Exhibit 10.104
LICENSE AGREEMENT
This Agreement, effective as of this 9th day of February, 2004, by and
between Universal Chemical Technologies, Inc., a Florida Corporation, and
UCT Defense, LLC, a Delaware Limited Liability Company, both doing business
at 0000 X.X. Xxxxxxx Xxx, Xxxxxx, Xxxxxxx 00000 hereafter collectively
("UCT") and IGI with mailing address at 000 Xxxxxxx Xxxxxx, Xxxxx, Xxx
Xxxxxx 00000-0000, hereinafter ("Licensee")
RECITALS
Whereas, UCT has rights to certain confidential, patented and
proprietary technical knowledge to utilize a new, proprietary electroless
nickel boride metal finishing process known as Ultracem, and UCT is
actively seeking to have its plating process utilized and implemented on a
wide scale by entering into Agreements with qualified companies and
individuals; and
Whereas, Licensee has the facilities and skilled personnel for
commercial application of electroless metal coatings, and
Whereas, Licensee desires to use UCT's proprietary plating process
and trademarks rights and purchase UCT's proprietary chemistry to
commercially exploit the ULTRACEM Technology, and
Whereas UCT desires to license its proprietary plating process and
the Marks ULTRACEM and CEMKOTE to Licensee.
I. DEFINITIONS
As used herein, the following terms shall have the given meanings:
1.1 "Proprietary information" shall mean information developed by
UCT and pertinent to the preparation and operation of plating
baths for the deposition of the electroless nickel-boron
coating to the extent not disclosed in the UCT Patent or any
published applications for the patent in therewith.
1.2 "Licensed Process" shall mean the process for depositing
ULTRACEM and related electroless nickel-boron coatings
described in UCT's Patents.
1.3 "Licensed Marks" shall mean the Licensed Marks, ULTRACEM and
CEMKOTE used by UCT plus future trademarks owned and utilized
by UCT.
1.4 "License Year" shall mean the 12-month period including and
immediately following the commencement of licensed operations
in Licensee's facility and each 12-month period thereafter.
1.5 "Licensee's Facility" shall mean those premises located at
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II. LICENSE GRANT
2.1 UCT grants to Licensee, subject to the terms of this Agreement:
a. A non-exclusive license to use or perform the Licensed
Process, excluding UCT's diamond coating technology, for
commercial and military applications in Licensee's
Facility;
b. A non-exclusive license to use the Licensed Marks in the
Territory in connection with Licensee's business of
applying metal coatings using the Licensed Process for
commercial and military applications in Licensee's
Facility.
c. UCT shall not grant licenses to other job shops within a
radius of 150 miles of Licensee's Facility, the
("Territory") unless they become approved sub-licensees
of Licensee herein.
d. Other UCT licensee located outside of the Territory shall
have the right to service any of their customers located
in the Territory.
e. UCT shall have the right to grant exclusive and non-
exclusive licenses to OEM's, described in Article V
hereinafter, within the Territory who wish to operate
captive plating facilities using the said Licensed
Process and Marks.
f. Licensee shall actively assist UCT to identify
prospective sub-licensees in the Territory to utilize the
said Licensed Process and Marks. UCT shall pay to
Licensee five (5%) percent of all chemistry sales,
payable on a cash collected basis, to said sub-licensees
developed by Licensee in the Territory.
2.2 Licensee shall not modify, copy, duplicate, reproduce, license
or sublicense ULTRACEM, the Licensed Process, UCT chemistry or
UCT confidential information, or transfer or convey any
interest therein to any third party without the express prior
written consent of UCT.
III. UCT'S OBLIGATIONS
3.1 Disclosure of Proprietary Information. Within ten (10) business
days of the execution of this Agreement UCT shall provide
Licensee with a written description of plating bath preparation
and operating procedures for the Licensed Process. If not part
of UCT's Patent, it is understood that such information is
Proprietary Information and will be maintained by Licensee
subject to the confidentiality provisions of Paragraph 4.3
hereinbelow.
3.2 Plating Bath Chemicals. UCT agrees to sell to Licensee, and
Licensee agrees to purchase from UCT all of Licensee's
requirements for coating bath chemicals mixture for the
Licensed Process. The initial price for bath chemical mixtures
("bath chemical pre-mixes") are set forth in Exhibit A attached
hereto and made a part hereof. UCT shall give Licensee thirty
days notice of the effective date of any price increases. UCT's
prices for bath chemicals to Licensee, in each instance, shall
be no more than that charged by UCT in the U.S. to other
parties for comparable volume purchases.
Licensee shall keep UCT apprised of its existing and projected
inventories of the bath chemicals used in the Licensed Process,
and Licensee agrees to give UCT reasonable notice of needs for
supplementation of inventories of such chemical mixtures.
3.3 Training. UCT shall consult with and provide training and
technical services to Licensee pertinent to preparation and
operation of the coating baths used to carry out the Licensed
Process. It is contemplated that all training provided by UCT
shall be by technical employees of UCT. Such consultation
shall involve no more than 40 man-hours during the first
calendar quarter of this Agreement. UCT shall provide such
training at no cost to Licensee except for reimbursement of
UCT's actual and reasonable expenses for travel, including
meals and lodging, necessary to provide consultation and advice
to Licensee. Payment of all undisputed amounts for travel
reimbursement invoiced by UCT shall be paid by Licensee not
later than thirty (30) days following the date of such invoice.
Required training in excess of the above stated quarterly
maximum man-hours shall be provided by UCT at a rate of $50.00
per man-hour plus travel expenses.
UCT shall provide up to 5 days of training in its Stuart
Florida facility at no charge but Licensee shall pay all of its
own out of pocket expenses.
3.4 UCT shall deliver a complete UltraCem operations manual to
Licensee and all necessary technical data sheets and MSDS
sheets.
3.5 Waste Product Management. It is acknowledged by both parties
that spent baths from the Licensed Process and solid wastes
derived therefrom could be analyzed by third parties to
reveal valuable proprietary information regarding the Licensed
Process. UCT and Licensee shall collaborate to define an
acceptable waste treatment/by-product handling procedure for
disposal of spent baths from the Licensed Process, which is in
accordance with applicable EPA and State regulations, and, if
possible, which provides the necessary security against
unauthorized access to waste products from the Licensed
Process.
3.6 Licensed Improvements. UCT shall promptly disclose to Licensee,
subject to the confidentiality provisions of this Agreement,
any improvements of the Licensed Process developed by UCT, and
such improvements shall become part of the Licensed Process
within the meaning of this Agreement. UCT agrees to provide
any additional technical assistance (per paragraph 3.3 above)
reasonably necessary to assist Licensee with implementation of
improvements to the Licensed Process.
3.7 Plating Line Design and Construction Assistance to Licensee
UCT shall provide:
a. Initial site visit and consultation.
b. Plating line and tank design assistance and consultation.
c. Construction and setup oversight and consultation.
d. UCT and Licensee hereby agree that UCT shall provide the
plating line design and construction consultation and
fabrication and parts for Licensee's Facility as provided
in Proposal dated February 9, 2004 identified as Exhibit
B attached hereto.
3.8 Marketing Assistance
UCT shall conduct sales training in Stuart, Florida at no cost
if requested by Licensee's marketing team.
UCT marketing personnel shall be available by phone or email
for marketing and sales consultation.
a. Licensee shall be allowed to utilize existing UCT
marketing materials and new materials, as available.
b. UCT shall agree to use its best efforts in supporting
Licensee's marketing efforts as well as referral of
customers who have either requested testing or have
completed testing of the efficacy of the Licensed
Process.
c. UCT shall provide testing and plating capabilities for
Licensee's customers until Licensee's line is fully
operational. Test plating shall cost .20 per mil square
inch. Sample work shall be at no charge. Bridge plating
of production quantities shall be done on a quote-by-
quote basis.
d. UCT shall provide market protection to Licensee for
Licensee's existing customers that make conversions to
the Licensed Process.
e. UCT shall continually work on new applications and uses
for the Licensed Process and shall communicate successes
and recommendations for market penetration to Licensee on
a regular basis.
3.9 Quality Control Assistance
a. UCT QC personnel shall be available from 9:00 AM EST to
5:00 PM EST Monday through Friday for telephone and
online QC consultation at no charge.
b. UCT shall provide on-site QC problem solving assistance
on difficult problems if telephone consultation
determines a) the Licensed Process is a good
technological application and the problem is expected to
be solved and b) the telephone
consultation has failed to solve the problem, at the same
rate as provided in Paragraph 3.3 herein.
3.10 Chemistry Sales
a. Subject to minimum order quantities and prices (based on
Purchase Order volumes) on UCT's standard job-shop price
list, UCT shall ship, within 72 hours of receipt of a
bona-fide Licensee purchase order, chemistry to Licensee
FOB UCT Plant, Stuart, Florida, with terms being net 30.
International customers may be required to post a letter
of credit before shipment.
b. UCT shall not provide chemistry to any other licensee or
OEM customer with pricing better than that offered to
Licensee on comparable volumes.
c. Licensee specifically agrees to purchase all bath makeup
and replenishment chemicals (except NaOH), Components A,
B, C and D, required utilizing the Licensed Process
directly from UCT.
d. The initial Standard Job-Shop Price List is attached
hereto as Exhibit A. UCT specifically reserves the right
to change this price list at any time should UCT's COSES
materially change. Should Licensee develop long term
contracts or customer quotes for the Licensed Process,
consideration in pricing will be provided for specific
situations.
3.11 Co-Promotion
UCT shall (i) list Licensee in its marketing materials as a
Job-Shop Licensee, (ii) provide a link to Licensee's internet
website on UCT's website and (iii) refer customers to Licensee.
3.12 Referrals
UCT shall use its best efforts to refer to Licensee any metal
finishing job shop quotes utilizing the Licensed Process
within the Territory which are developed by UCT or its OEM's.
Licensee shall pay EO UCT six (6%) percent of all revenues
received by Licensee from customers so referred by UCT to
Licensee.
IV. LICENSEE'S OBLIGATIONS
4.0 Equipment Installation. Licensee shall install the equipment as
specified and designed by UCT and as fully described in Exhibit
B attached hereto and made a part hereof, in the time period
described therein.
4.1 Record Keeping
a. Licensee shall provide UCT with monthly reports
summarizing its use of the Licensed Process, its
inventory of bath and, to the extent known, projected
needs in terms of volumes and types of the bath chemicals
for the two (2) months next following. At UCT's option,
upon request of Licensee, UCT may accept oral
communications of the report required under this
subparagraph 4.1(a).
4.2 UCT Audit and Review Rights: UCT shall have the right to
periodic audits and reviews, at its own expense and at normal
business hours, of Licensee's operations, with the scope of
such reviews limited to:
a. Quality Control of the Licensed Process.
b. Protection of UCT's intellectual property, trade secrets
and branding.
c. Compliance with the OEM exclusive provisions of the
license contemplated by the term sheet.
d. Licensee agrees to take remedial action to correct
material deficiencies noted by UCT and to maintain the
standards of quality referred to herein and prescribed by
UCT.
4.3 Confidentiality Obligations.
a. Licensee shall maintain in confidence and not disclose to
any third party, except with the prior written approval
of UCT, (1) any Proprietary Information, (2) any
information derived from Proprietary Information or (3)
other business or technical information disclosed by UCT
and designated as confidential and subject to the
obligations of this Paragraph. The obligations of
confidentiality hereunder shall not apply to information
which:
i. Is, an the time of disclosure in the public domain
or thereafter becomes part of the public domain by
publication or otherwise, through no fault of
Licensee; or
ii. As shown by Licensee's written records was, at the
time of UCT's disclosure, in the possession of or
because of earlier disclosure to Licensee on a non-
confidential basis by a third party entitled to
disclose it to Licensee; or
b. Is permitted by UCT to be disclosed by Licensee provided
such permission is first obtained in writing form an
officer of UCT.
c. Any document prepared by or for Licensee as a result of
or a part of its use of Proprietary Information and its
development of the Licensed Process shall be marked by
Licensee as "Confidential."
d. Licensee agrees that it will not, without the permission
of UCT, analyze or have analyzed any pre-formulated
chemical mixtures provided by UCT in accordance with
Paragraph 3.2 above, or plating baths produced from such
chemical mixtures or the metal coatings deposited by said
bath.
e. Licensee agrees to require all of Licensee's employees
having access to Proprietary Information to read this
Paragraph 4.3 or a copy thereof and to provide written
acknowledgement in form satisfactory to UCT, or an
agreement that is in all material respects similar, of
his/her agreement to be bound personally by the terms
thereof. Further, Licensee shall require its employees
involved in use and development of the Licensed Process
to agree to assign to Licensee any inventions, conceived
or discovered during his/her work with Proprietary
Information.
f. The obligation of this Paragraph 4.3 shall survive any
termination of this Agreement.
4.4 Licensee acknowledges that at the time of this Agreement it is
not producing commercially a nickel-boron coating. If Licensee
decides to produce a nickel-boron coating other than the
Licensed Process hereunder, Licensee agrees to provide UCT with
written notice of its decision at least three (3) months before
such production is initiated by Licensee. Such notice shall
include Licensee's certification that the new production
coating does not fall within the scope of any claim of the UCT
Patent, and said notice shall be accompanied by test plates
coated with Licensee's proposed new nickel-boron coating. UCT
shall have the right to analyze the applied nickel-boron
coatings and UCT agrees that its use of the results of such
analysis shall be limited to its use and enforcement of UCT's
patent rights. UCT agrees that the confidentiality provisions
of Paragraph 4.3 shall apply to UCT as if fully set forth
herein in the event that Licensee's process is disclosed to
UCT.
4.5 Licensee agrees that it will operate the processes contained in
Licensed Process in strict accordance with the UCT Operations
Manual in conjunction with the training provided by UCT.
4.6 Market Penetration and Information
Market Penetration and Information:
a. Licensee agrees, on a best efforts basis, to market
UltraCem technology, including but not limited to,
performing direct sales calls, telemarketing calls,
direct mail marketing of materials and test plating.
b. Licensee agrees to provide to UCT, monthly, a list of
applications where the Licensed Process has been tested
and is being applied, including information regarding the
Licensed Process
successes and failures on a case by case basis. UCT shall
have the option to visit customers with Licensee for
service reasons or to learn the specific details of the
Licensed Process applications. UCT agrees to hold this
information confidential as per the terms of the
confidentiality provisions in this Agreement and will not
take commercial actions to market directly to said
customers so long as this Agreement is in full force and
effect and no breach of its terms and conditions has
occurred.
c. Should UCT refer new business to Licensee that is subject
to previously negotiated commissions, Licensee shall pay
the commissions if it decides to accept the business.
Should Licensee decide to decline the referred business,
UCT shall be free to refer the business to any other
licensed metal finisher.
4.7 License Fees to UCT and Minimum Chemistry Purchases
Upon execution of this Agreement, Licensee shall pay to UCT a
one time license fee in the amount of $0.0 and to retain its
license rights, Licensee shall purchase all chemistry from UCT
at minimum quantities of $25,000 during the first License Year;
$75,000 during the second License Year and $150,000 during the
third and subsequent License Years. Licensee shall purchase all
plating bath chemicals required by the Licensed Process
directly from UCT.
4.8 Licensee specifically agrees that it shall provide UCT with a
completed EDS sheet, identified as Exhibit C attached hereto,
on each and every new application and UCT shall then provide a
process for each specific new application.
V. ORIGINAL EQUIPMENT MANUFACTURERS EXCLUSIVE RIGHTS
5.0 Licensee hereby represents and warrants that it has been
informed of and understands UCT's technology penetration
strategy, including the exclusive licensing of its technology
to certain Original Equipment Manufacturers, ("OEM'S"), in
specific market segments or applications, that may hold a
dominant market position or distribution channel strength or
wish to establish greater market share by use of the Licensed
Process having sufficient production volume to justify a stand
alone facility and Licensee specifically agrees to the
following terms:
a. Licensee shall be specifically precluded, without prior
written approval from UCT, from providing any metal
finishing services utilizing the Licensed Process, to
UCT's exclusive (by market segment or application) OEM's.
It is recognized that UCT, in certain cases, will
negotiate with the OEM's for a share in the Licensed
Process added value and Licensee agrees not to compete
with that effort. However, to the extent the OEM desires
outside metal finishing capacity, UCT may refer that
business to Licensee and share in the revenue as
described hereinafter.
b. Licensee shall be specifically precluded, without prior
written approval from UCT, from providing any metal
finishing services utilizing the Licensed Process, to any
direct competitors of UCT's OEM exclusives. Licensee
shall have the right to supply the OEM any other process
from his process offerings; If Licensee is already
supplying metal finishing services utilizing the Licensed
Process, compensation related to Licensee's lost margins
shall be paid to Licensee under an arrangement to be
agreed by the Parties. UCT's OEM exclusive partners
shall have the responsibility for providing a list to UCT
and Licensee of its direct competitor companies and
related exclusive applications, such list to be updated
at least quarterly and treated as confidential
information.
c. UCT desires to provide incentives to Licensee beyond
processing the Licensed Process within Licensee's
operations. The Parties agree that the following
additional compensation terms shall apply to OEM
marketing.
(i) Should a customer, that Licensee has converted to
the Licensed Process, decide to either move the
process in-house on a captive basis or become an
OEM exclusive, with UCT negotiation and approval,
(i.e., Licensee no longer provides metal finishing
services), Licensee shall be paid a royalty equal
to the sum of 20% of upfront exclusive license fees
plus 5% of the first 60 months of chemistry sales
revenues to the OEM, such royalty to be paid as
cash is received from the OEM.
(ii) Should Licensee convert an 0EM to an exclusive
(with UCT negotiation and approval), regardless of
whether Licensee has provided metal finishing
services previously, Licensee shall be paid
compensation identical to Paragraph 5.0 c (i)
above.
(iii) Should Licensee develop and convert customers to
new engineered specific applications and such
applications become prosecuted by Licensee's
customers, but not processed by Licensee, then
Licensee shall be paid an "Applications Specific
Royalty" of two (2%) percent of UCT's revenues for
the first 60 months.
VI. VALUE ADDED REVENUES
6.0 If Licensee solely develops value added revenues with its
customers, it is free to retain 100% of such additional value-
added margins. However, if UCT develops and delivers to
Licensee such applications with value added revenues, Licensee
agrees to share in such additional revenues 50% with OCT.
VII. TERMINATION
7.0 By UCT. Default: The following shall constitute provisions of
default under this Agreement. Licensee shall have a 60 day
period to cure a default after notice given by UCT. After such
60 day cure period, if not cured, UCT shall have the right,
subject to the following, to terminate this Agreement.
a. Any attempt by Licensee to circumvent UCT's intellectual
property and proprietary technology and/or trade secrets
or any expansion of the technology license as outlined in
Section II above.
b. Any violation by Licensee of the OEM exclusives outlined
in Section V above, in which event UCT shall only have
the right to terminate the exclusive rights described in
this Agreement.
c. Any failure by Licensee to execute its responsibilities
as outlined in Section IV above.
d. Any failure by Licensee to pay monies owed to UCT when
due.
e. The filing by Licensee or any of its subsidiaries for
protection under the US Bankruptcy Statutes.
f. Any failure of Licensee to satisfy the minimum purchase
requirements described in Paragraph 4.9 herein, in which
event UCT shall only have the right to terminate the
exclusive rights described in this Agreement.
g. Any violation of the Territory described in this
Agreement.
h. Any dispute beyond the said 60 day cure period shall be
resolved by arbitration with the American Arbitration
Association according to its commercial rules.
7.1 By Licensee.
a. Licensee shall have the right to terminate this Agreement
due to a material default in performance under the terms
of this Agreement that are not remedied within sixty (60)
days of written notice thereof, at any time by giving
notice in writing to UCT of its intent to do so at least
thirty (30) days prior to a termination date designated
in said notice.
b. If Licensee determines that it no longer wishes to
utilize the Licensed Process, it may simply cease to do
so, subject to verification as set forth herein, and
shall be subject to no further obligation or liability to
UCT, for future purchases.
7.2 Return of Proprietary Information. In the event of any
termination of this Agreement, Licensee shall deliver to UCT
all documents, original and all copies, disclosing Proprietary
Information or prepared based on Proprietary Information, in
Licensee's possession at the time of termination. With the
return of such documents, Licensee shall reaffirm its
obligation to maintain Proprietary Information in confidence in
accordance with the provisions of Paragraph 4.3 of this
Agreement. Licensee may
retain one copy of such documents for use solely as record of
information subject to the confidentiality provisions of this
Agreement.
7.3 Term of Agreement. This Agreement shall become effective on the
date first written above, and subject to the termination rights
contained in Section VII hereof, this Agreement shall continue
in force for an initial term of three (3) years and if Licensee
shall not be in default in the terms of this Agreement this
Agreement shall be automatically renewed .for three (3)
additional three (3) year terms.
VIII. NEW PRODUCT DEVELOPMENT
8.0 The Parties agree that all ownership and patent rights in and
to products coated with Ultracem shall be solely owned by UCT.
IX. INTELLECTUAL PROPERTY.
9.0 During the term of this Agreement, Licensee shall be entitled
to inform third parties that it is an independent
representative of UCT. However, this Agreement does not confer
upon Licensee any ownership rights to the proprietary,
intellectual property of UCT presently owned or developed in
the future, including, but not limited to, the trademarks,
trade names, patents, copyrights or confidential information of
UCT. Licensee shall advise UCT of any infringements of UCT's
trade marks, trade names, patents or copyrights or other
intellectual property rights of which it is informed or
otherwise becomes aware.
9.1 Any product, process, improvement or other technical
development that is related to UCT's Ultracem or the Products
plated by Licensee with Ultracem that are conceived or refined
during the term of this Agreement shall be the sole property of
UCT and Licensee's involvement with UCT and any of its
customers shall in no way confer any rights of ownership on
Licensee.
9.2 Branding The Licensed Process
Licensee specifically agrees to Brand the Licensed Process
trademarks UltraCem and Cemkote and any other UCT licensed
trademarks utilized by UCT through (i) notifying and educating
each customer that the metal finishing applied is UltraCem or
other UCT trademarks, (ii) include UltraCem or other UCT
trademarks on Licensee's marketing materials and internet
website along with a link to UCT's website and (iii) include a
reference to the UCT .trademarks on each customer quote,
invoice and packing slip where the UCT trademarks was utilized.
9.3 Grant Back: Licensee agrees to grant UCT exclusive, royalty
free, irrevocable license to use and sublicense any
improvements to the bath chemistry made by Licensee during its
use of same. Licensee agrees to inform UCT promptly of its
development of improvements to the bath chemistry and to
provide UCT, from time to time, with all comparative process
and coating performance information obtained by Licensee during
its use and development of the Licensed Process. Licensee shall
use its best efforts to secure from its customers the results
of customers' comparative testing of the coating applied by
Licensee using the Licensed Process compared with other
commercially available functional metal coatings. UCT shall
have a right to use test data and all improvements derived from
Proprietary Information without obligation to Licensee.
9.4 Licensed Marks Required. Any coating applied by Licensee using
the Licensed Process shall be advertised, marketed or sold only
under the Licensed Marks.
9.5 Conditions of Use of Licensed Marks.
Licensee shall not use the Licensed Marks on or in connection
with any business other than its application of metal coatings
using the Licensed Process. Licensee shall not permit or
authorize any person or other entity of any kind to use the
Licensed Marks in any manner without the prior express written
approval of UCT.
9.6 Licensee shall use best efforts to assure that the coatings
applied during its use of the Licensed Process and referred to
in connection with the Licensed Marks meet the minimum
specifications and standards of performance as may be
prescribed by UCT.
9.7 Licensee shall comply with all laws, ordinances and
regulations, local and federal, relating to the operation of
its business associated with use of the Licensed Marks;
9.8 UCT shall have the right of approval or rejection, before final
printing and publication, of artwork, brochures, pamphlets,
advertising or any other commercial publication by Licensee
showing the Licensed Marks.
9.9 All use of the Licensed Marks inure to the benefit of UCT.
Licensee shall not, during the term of this agreement, or
thereafter, attack the title or any rights of UCT in and to the
marks.
9.10 It is specifically agreed that UCT may terminate the license
granted under this Agreement at any time if Licensee materially
violates the requirements of Section IX hereof.
9.11 Licensee acknowledges that its failure to cease use of the
Licensed Marks or any remotely confusingly similar marks upon
termination or expiration of this Agreement will result in
immediate and irreparable damages to UCT. Licensee further
acknowledges and admits that there is no adequate remedy at law
for such failure to cease using the marks or any remotely
confusingly similar marks, and Licensee agrees that, in the
event of such failure, UCT shall be entitled to obtain
temporary restraining orders and preliminary and permanent
injunctions against such use.
9.12 Licensee shall comply with all reasonable requests of UCT with
respect to the appearance and use of the Licensed Marks,
including any requests to change the form or style of the
Licensed Marks.
X. MISCELLANEOUS PROVISIONS
10.0 Warranty by UCT. UCT warrants and represents that as of the
date of this Agreement, UCT has the right to grant a license to
Proprietary Information and the Licensed Process in accordance
herewith.
10.1 Disclaimers by UCT.
a. UCT represents that it knows of no patents that would be
infringed by use of the Licensed Process. UCT agrees to
indemnify and hold Licensee harmless against any claim of
patent infringement by a third party but only when said
claim is based on Licensee's use of a bath described, and
as described, in UCT's Patent and Proprietary
Information. This indemnification shall include, without
limiting the generality of the foregoing, reasonable
attorneys fees and other costs or expenses incurred in
connection with the defense of any and all such claims,
demands, actions or causes of action, and shall extend to
the officers, employees and agents of Licensee. Licensee
agrees to cooperate with UCT in any action brought by UCT
against any third party to enforce UCT's Patents.
b. UCT agrees to enforce its patent rights against
infringers of its Patent.
c. UCT SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION,
MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF
PROPRIETARY INFORMATION OR THE LICENSED PROCESS, OR ANY
OTHER REPRESENTATION OR WARRANTY, WHATSOEVER, EXPRESS OR
IMPLIED, WITH RESPECT TO PROPRIETARY INFORMATION OR THE
LICENSED PROCESS.
10.2 Indemnification by Licensee. Licensee shall indemnify and save
UCT harmless from any and all claims, demands, actions and
causes of action in connection with any and all injuries,
damages or liability of any kind whatsoever, arising out of
Licensee's use of the Licensed Process or distribution of
products coated using a Licensed Process by or through Licensee
or its affiliates if such claims, demands, actions or causes of
action are adjudged to have resulted from the negligent acts or
omissions of Licensee.
10.3 Force Majeure. Neither of the Parties hereto shall be deemed in
default or liable in damages for any delay or default in
performance hereunder if such delay or default is caused by
conditions beyond the defaulting Party's control, including but
not limited to acts of God, governmental restrictions,
continuing domestic or internal problems such as war or
insurrection, strikes, floods, fires, work stoppages,
unavailability of raw materials, and/or embargoes.
10.4 NOTICES. Any notices given or required under this Agreement
shall be in writing and be sent by certified mail, return
receipt requested, to the appropriate address set forth above,
or to such other address as either party shall have last
designated by notice given in the appropriate manner, and as
such notices shall be deemed to have been given three days
after mailing.
If to UCT:
Chairman
0000 XX Xxxxxxx Xxx
Xxxxxx, Xxxxxxx 00000
If to Licensee:
President
10.5 AMENDMENTS AND ASSIGNMENTS. This Agreement may be amended only
by an instrument in writing and signed by a duly authorized
officer of both parties. This Agreement may not be transferred
or assigned by either party without the prior Written consent
of the other party, and any proposed transfer or assignment in
violation of this Paragraph 6.6 shall be null and void.
10.6 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Florida. The parties hereto irrevocably commit to
the jurisdiction of the courts of the State of Florida in any
action brought.
10.7 INVALIDITY. If any portion of this Agreement is held invalid as
a matter of law, such invalidity shall not affect the other
provisions of this Agreement, all of which shall remain in full
force and effect.
10.8 INDEPENDENT CONTRACTORS. Licensee is and at all times shall
remain an independent contractor in performing its duties as a
Licensee of UCT. Licensee shall have no authority to enter into
any contract or commitment to any agreement on behalf of OCT.
All employees and agents of Licensee shall not under any
circumstances be, or hold themselves out as being, employed by
UCT or as agents of UCT. In the event that Licensee shall
breach the terms of this Paragraph 6.9, UCT shall have the
right to immediately terminate this Agreement upon written
notice.
10.9 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes any prior
agreements, understandings or commitments, whether oral or in
writing, relating to the subject matter hereof.
10.10 WAIVER; REMEDIES CUMULATIVE. Failure of either party at any
time to require performance of any provision of this Agreement
shall in no way affect its rights at later time to enforce that
provision. No waiver by either party or the breach of any
provision of this Agreement shall be deemed to be or construed
as a further or continuing waiver of such breach, or a waiver
or breach of any other provision contained in this Agreement.
All remedies set forth in this Agreement shall be cumulative
and in addition to any other remedies legally available.
10.11 PLURALS. Whenever in this Agreement there is used the singular,
it shall be deemed to include the plural, and whenever the
plural is used, it shall be deemed to include the singular.
10.12 HEADINGS. Headings are included herein for convenience and
shall not be deemed to affect the interpretation of any
provisions set forth in this Agreement.
10.13 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and
all of which when taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, UCT and Licensee have executed this License Agreement
on the day and year first above written.
Universal Chemical Technologies, Inc.
/s/ Xxxxxxx Xxxxxxx /s/
-------------------- ---------------------
CEO Attest, Secretary
UCT Defense, LLC
/s/ /s/
------------------- ---------------------
CEO Attest, Secretary
LICENSEE
/s/ Xxxxx Xxxxxxx /s/
------------------- ---------------------
CEO Attest, Secretary
EXHIBITS
--------
A Chemistry Prices
B Proposal
C EDS
Exhibit A
Universal Chemical Technologies, Inc. Quote
0000 XX Xxxxxxx Xxx Xxxx Xxxxx #
Xxxxxx, XX 00000 2/9/0000 0000
Phone # 000-000-0000
Fax # 000-000-0000
E mail xxxx@xxxxxxxxxxxxxxxxx.xxx Name/Address
Web Site xxx.xxxxxxxxxxxxxxxxx.xxx IGI
000 Xxxxxxx Xxxxxx
Xxxxx, XX 00000-0000
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Typed by Terms Rep FOB Client's Name
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DH
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Item Description Rate Qty Total
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Chem A - Dr UltraCem A - Make-Up (Drum) 382.86 1 382.86
Chem B - Dr UltraCem B - Reducer (Drum) 3,593.42 3 10,780.26
Chem C - Dr UltraCem C - Stabilizer (Drum) 3,493.75 2 6,987.50
Chem D - Dr UltraCem D - Nickel Replenisher (Drum) 523.90 6 3,143.40
NaOH - 110 lb Sodium Hydroxide Pellets - 110 lb Bag 308.00 1 308.00
Chemistry Opening Order 10% Discount -2,160.20 -2,160.20
Shipping and handling billed separately.
Quoted prices are good for 30 days from
the date of this quote.
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Total $19,441.82
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EXHIBIT B
February 9, 2004
Xx. Xxxxx Xxxxxxx
Chairman and CEO
IGI
000 Xxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxxxx000@xxx.xxx
xxx.xxxxxx.xxx
Reference: Preliminary estimate for an electroless nickel plating process
tank system for use in applying the UltraCem metal finishing technology
developed by Universal Chemical Technologies, Inc.
Proposal # 1004
Dear Xxxxx:
Thank you for the opportunity to provide a preliminary proposal for an
UltraCem plating tank line system. This proposal is subject to change due
to requirement changes requested by the customer and price changes
uncontrolled by Universal Chemical Technologies (UCT).
The UltraCem line will be manufactured in part by UCT and supporting
contractors. It consists of freestanding chemical and rinse tanks, and an
integral ventilation system between the process tanks. The system will
come pre-plumbed and pre-wired, ready for installation. It will be the
responsibility of IGI to provide the following equipment and make the
following connections between the line/tanks and facilities:
a. De-Ionized water system
b. Tap water
c. Electrical service to the line, rectifiers, scrubber
and low pressure air blower
d. Compressed air with dryer
e. Degreasing/prep Station
f. Sand Blasting Station
g. Lab and equipment
h. Material Handling systems
The following supporting equipment will be designed i.e., with local, state
and Federal regulations. A meeting should be scheduled with the district
DEP inspector and the IGI project manager. This quote may need to be
adjusted depending on the outcome of the meeting.
a. Closed Loop/Waste treatment system
b. Exhaust/Scrubber System
c. Chemical and Waste Storage areas
d. Containment wall.
e. Air Make-up system
Processing line for steel and steel alloy parts, non aluminum.
Pretreatment line 30"x36"x48" deep (225 gallons)
The pretreatment line will consist of the following tanks.
Tank 1 Soak/Anodic 180OF SS Heater 0-12 volts/2500 amps
Tank 2 Double Rinse
Tank 3 Acid Salt 120OF Teflon Heater
Tank 4 Single Rinse
Tank 5 Acid Pickle 120OF Teflon Heater
Tank 6 Single Rinse
Tank 7 Xxxxx Ni Strike 120OF Teflon Heater 0-12 volts/1000 amps
Tank 8 Triple Rinse
Tank 9 Single Rinse
Rinse Tanks
Tank numbers 2, 4, 6, 8, and 9 feature bottom-mounted air agitation. Tank 2
will be double cascading rinse, and tank 8 will be triple cascading. All
tanks will have a manual fill valve connected to the IGI's DI water system.
Process tanks
All pretreatment tanks will be equipped with the following:
* Manual fill valve
* Manual spray bar
* Digital temperature controllers with reset buttons and the heaters
* Solution recirculation and filter pumps
* Constructed of 3/4" polypropylene
* 2 steel banks encapsulated with poly-pro
* Tanks will stand on 6" legs (option)
The rectifiers will be located outside the immediate confines of the
plating line.
Remote controls can be installed if requested by the customer at the
electro-clean tank and nickel strike tank to allow the operator to monitor
and control the rectifiers without leaving the tank.
* Plating Tanks This quote includes 2 UltraCem plating tanks.
* Plating tanks will be equipped with the following
* Manual fill valve
* Manual spray bar
* Digital temperature controllers with reset buttons and the heaters.
* Solution recirculation and filter pumps.
* Plating tanks constructed of 100% 1" polypropylene 30"X36X54 deep
with V-Bottoms.
* 3 steel support banks encapsulated with poly-pro
TERMS OF DELIVERY
-----------------
The total cost for the described equipment can only be estimated until an
engineering evaluation can be completed and an evaluation of production
load has been completed. We can broaden the slope of our
work at your request. You will need a project manager or coordinator on
site when project is launched until it is complete and the start up phase has
concluded.
Estimated Cost: $600,000 + or - any contingencies should be budgeted to
have the UltraCem Plating line installed at your facility. Any major
building modifications to accommodate the process would be addition.
Date of Shipment: Approx. 3 months upon receipt of written
order and clarification of technical
details
Validity of prices: 3 months
Payment terms, once approved: 35% with the order
20% production Installment (4/6 weeks)
20% when tanks are ready for shipment
20% upon installation
5% operational
Agreed and accepted:
IGI Universal Chemical Technologies, Inc.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- ------------------------------------
Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
Chairman & CEO Chairman & CEO
EXHIBIT C
---------
Engineering
Data Sheet
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Contact Name: Phone:
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Company Name: Fax:
-----------------------------------------------------------------------------------------
Address: Email:
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Website:
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UCT Representative:
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Part Information
-----------------------------------------------------------------------------------------
Part Name: Part No.: Qty shipped: Expected qty per year:
-----------------------------------------------------------------------------------------
Described function of the part: What are dimensions of the part?
-----------------------------------------------------------------------------------------
Substrate Material: Material Specs (DIN, UNS, AMS, ASTM):
-----------------------------------------------------------------------------------------
Are there critical areas of the part? The parts are: Approx. cost/value of part:
(if yes, identify on drawing) [ ] new [ ] used
-----------------------------------------------------------------------------------------
Have the parts been soldered, If yes, described:
Welded, glued etc? [ ] yes [ ] no
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Have the parts been heat-treated If yes, temperature exposed to OF
[ ] yes [ ] no Describe heat-treat process:
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Have the parts been coated? If yes, described:
[ ] yes [ ] no
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Have the parts been If yes, describe
Carburized or nitrided? [ ] yes [ ] no
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Is the mating surface abrasive? What materials or chemicals contact
[ ] yes [ ] no the part?
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Is the part under high loads or impact? Max, operating temperature OF
[ ] yes [ ] no
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Does the part slide or rotate? [ ] yes [ ] no If yes, describe:
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Part Processing
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How thick should we What tolerances are we
Deposit the coating? Expected to hold?
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Can we expose the part to If no, what is the max. temperature
725OF for 90 min.? [ ] yes [ ] no We may expose the part to? OF
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Is masking required? Is corrosion resistance
(if yes, please forward drawing) [ ] yes [ ] no A requirement [ ] yes [ ] no
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Special surface finish requirements If yes:
[ ] yes [ ] no
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Special Instructions:
-----------------------------------------------------------------------------------------
Name:__________________Title:_______________Signature:__________________Date:____________
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Customer agrees that UCT shall not be liable or responsible for any damage
to or destruction of the Customer's property resulting from inaccurate or
incomplete information contained in this EDS. The information contained
herein is considered confidential and will be guarded against disclosure.
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