTE RESOLUTION PROCESS. The dispute resolution process provided for
in Chapter 2260 of the Government Code shall be used, as further
described herein, by A&M and SUREBEAM to attempt to resolve any claim
for breach of contract made by SUREBEAM.
9.1 SUREBEAM's claim for breach of this contract that the parties
cannot resolve in the ordinary course of business shall be
submitted to the negotiation process provided in Chapter 2260,
subchapter B, of the Government Code. To initiate the process,
SUREBEAM shall submit written notice, as required by
subchapter B, to XX. XXXXXX X. XXXXXX, DIRECTOR. Said notice
shall specifically state that the provisions of Chapter 2260,
subchapter B, are being invoked. A copy of the notice shall
also be given to all other representatives of A&M and SUREBEAM
otherwise entitled to notice under this Agreement. Compliance
by SUREBEAM with subchapter B is a condition precedent to the
filing of a contested case proceeding under Chapter 2260,
subchapter C, of the Government Code.
9.2 The contested case process provided in Chapter 2260,
subchapter C, of the Government Code is SUREBEAM's sole and
exclusive process for seeking a remedy for any and all alleged
breaches of contract by A&M if the parties are unable to
resolve their disputes under subparagraph (A) of this
paragraph.
9.3 Compliance with the contested case process provided in
subchapter C is a condition precedent to seeking consent to
xxx from the Legislature under Chapter 107 of the Civil
Practices and Remedies Code. Neither the execution of this
Agreement by A&M nor any other conduct of any representative
of A&M relating to the Agreement shall be considered a waiver
of sovereign immunity to suit.
9.4 The submission, processing and resolution of the SUREBEAM's
claim is governed by the published rules adopted by the
Attorney General of the State of Texas, pursuant to Chapter
2260, as currently effective, hereafter enacted or
subsequently amended. These rules are found at Chapter 68,
Texas Administrative Code.
9.5 Neither the occurrence of an event nor the pendency of a claim
constitutes grounds for the suspension of performance by the
SUREBEAM, in whole or in part.
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9.6 The designated individual responsible on behalf of A&M for
examining any claim or counterclaim and conducting any
negotiations related thereto as required under Sections
2260.052, Texas Government Code, shall be XXXXX X. XXXXXXXX,
ASSOCIATE AGENCY DIRECTOR.
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