Cooperation Agreement
between Forschungszentrum Julich GmbH
D-52425 Julich
Federal Republic of GERMANY
- hereinafter referred to as Julich -
and Eurotech Ltd
0000 Xxxxxxxx Xxxxxx
Xx Xxxxx, XX 00000
XXX
- hereinafter referred to as Eurotech -
- both hereinafter referred to as the Parties -
concerning
Further development of a certain unique silicon organic foam-type elastomer
PREAMBLE
WHEREAS, a certain unique silicon-organic foam-type elastomer, designed for
containment, isolation and handling of high and low active nuclear waste (the
"EKOR") has been developed by scientists associated with the Kurchatov Institute
and the State Research Centre for Chemistry and Technology for Elemento-Organic
Compositions (the "Developers"), for which patent applications have been filed
by respectively patents have been issued to the Euro-Asian Physical Society
located in the United States ("EAPS"); and
WHEREAS, Eurotech has been granted a license for the world-wide manufacturing,
marketing, distributing or otherwise exploiting of EKOR; and
WHEREAS, the Developers have subjected EKOR to extensive testing under certain
testing protocols (the"Testing Protocols") to ascertain the efficiency of EKOR
for its intended functions relating to the containment, transportation and
disposal of objects or structures contaminated with radio nuclides; the
description of such Testing Protocols and the result thereof being attached
hereto as Exhibit A; and
WHEREAS, the results of the testing being recognized and accepted in the Eastern
European countries need a further independent review for being recognized and
accepted in the Western European countries or in the United States; and
WHEREAS, Julich as an independent research centre possesses the facilities,
personnel and know how for such review with the aim to confirm the Testing
Protocols as well as to conduct research for other possible applications and
uses of EKOR wherein Eurotech is interested;
NOW, THEREFORE in consideration of the provisions and mutual covenants described
before, the Parties agree as follows:
O. Definitions
"know-how" = all pre-existing and arising know-how of the Parties
concerning the subject matter of cooperation (subject matter of the
agreement)
"work results" = all know-how arising for the Parties from the
implementation of the work programme according to Item 2 hereunder,
including inventions, relevant protective rights applied for, computer
programs
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"inventions" = proprietary inventions (patentable inventions, inventions
apt for utility model protection, topographies)
"joint inventions" = inventions hereunder involving both Parties according
to the contributions made by their employees, organ members or free-xxxxx
staff
"protective rights" = patent applications filed or patents granted for
inventions
"publication" "to publish" = disclosure of work results including lectures
and papers at workshops or conferences
1. Subject matter of the contract
Eurotech desires and Julich is willing to review the Testing Protocols
with the purpose to confirm the results thereof as well as to work on
possible improvements or other applications of EKOR.
2. Special Agreements
2.1 This Agreement defines the framework for the cooperation on the matters
described in Par. 1.
2.2 For special work programs to be agreed later on the Parties will conclude
under this Agreement special agreements ("Special Agreement") which define
o scope and distribution of work
o time schedule
o bearing of costs
o coordination of work
o additional conditions.
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3. Exchange of know-how
The Parties will exchange their know-how inasmuch as such exchange is
required for the execution of the contracts and inasmuch as they can
legally dispose of such know-how.
4. Confidentiality
4.1 Either Party shall keep in confidence any know-how obtained from the other
Party under Item 3. and shall only publish such know-how if the other
Party has given its prior written consent.
4.2 The obligation to confidentiality does not exist or shall not be
applicable inasmuch as such know-how
a) can be taken from sources generally available;
b) was state of the art or knowledge of the receiving Party prior to
receipt;
c) is rightfully made available to the above Party from a third source
without any obligation of confidentiality.
Before either Party uses any such know-how of the other Party without
maintaining confidentiality, it will notify the other Party in writing
thereof and demonstrate that one of the above cases is applicable. Item 5.
of the Agreement shall not be affected by this provision.
5. Publications
5.1 Inasmuch as the Parties do not jointly publish the work results, any
publications by either Party on the other Party's work results shall
require the latter's prior written consent. Consent may only be refused
for good cause; it shall be deemed given unless the Party has objected
within one month from written inquiry. In all other respects, the Parties
shall reach agreement concerning publications.
5.2 Publications should refer to the Parties' cooperation and, at either
Party's request, should name said Party's staff members involved in
deriving the work results.
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6. Work Results
The following shall apply to work results:
6.1 Either Party shall own the work results arising on its side.
6.2 Either Party shall make provisions for being entitled to dispose of its
work results.
6.3 The Parties shall inform each other of their patent applications without
delay.
6.4 The Parties shall jointly seek patent protection for joint inventions. The
Parties shall come to an agreement concerning the costs, based on the
principle that costs are borne by the Parties according to their shares in
inventions.
6.5 Inasmuch as either Party is not interested in a protective right, it shall
offer its rights to the other Party for transfer, inasmuch as it is
legally and actually able to do so. The transfer of rights shall be
provided for in a separate agreement. Such offer should be made early
enough to enable the other Party to take any action required for
safeguarding such rights within given statutory periods, especially within
the 12-month period to be observed for patent applications claiming
priorities. The obligation to offer protective rights for transfer shall
expire 12 months after the end of the contract term.
7. Rights of use
7.1 Either Party may freely dispose of the work results derived without the
other Party's participation in compliance with the following rules:
7.2 The Parties shall grant each other a free, non-exclusive right to use
their know-how for the execution of the contract, inasmuch as they are
legally in a position to do so. Moreover, the Parties shall grant each
other a free, irrevocable, non-exclusive right to use work results for
research and development, including contract research. The Party using
such work results shall reimburse the employee inventor's compensation to
the Party granting such right of use.
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8. Copyright for computer programs
Computer programs evolved during cooperation may be duplicated and
processed by either Party for normal use in executing the contract. The
Parties will procure the information required for establishing
interoperabilities.
9. Willingness to grant licenses
For commercial purposes, the Parties shall grant each other an option for
the acquisition of non-exclusive rights to use their know-how under
licensing agreements to be separately concluded on reasonable terms and
conditions, inasmuch as they are legally in a position to do so. This
option may be exercised up to 12 months after the contract has expired.
In the case of justified interest, the Parties shall grant each other the
right to grant sublicenses unless this conflicts with either Party's
substantial economic interests.
10. Liability, warranty
10.1 The Parties shall not be mutually liable for and shall hold each other
harmless against any personal, material and property damage incurred by
the other Party, its staff members or agents in executing the contract,
unless such damage has been caused willfully or by gross negligence or
unless such damage is covered by insurance protection.
10.2 The Parties will not assume any mutual warranty that know-how, work
results, documents and items made available in executing the contract are
correct, useful and complete and can be used without infringing
third-Party rights.
11. Validity and termination
11.1 This Agreement shall have a term from the date of its signature to
December 31, 2000.
11.2 The provisions of Items 4., 5., 6., 7., 9. and 10. shall be effective
beyond the termination of this Agreement.
12. Alterations
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12.1 Any modifications and amendments to this Agreement shall be made in
writing.
12.2 Should any provision of this Agreement be ineffective or void, this shall
not affect the validity of the other contractual provisions. Such invalid
provision should rather be replaced by a valid provision as close as
possible to the invalid provision.
13. Transferability of rights and duties
13.1 Rights and duties under this Agreement cannot be transferred to third
parties, either in whole or in part, without the other Party's prior
written consent.
13.2 In the event of legal succession, the other Party can terminate the
Agreement without notice.
14. Jurisdiction, language and applicable law
14.1 The Dusseldorf Landgericht shall have original jurisdiction in the event
of any disputes arising in connection with this Agreement.
14.2 This Agreement is drawn up in English and all documents and notices and
meetings for its application or extension or amendment shall be in
English.
14.3 This Agreement shall be governed by the law of the Federal Republic of
Germany.
Julich, ______________________ La Jolla,
Forschungszentrum Julich GmbH Eurotech Ltd
/s/ Nieraad /s/ Jaek /s/ Xxxxxxxx Xxxxxx, Xx.
----------------------- ----------------- --------------------------
- Nieraad - - Dr. Jaek -
