EXHIBIT 10.15
CONNECTICUT INNOVATIONS, INC.
FEDERAL TECHNOLOGY PARTNERSHIP ASSISTANCE AGREEMENT
This FEDERAL TECHNOLOGY PARTNERSHIP ASSISTANCE AGREEMENT (the "Agreement")
is made this 31st day of July, 1995, by and between MARINE MANAGEMENT SYSTEMS,
INC., an Ohio corporation with an office and principal place of business located
at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx (the "Applicant"), and CONNECTICUT
INNOVATIONS, INCORPORATED, a specially-chartered Connecticut corporation with an
office located at 00 Xxxx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxxx ("CII").
WITNESSETH:
WHEREAS, pursuant to Special Act 93-2 (the "Act") CII has established a
Federal Research Leverage Grant Program to assist both universities and
industries to provide a match to obtain Federal research funds in order to
encourage technology-driven economic development and manufacturing modernization
initiatives in the State of Connecticut (the "State");
WHEREAS, CII has established an "FTP Assistance Program Account" for the
purpose of providing financial assistance pursuant to the Act;
WHEREAS, the Applicant is currently undertaking a project which involves
research, development, and commercialization activities in connection with
producing an integrated shipboard information technology (ISIT) platform (the
"Project") and has been selected to receive federal funding from ARPA/MARITECH
for the Project pursuant to the collaborative project entitled "An Integrated
Information Technology (ISIT) Platform" (the "Federal Grant");
WHEREAS, CII is desirous of increasing the rate of technological
innovation, knowledge and technology transfer and product and process
development in the State and wishes to assist the Applicant in facilitating
development and commercialization of the Project, and further desires to provide
incentives to the Applicant so that the Applicant will maintain its principal
operations in the State and expand employment opportunity and attract new jobs
to the State, and has therefore agreed to provide funding upon the terms and
conditions-set forth in this Agreement;
WHEREAS, the Applicant has submitted and CII has approved an application
for financial assistance from CII pursuant to the Act for the purpose of
conducting research, development, and commercialization activities in connection
with producing an integrated shipboard information technology (ISIT) platform
(such portion of the Project which is funded by CII is hereinafter referred to
as the "FTP Project") and the approved application is attached hereto as
Schedule A and made a part hereof (the "Application"); and
WHEREAS, CII has approved the Application, including the FTP "Project
Proposal and Budget" included therein, all of which are incorporated by
reference in this Agreement as if fully set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the parties hereby agree as follows:
1. Amount of Grant. Subject to all of the terms and conditions set forth
in this Agreement, CII shall provide funding to the Applicant in the aggregate
amount of Four Hundred and Eighty-Seven Thousand Four Hundred and Thirty-Three
Dollars ($487,433.00) (the "Grant"). The Grant shall be advanced by CII to
Applicant in two installments as follows:
(A) CII will advance the first installment of Grant funds in the
amount of Two Hundred and Forty Thousand Thirty-Three Dollars
($240,033.00) to Applicant upon satisfaction of the conditions to funding
in Paragraph 3 of this Agreement; and
(B) provided no Event of Default nor any event which with the
passage of time or giving of notice, or both, might become an Event of
Default shall have occurred hereunder and further provided that Applicant
shall have delivered to CII and CII shall have accepted (i) the Critical
Milestones Report referred to in Section 5 of this Agreement and, (ii) a
Balance Sheet and Income Statement current through the most recently ended
fiscal quarter, CII will advance the remaining installment of Grant funds
in the amount of Two Hundred and Forty-Seven Thousand Four Hundred Dollars
($247,400.00) within forty-five (45) days following the acceptance of such
report by CII.
Any amount in excess of the Grant which may be necessary to cover the
Project costs set forth in the Project Proposal and Budget shall be the
responsibility of Applicant.
2. Term. The term of the Grant shall commence on July 1, 1995 and end on
December 31, 1996 (the "Term"). CII shall not advance any further Grant funds to
Applicant following the date which is Eighteen (18) Months following the date of
commencement of this Agreement (the "Grant Disbursement Period").
3. Conditions to Funding. Contemporaneously with the execution
and delivery of this Agreement and as a condition precedent to funding by
CII, the Applicant shall execute and/or deliver to CII:
(A) if Applicant employs 25 or more full-time employees as of the date of
Applicant's Application and has requested a Grant in excess of $250,000.00
(hereinafter referred to as a "Threshold Project"), a joint statement (the
"Joint Statement") executed by Applicant and CII substantially in the form of
Schedule B attached hereto, (a) identifying (i) the number of jobs to be
retained by the FTP Project, (ii) the number of jobs to be created by the FTP
Project, (iii) the wage and benefit levels of any jobs to be retained or created
by the FTP Project (iv) any other CII public policy objectives which the FTP
Project will serve and (v) the extent to which the FTP Project will further such
public policy objectives, and (b) acknowledging that the assistance for the FTP
Project is being provided by CII because of the expectation that the FTP Project
will further such objectives. The Joint Statement shall be delivered by
- 2 -
CII to the chief elected official of the municipality in which the Project is
located and to any employee representative of Applicant;
(B) a certificate containing current employee count of the Applicant
designating all employees of the Applicant and their respective positions, which
count shall include a listing of all categories of employees and the respective
wage rates and benefit rates for each category of employee and which count shall
be certified as true and accurate in all respects by the Chief Executive Officer
of the Applicant;
(C) a Balance Sheet and Income Statement of the Applicant dated within 120
days prior to the date hereof or the most recently ended fiscal year, which
Balance Sheet and Income Statement shall be prepared in accordance with
Generally Accepted Accounting Principles consistently applied and shall be
certified to the satisfaction of CII in its sole and absolute discretion;
(D) if applicable, a Certificate of Good Standing (and evidence of
corporate or partnership qualification in Connecticut) of the Applicant;
(E) a copy of the Applicant's Corporate Resolution or partnership consent
authorizing this transaction, as applicable;
(F) letters from the State of Connecticut Department of Revenue Services
which evidence that the Applicant is not in default in payment of sales and use
taxes or corporation business taxes to the State; and
(G) (i) a letter, signed by the Applicant and the principal investigator
for the Project (the "P.I."), confirming that the P.I. is employed by the
Applicant and will devote to the Project at least the amount of time required
under Section 9(G) hereof, and (ii) fully executed copies of the non-competition
and proprietary information agreements entered into between the Applicant and
the P.I.
In addition, as soon as is practicable and as a condition precedent to
funding by CII, the Applicant shall deliver a fully executed copy of the
contract or agreement evidencing an award of Federal Grant funding.
This Agreement and the foregoing documents are hereinafter collectively
referred to as the "Funding Documents". Said Balance Sheet and said Income
Statement are collectively hereinafter referred to as the "Initial Financial
Statements".
4. Project Proposal and Budget. The Project Proposal and Budget attached
hereto as Schedule A shall constitute the final Project Proposal and Budget for
the entire FTP Project. Except for the reallocation referred to in Section 9(c)
of this Agreement the Project Proposal and Budget may not be amended without the
prior written consent of CII in its sole and absolute discretion. Approval by
CII of any such amendment shall not constitute or imply a revision of the amount
of the Grant specified in Section 1 hereof.
- 3 -
5. Critical Milestones. Attached hereto as Schedule C and made a part
hereof is a complete and final list of the significant research, development and
commercialization milestones to be reached by Applicant during the course of the
Project, together with a timetable for the attainment of such milestones (the
"Critical Milestones"). The Critical Milestones may not be revised or amended
without the prior written consent of CII. Within 15 days following the
achievement of the Critical Milestones, the Applicant shall submit to CII (i) a
detailed written report in which the Applicant will provide evidence that it has
achieved the Critical Milestones (the "Critical Milestones Report") and (ii) a
status report with respect to Applicant's actual revenues and expenditures in
connection with the FTP Project for such period and comparison with Applicant's
Project Proposal and Budget and projections for such period. The date on which
the Critical Milestones Report (or any amendment thereto) is delivered to CII
shall be referred to herein as the "CMR Notice Date". CII shall, within
forty-five (45) days following the CMR Notice Date, notify the Applicant if it
accepts or rejects the Critical Milestones Report.
6. Information and Reporting Requirements. The Applicant shall submit to
CII:
(A) annually, within 120 days following the end of each fiscal year of the
Applicant, a Balance Sheet and Income Statement and a current employee count
containing the information described in Section 3 (B) hereof, which Balance
Sheet and Income Statement shall be certified to the satisfaction of CII, in its
sole and absolute discretion (Said Income Statements and Balance Sheets are
hereinafter referred to as the "Financial Statements"). Such Financial
Statements shall also reveal the source of all public and private funds invested
in the Project subsequent to CII's acceptance of the Applicant's Application.
(B) Applicant shall provide semi-annually an employee count containing the
information described in Section 3(B) of this Agreement throughout the Term of
this Agreement;
(C) within fifteen (15) days following the end of the Grant Disbursement
Period, a detailed written progress report with respect to the FTP Project,
which progress report shall describe (i) Applicant's progress to the date of
such report with respect to the attainment of Critical Milestones and (ii) an
evaluation of the effectiveness of the FTP Project, including without
limitation, the continued potential for commercialization and actual
commercialization achieved to such date and (iii) a status report with respect
to Applicant's actual revenues and expenditures in connection with the FTP
Project for such period and comparison with Applicant's Project Proposal and
Budget and projections for such period;
(D) if the FTP Project is a Threshold Project, with the Critical Milestones
Report described in Section 5 and within fifteen (15) days following the end of
the Grant Disbursement Period, a detailed report which describes the Applicant's
progress toward meeting the objectives described in the Joint Statement;
(E) copies of all notices and correspondence to or from Applicant with
respect to the Federal Grant; and
- 4 -
(F) such additional financial and other information as CII may, at its sole
and absolute discretion, request.
7. Failure to Maintain Connecticut Presence/Relocation. In the event that
(i) at any time during the Term Applicant shall fail to maintain its principal
place of business and a numerical majority of the sum of its employees and its
major business operations and manufacturing facilities in the State (a
"Connecticut Presence"), or (ii) Applicant shall relocate outside of the State
at any time during the Term, Applicant shall be required to immediately pay to
CII two hundred (200%) percent of the Grant funds received by Applicant.
8. Change in Ownership. In the event that Applicant or any partner or
material participant in or with Applicant shall undergo a Change of Ownership
after the date hereto Applicant will immediately deliver written notice of such
Change of Ownership to CII. CII shall not be obligated to advance any further
Grant funds to Applicant following a Change in Ownership. For purposes of this
Paragraph, a Change of Ownership shall occur if any person other than the
current stockholders of the Applicant and their families, trusts for the benefit
of such current stockholders and entities owned by such current stockholders,
(i) is or becomes the owner of more than 50% of the capital stock of the
Applicant, or (ii) acquires more than 50% of the capital stock of the Applicant,
or (iii) acquires more than 50% of the Assets of the Applicant; provided,
however, that an underwritten public offering of the Applicant's capital stock
in which no single purchaser acquires 25% or more of the issuance shall not
constitute a Change in Ownership.
9. Covenants of Applicant. The Applicant covenants and agrees that
throughout the Term of the Project it shall:
(A) furnish, upon request by CII, such income statements, balance sheets,
employment records and such further financial and other information respecting
the Applicant, in the form maintained by the Applicant, as CII may, in its
discretion, reasonably require from time to time, including, without limitation
the Financial Statements and other reports referred to in Paragraph 6 hereof.
CII shall, from time to time, in its discretion, and upon 24 hours notice to the
Applicant, have the privilege of making inspections during business hours of the
Applicant's facilities and the books and records of the Applicant and to make
excerpts therefrom and the Applicant shall assist CII in making said
inspections;
(B) notify CII promptly of any material adverse change in the financial
condition or affairs of the Applicant;
(C) use the Grant funds solely and exclusively for the research and
development, marketing and marketing-related expenses described in Schedule A
attached hereto. The Grant funds may be used to pay expenses set forth on
Schedule A only within the Grant Disbursement Period and only up to the amount
set forth with respect to each line item set forth therein, except that
Applicant may reallocate amounts among different line items provided the
cumulative amount of such reallocations does not exceed ten (10%) percent of the
Grant. Any reallocation in excess of ten (10%) percent limitation shall require
the prior written consent of CII. The Applicant will promptly reimburse CII for
Grant funds not expended within the Grant
- 5 -
Disbursement Period and (subject to the reallocation allowance) for expenditure
of Grant funds which exceeds the amount budgeted for a particular line item set
forth in Schedule A;
(D) comply with all applicable laws, ordinances, rules and regulations of
all federal, state and local governmental authorities having jurisdiction over
the Applicant and/or its business including without limitation all those
relating to environmental matters;
(E) maintain a Connecticut Presence as described in Section 70);
(F) offer employment at the new location to its employees from the original
location (if such employment is available) in the event that Applicant relocates
within the State during the Term;
(G) during the Grant Disbursement Period, cause the P.I. to devote at least
one-fifth (1/5) of a full-time 40-hour work week to the FTP Project. During the
Grant Disbursement Period, Applicant shall obtain the written consent of CII
prior to permitting any permanent change in P.I. or any temporary change which
may result in the existing P.I. not performing his or her duties in accordance
with the terms of this Agreement for a period of three (3) months during any
calendar year. Applicant further agrees to notify CII in writing in the event
that the P.I. is required, during the Grant Disbursement Period, to devote
substantially more or less time and/or effort to the FTP Project than
contemplated by Applicant's Project Plan and Budget;
(H) ensure that the aggregate amount of all funds for the Project which are
not provided by the Federal Grant program, by other parties, or by CII hereunder
(the "Applicant Matching Funds") shall be equal to or greater than $548,379.00
provided, however, that the Applicant Matching Funds may be in the form of cash
in an amount equal to or greater than $531,504.00 and in the form of contributed
services or assets at least valued at $16,875.00;
(I) comply with all of the terms and conditions of the Federal Grant; and
(J) use all Federal Grant funds, all Grant funds and all Applicant Matching
Funds solely and exclusively for the Project in accordance with the Application
and the Project Plan and Budget.
10. Negative Covenants. Applicant hereby agrees that it shall not:
(A) except for the Grant funds, utilize other funding provided by CII or
the State or any of its agencies, instrumentalities or political subdivisions as
Applicant's match of the required non-Federal Grant funds;
(B) permit any change in senior personnel (other than resignations by
employees or terminations of employees who are replaced within a reasonable time
by replacement senior personnel) employed in connection with the Project without
the prior written consent of CII;
- 6 -
(C) use any of the Grant funds for overhead expenses incurred in connection
with the Project (except for the one (1.0%) percent administrative and oversight
fee to be paid to CII pursuant to Paragraph 15 of this Agreement);
(D) use the Grant funds exclusively for capital expenditures related to the
Project;
(E) permit any change in any partner or material participant in or with
Applicant in the Project without the prior written consent of CII (it being
understood that, if a partner or material participant withdraws from the
Project, its replacement will be subject to the approval of CII);
(F) fail to maintain a Connecticut Presence as described in Paragraph 7 or
relocate outside of the State at any time during the Term.
11. Representations and Warranties of the Applicant: The Applicant
represents, warrants and agrees that:
(A) the Applicant and its officers have the full right, power and authority
to enter into and perform all of the provisions of this Agreement and all other
instruments and documents executed or delivered in connection herewith
(collectively, the "Documents") and to incur the obligations contained herein
and that all action on the part of Applicant, its directors and shareholders,
members and/or partners necessary for the authorization, execution, delivery and
performance by the Applicant of this Agreement and all other Documents and for
the consummation of the transactions contemplated herein and therein, and has
been taken. All documents and agreements executed and delivered pursuant hereto
or in connection herewith, when delivered, will be the valid and binding
obligations of the Applicant and/or such officer(s) enforceable in accordance
with their respective terms;
(B) the execution and delivery by Applicant of this Agreement and all other
Documents and compliance herewith and therewith will not with or without notice
or the passage of time or both result in any violation of and will not conflict
with, or result in a breach of any of the terms of, or constitute a default
under any provision of, any state or federal law to which the Applicant is
subject, the Applicant's certificate of incorporation or by-laws, partnership
agreement or other organizational documents, as amended, or any mortgage,
indenture, agreement, instrument, judgment, decree, order, rule or regulation or
other restriction to which the Applicant is a party or by which it or any of its
property is bound, or may be affected, or result in the creation of any
mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Applicant pursuant to any such term or give to any other person or
entity the right to accelerate the time for performance of any obligation of the
Applicant;
(C) there has been no material adverse change in the financial condition or
affairs of the Applicant since the date of the Initial Financial Statements
provided pursuant to Xxxxxxxxx 0 xxxxxx;
- 0 -
(X) each and every representation and warranty made by the Applicant or any
of its officers, directors, employees or stockholders in any instrument or
document heretofore delivered by the Applicant to CII or executed in connection
herewith, including, without limitation, the Applicant's Application, remains
true and accurate in all respects and does not (and nor does this Agreement or
any of the Funding Documents or any of the Documents) contain any untrue
statement of a material fact or omit to state a fact necessary in order to make
the statements contained therein not misleading;
(E) Applicant has sufficient financial capability and resources to complete
the Project and the FTP Project in accordance with the Application and Project
Proposal and Budget;
(F) Applicant is in compliance with all of the terms, conditions and
requirements of the Federal Grant;
(G) there is neither pending nor threatened any action, suit, proceeding or
claim whether or not purportedly on behalf of the Applicant, to which the
Applicant or any partner of or material participant in the Applicant is or may
be named as a party of or to which the Applicant's or any such person's or
entity's property is or may be subject;
(H) no consent, approval or authorization of, or designation, declaration
or filing with any governmental authority on the part of the Applicant is
required in connection with the valid execution and delivery of this Agreement
or the other Documents or the consummation of any other transaction contemplated
by this Agreement other than the execution of the contract or agreement
evidencing an award of Federal Grant funds;
(I) the Applicant holds all franchises, permits, licenses and other similar
authority, necessary for the conduct of its business as now being conducted by
it and believes it can obtain any similar authority necessary for the conduct of
its business as planned to be conducted, and it is not in violation, nor will
the transactions contemplated by this Agreement cause a violation of the terms
or provisions of any such franchise, permit, license or other similar authority;
and
(J) the Applicant is not in violation of any term of its Certificate of
Incorporation or Bylaws, partnership agreement or other organizational
documents, as amended. Neither the Applicant nor any of its property is in
violation of any term of any mortgage, indenture, contract, agreement,
instrument, judgment, decree, order, statute, rule or regulation to which the
Company or any of such property is subject.
(K) all of the foregoing warranties and representations are true, complete
and correct as of the date hereof and will be true, complete and correct at the
time of each disbursement of Grant funds as if made at the time thereof and with
respect thereto.
12. Events of Default. Each of the following shall constitute an Event of
Default under this Agreement:
- 8 -
(A) failure of the Applicant to comply with any material provision of this
Agreement or of any other Document; or
(B) if any representation or warranty made or given by the Applicant in
connection with this Agreement or any other Document shall be or become untrue,
false or misleading in any material respect; or
(C) if the Applicant is, becomes, or is adjudicated to be bankrupt or
insolvent under state or federal law, dissolves or liquidates, or a receiver is
appointed of the Applicant's assets or business or the Applicant files a
petition for relief under any Chapter of the United States Bankruptcy Code or
any such petition is filed against it; or
(D) if any event occurs which requires the Applicant to repay the Federal
Grant funds; or
(E) default under any other loan agreement, promissory note, mortgage deed,
security agreement or other agreement executed by the Applicant in respect of
any other indebtedness now or hereafter owing by Applicant to CII or any other
agency, instrumentality, political subdivision or specially-chartered
corporation of the State; or
(F) the occurrence of any termination, default or withholding of funding
under the Federal Grant; or
(G) if the Project or the FTP Project is abandoned or if work on the
Project or the FTP Project ceases for a period in excess of 30 days; or
(H) if at any time during the Term, Applicant shall fail to maintain a
Connecticut Presence as described in Section 7.
13. Remedies. If there shall occur any Event of Default described in
Sections 12(A) or 12(B), and such Event of Default shall not have been cured to
the complete satisfaction of CII within thirty (30) days following the date on
which Applicant or CII becomes aware of such Event of Default, or if there shall
occur an Event of Default described in Sections 12(C) or 12(D), CII shall be
entitled to immediately declare an amount equal to one hundred percent (100%) of
the Grant funds advanced to the Applicant to be immediately due and payable, all
without further notice to the Applicant, and to exercise any remedy it may have
as set forth in the Documents or otherwise provided by law or equity, or to
exercise any such remedies cumulatively. CII shall not be obligated to disburse
to Applicant and Applicant shall not be entitled to receive any Grant funds
during such cure period or thereafter if such Event of Default is not so cured.
Upon the occurrence of any Event of Default described in Sections 12(E) - 12(H),
CII shall be entitled to immediately withhold further advances of Grant funds to
Applicant and Applicant shall immediately return all unexpended Grant funds to
CII. The remedy for the Event of Default described in Section 12(H) is set forth
in Section 7. The Applicant agrees to pay all charges, costs, damages,
liabilities and expenses, including without limitation, reasonable attorney's
fees, if any, incurred by CII in connection with any default hereunder and/or in
the attempted enforcement of this Agreement or any of the Documents and/or in
the collection or attempted collection of any and all of the obligations of the
- 9 -
Applicant hereunder and under the other Documents and/or in the prosecution or
defense of any action or proceeding covering any matter related to this
Agreement or the Documents. The Applicant further agrees that all such
expenditures incurred by CII under this Agreement and/or under any of the
Documents and all other amounts owing under this Agreement which are not paid
when due, shall bear interest at the rate of fifteen (15%) percent per annum
from the date of the occurrence of an Event of Default, or due date, as
applicable.
14. Equal Employment Opportunity and Non-Discrimination. The Applicant
agrees and warrants that in the performance of this contract it will not
discriminate or permit discrimination against any person or group of persons on
the grounds of race, color, religious creed, age, marital status, national
origin, sex, sexual orientation, mental retardation or physical disability,
including, but not limited to blindness, unless it is shown by the Applicant
that such disability prevents performance of the work involved in any manner
prohibited by the laws of the United States or the State of Connecticut, and
further agrees to provide the Commission on Human Rights and Opportunities with
such information requested by the Commission concerning the employment practices
and procedures of the Applicant as relate to the provisions of this paragraph.
The Applicant hereby agrees that this Agreement is subject to Sections
4a-60(a-e) and Section 4a-60a of the Connecticut General Statutes which are
hereby incorporated herein by reference and that the applicant will comply with
all of the provisions thereof.
15. Oversight/Administrative Fee. Applicant hereby agrees that CII shall
deduct from each advance of Grant funds an oversight and administrative fee an
amount equal to one (1.0%) percent of each such advance, which fee will be used
by CII to pay for certain administrative and oversight activities conducted by
CII in connection with the Federal Technology Partnership Assistance Program.
16. Audits. The Applicant agrees that at any time upon the request of CII
and, in any event, within ninety (90) days following the end of the Grant
Disbursement Period, it will have an audit performed at its own expense by an
independent public accountant as defined by Section 7-391 of the Connecticut
General Statutes as amended. Such audit shall be performed in accordance with
Generally Accepted Accounting Principles and requirements of CII and shall
identify any expenditures of Grant funds made by the Applicant which are not in
compliance with the terms of this Agreement. Any such expenditures shall
immediately be returned to CII by Applicant.
17. Expenses. Applicant will pay or reimburse CII on demand for any and all
reasonable charges, costs and taxes incurred in the preparation, documentation
and implementation of this Agreement and all Documents, and any amendment
thereto, including, without limitation, all recording and filing fees, appraisal
fees and reasonable fees and disbursements of CII's special counsel retained in
connection therewith, including payment upon the closing hereof of any portion
of such charges, costs and fees for which an invoice shall be rendered.
18. No Waiver. No waiver by, nor any failure or delay on the part of CII in
any one or more instances to insist upon strict performance or observance of one
or more covenants or conditions hereof; or of the other Documents shall in any
- 10 -
way be, or be construed to be, a waiver of such covenant or condition in any
other instance or to prevent CII's rights to later require the strict
performance or observance of such covenants or conditions, or otherwise
prejudice CII's fights, powers or remedies.
19. Waivers. The Applicant and all others who may become liable for all or
any part of this obligation do hereby consent to any number of renewals or
extensions of time of payment hereof and agree that any such renewals or
extensions may be made without notice to any of said parties and without
affecting their liability hereon and further consent to the releases of any
party or parties liable hereon, all without affecting the liability of other
persons, firms or corporations liable for the payments and obligations set forth
in this Agreement.
THE APPLICANT ACKNOWLEDGES THAT THIS AGREEMENT EVIDENCES A COMMERCIAL
TRANSACTION AS THAT TERM IS DEFINED IN CONNECTICUT GENERAL STATUTES SECTION
52-278a(a) AND PURSUANT TO CONNECTICUT GENERAL STATUTES SECTIONS 52-278b AND
52-278f, THE APPLICANT DOES HEREBY WAIVE ITS RIGHTS TO NOTICE AND HEARING PRIOR
TO THE ISSUANCE BY CII OF ANY PREJUDGMENT REMEDY, AND THE APPLICANT FURTHER
WAIVES ANY RIGHTS AS MAY EXIST UNDER FEDERAL LAW TO ANY NOTICE AND/OR HEARING
PRIOR TO CII'S OBTAINING AND EXERCISING ANY PREJUDGMENT REMEDY.
ADDITIONALLY, THE APPLICANT AND CII HEREBY EACH WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY ACTION, DEFENSE, COUNTERCLAIM, CROSSCLAIM AND/OR ANY FORM OF
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR THE OTHER DOCUMENTS OR
RELATING TO ANY OBLIGATIONS EVIDENCED HEREBY OR THEREBY.
20. No Oral Modification. This Agreement may not be modified or amended in
any manner except in writing executed by all of the parties hereto.
21. No Assignment. This Agreement and the documents related hereto and the
rights hereunder may not be assigned by the Applicant without the prior written
consent of CII.
22. Successors and Assigns. The terms, warranties, covenants and agreements
herein contained shall be binding upon and inure to the benefit of the parties
hereto and then respective legal representatives, successors and assigns.
23. Joint and Several Liability. If more than one party shall execute this
Agreement on behalf of Applicant or if the Guaranty attached hereto shall be
executed by any party, the liability of Applicant and such additional party or
guarantor hereunder shall be joint and several.
24. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut.
- 11 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
CONNECTICUT INNOVATIONS, INCORPORATED
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxx, Its Acting Executive Director
MARINE MANAGEMENT SYSTEMS, INC.
By /s/ Xxxxxx X. Story
---------------------------------------------
Xxxxxx X. Story, Its President
- 12 -
CONNECTICUT INNOVATIONS, INC.
ADDENDUM
to
FEDERAL TECHNOLOGY PARTNERSHIP ASSISTANCE AGREEMENT
This Addendum amends and hereby becomes an essential part of the Federal
Technology Partnership Assistance Agreement dated July 31, 1995 by and between
MARINE MANAGEMENT SYSTEMS, INC. and CONNECTICUT INNOVATIONS, INCORPORATED, as
though fully set forth therein.
In Section 2, line 2, REPLACE "December 31, 1996" with "June 30, 2005".
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
October 4, 1995.
CONNECTICUT INNOVATIONS, INCORPORATED
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxx, Its Acting Executive Director
MARINE MANAGEMENT SYSTEMS, INC.
By /s/ Xxxxxx X. Story
---------------------------------------------
Xxxxxx X. Story, Its President
