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EXHIBIT 10.62
AGREEMENT
Between
UNITED SPACE ALLIANCE, LLC
and
SPACEHAB, INCORPORATED
MAY 29, 1997
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AGREEMENT
THIS AGREEMENT, entered into this __ day of_________________ by and between
UNITED SPACE ALLIANCE, LLC,(hereinafter "USA"), a Delaware limited liability
company, having its principal office at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxx
00000, and SPACEHAB, INCORPORATED, a Washington Corporation, having its
principal office at 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000,
(hereinafter "SHI").
WITNESSETH:
WHEREAS, USA has unique Space Shuttle operations expertise and is the industry
manager of privatized Space Shuttle operations;
WHEREAS, SHI has unique commercial payload expertise and privately owned
hardware capable of supporting microgravity research on the Space Shuttle;
WHEREAS, the respective capabilities of the parties are complimentary; and
WHEREAS, the parties are committed to establishment of a non NASA market for the
use of space (the "Program");
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth herein, it is agreed as follows:
1. OBJECTIVE OF THE TEAM
(a) The parties agree to pursue a joint initiative to establish a non
NASA market for microgravity science and/or production that will support at
least one commercial Space Shuttle mission per year.
The program effort shall be prepared by the parties in connection with this
Agreement and include the following:
(1) Specific roles and responsibilities for USA and SHI, Initial
business plan, Detailed plan of action and assignments.
The above plans will be completed in time to support a June 1997 meeting.
2. EXPENSES
Each party hereto agrees to bear all of its own expenses incurred in connection
with the Program incurred under this Agreement. Expenses incurred between the
announcement of contract award and the contract start are the responsibility of
each party.
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3. INDEPENDENT CONTRACTORS
This Agreement shall not constitute, create, or in any way be interpreted as a
joint venture, partnership, or formal business organization of any kind. Except
for the preparation and submission of proposals and obligations set forth
herein, and the mutual support to be provided between the parties hereto toward
attainment of the contract for the Program, no actions, obligations or
commitments of any nature of either of the parties hereto shall be binding upon
the other party.
4. ASSIGNMENT
Neither party may assign nor transfer its interest herein without the prior
written consent of the other; provided however, that the parties may assign
their respective interest in this agreement to any new wholly owned entities
that may be created for the purpose of performing efforts on the program.
5. DISCLOSURE AND PROTECTION OF INFORMATION
(a) "Proprietary Information" for purpose of the Agreement, shall be defined as
text, tables, and drawings and other written data which have been identified as
such by (1) appropriate markings on the documents or drawings involved, or (2)
written notice, with attached copies of all documents and complete summaries of
all oral disclosures to which the notice relates, delivered within two (2) weeks
of disclosure to the person designated by either party as a recipient of
proprietary data.
(b) The receiving party agrees that it will protect the proprietary nature of
such information and use such information only during the currency of this
Agreement and only in connection with the preparation of the proposal for the
Program. Such party will use its best efforts to distribute proprietary
information only to those persons within its organization who have a need to
know, and notwithstanding that this Agreement shall have terminated or expired,
to prevent the disclosure thereof for three (3) years subsequent to such
termination or expiration to any person or persons outside its organization(as
may be required for the proposal effort, provided the appropriate, protective
legend is utilized).
Information shall be excluded from the protection of this paragraph when it:
(1) was in the public domain at the time it was disclosed; or
(2) was known to the receiving party at the time of receipt; or
(3) is disclosed with the written approval of the other party; or
(4) is disclosed inadvertently despite the exercise of the same degree of care
as the receiving party takes to preserve and safeguard its own proprietary
information; or
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(5) is disclosed pursuant to judicial action or Government regulations or
requirements and the receiving party has notified the disclosing party prior to
such disclosure and has used its reasonable efforts in a legal manner to contest
and avoid such disclosures; or
(6) becomes known to the receiving party from any source other than the other
party hereto, provided such information was not disclosed to the public or any
other party by way of a breach of the Agreement.
(d) As and between USA and SHI, the foregoing restrictions as to disclosure and
use of proprietary information all expire three (3) years from the date of
Agreement, except, that that in the event a subsequent contract or Agreement is
executed by SHI and USA prior to the expiration of such period, the terms of
such subcontract relating to such type of information shall supersede the
provisions of this Article.
(e) Neither the execution of this Agreement nor the furnishing of any
information hereunder shall be construed as granting, either expressly or by
implication, estoppel or otherwise, any license under any patent which is owned
by or controlled by the party furnishing the information.
6. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Texas.
7. DURATION OF AGREEMENT
This Agreement and all rights and duties hereunder, except for those
specifically set forth in Article 5 hereof, shall cease and terminate upon the
first to occur of the following events:
(a) Upon the mutual written agreement of the parties hereto.
(b) The expiration of one (1) year from the effective date of this Agreement.
(c) The execution of a subsequent contract or Agreement between USA and SHI for
the efforts specifically described in the product of the Agreement.
IN WITNESS WHEREOF the parties hereto have, through duly authorized
representatives, caused this Agreement to be executed as of the day and year
first above written.
UNITED SPACE SPACEHAB, INC.
ALLIANCE
BY: /s/ Xxx Xxxxxxxx BY: /s/ Xxxxxxx X. Xxx
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Xxx Xxxxxxxx Xxxxxxx X. Xxx
Title: Director Contract Title: President
Management and Pricing
