Exhibit (10)(h)
Strategic Alliance Agreement
between
Startech Environmental Corp. (Startech), a Connecticut Corporation with its
principal office at 00 Xxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 and
The Xxxxxx-Xxxxxxxx Company (EBCo), with its principal office at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000-0000.
Whereas, Startech has developed and commercialized a proprietary system and
process for the destruction, remediation, reduction and recycling of various
waste streams, including those characterized as hazardous and non-hazardous
waste, also including, but not limited to military munitions radioactive waste,
utilizing its Plasma Waste Converter (PWC) systems, and
Whereas, EBCo is a pre-eminent, worldwide explosives manufacturing, engineering
and service company having extensive experience, knowledge and expertise in the
field of advanced explosives, detonation, blasting, and ordnance science and
technologies, and
Whereas, both Parties hereto believe that it is in their mutual interest to work
together to obtain contracts, the purpose of which is to sell services,
equipment, products and facilities, of both Parties, that will process and
destroy various forms of Demilitarization wastes and materials, unexploded
ordnance with the use of Startech PWC systems in both stationary and mobile
configurations that also use EBCo's products and services,
Now Therefore, Startech and EBCo hereby agree to form a Strategic Alliance to
mutually seek opportunities that utilize the Startech PWC systems and utilize
EBCo's products, services, know-how and experience in EBCo's field of its
expertise, the desired purpose of which is to produce sales and secure contracts
that result form these opportunities.
1.0 Implementation
------------------
1.01 Startech agrees to cooperate with EBCo and EBCo agrees to cooperate with
Startech to promote the securing of contracts and sales utilizing Plasma Waste
Converter Process and EBCo's products and services.
2.0 Period of Agreement
-----------------------
2.01 This Strategic Alliance Agreement shall commence on March 24, 1998 and
extend for a period of three (3) years thereafter. Further it shall be
automatically renewed for unlimited three (3) year extensions unless sixty (60)
days prior to the initial expiration date, or sixty (60) days period to any
three (3) year extension, a Party hereto notifies in writing the other Party of
its intent to terminate the agreement at the end of the then current agreement
period. Such notification must be posted and U.S. postmarked (first class or
faster mail) sixty (60) or more days prior to the expiration of the then current
contract period.
3.0 Common Undertakings
-----------------------
3.01 Both Parties agree with each other that they will:
a. i. Use their best efforts (including where appropriate the resources
of their Associate Companies) to obtain contracts and sales for
the application of the Startech Plasma Waste Converters and for
EBCo's products and services.
ii. Do all such other acts as may be in the best interests of
furthering the objectives of this Agreement.
iii. Cooperate and liaise in all respects with any employee, duly
authorized representative or agent of the other Party (and/or its
Associate Companies) in connection with furthering the objectives
of this Agreement;
b. Conduct its business in accordance with the highest business standards
and not perform any act which will or may reflect adversely upon the
business integrity or goodwill of the other Party (or its Associate
Companies);
c. Not make any promises or representations or give any warranties or
guarantees in respect of the capabilities of the other Party (or its
Associate Companies) which have not been authorized either under the
terms of this Agreement or, if outside the terms of this Agreement,
specifically authorized in writing regarding the inquiry of a
potential Client or Contract concerned;
d. Immediately notify the other Party of any observations or complaints
made by clients in respect of the performance of said Party but not
without prior written authority of that Party, either make admissions
to customers on the merits of or make any settlement of any claims
arising out of such observations or complaints. However either Party,
without reference to the Party whose performance is the subject of
such an observation or complaint, can at its own expense, if it deems
it appropriate, rectify the cause of any complaint from a client, that
is qualified so to rectify. Under such circumstances, a report and
details of the rectification work carried out must be promptly
transmitted to the other Party;
e. also, each Party will promptly inform the other, by written memo,
identifying specific potential customers contracted who may employ the
products and services of both the Parties.
4.0 Secrecy
-----------
4.01 The Parties to this Agreement to maintain strict confidentiality regarding
all confidential information and disclosures that come into their possession
regarding the other Party during the period of this agreement and for three (3)
years thereafter, regardless of the reason for the conclusion of the Agreement.
5.0 Intellectual Property Rights, Inventions and Patents
--------------------------------------------------------
5.01 Unless otherwise agreed, title and copyright of anything newly developed by
either Party for a Contract resulting from a Contract resulting from this
Agreement will remain with the developing Party. Under such circumstances,
however, the developing Party grants to the other Party an unrestricted free of
charge license to use the developed Item for the purpose for which it was sold
providing it is not in competition with the developing Party.
5.02 If a joint innovative development involving both Parties is require under a
Contract, such development will be the subject of shared intellectual property
rights and joint patent application if and where appropriate. However, by mutual
consent one Party can "buy out" the other Party's intellectual property
rights/copyright.
6.0 Disputes
------------
6.01 All disputes, differences or questions arising out of this Agreement as to
the rights and liabilities of the parties hereto or as to the construction or
interpretation hereof shall be referred to he decision of a single arbitrator to
be agreed between the parties or in default of agreement appointed at the
request of either Party by the then President for the time being of the American
Arbitration Association. Arbitration shall take place in English, in the State
of Connecticut, unless mutually agreed otherwise.
7.0 Insurance and Indemnities
-----------------------------
7.01 Each Party shall carry al necessary insurance required by (a) the laws of
their country of operation and the United States and (b) the requirements of
each Contract..
7.02 Each Party shall indemnify and hold harmless/waive subrogation right
against the other Party relating to liens, claims or other charges on goods and
property, loss or damage to that Party's property, except where due to the
negligence of the other Party, arising out of actions in connection with this
Agreement or any Contract entered into as a result of it; loss or damages to any
deliverables under any Contract whilst such deliverables are in the custody of
that Party; death or injury to any employee of that Party or damage to the
property of the Party's employees; etc..
7.03 Minimum insurance for any one event shall be in accordance with terms of
each Proposal/contract, entered into by the Parties in accordance with this
Agreement.
8.0 Relationship
----------------
8.01 Nothing in this Agreement shall be deemed to constitute, create, give
effect, or to otherwise recognize a joint venture, partnership or formal
business entity of any kind, and the rights and obligations of the Parties shall
be limited to those expressly set forth herein. Nothing in this agreement shall
be deemed to constitute a license.
8.02 Nothing herein shall be construed as providing for the sharing of profits
or losses arising out of efforts of either Party, except as may be provided for
in any resulting contract agreed to between the Parties. The cooperation of the
Parties is for the purpose of complementing their respective capabilities in
securing mutually beneficial contracts..
9.0 Entire Understanding
-------------------------
9.01 This Agreement embodies the entire understanding between the Parties in
relation to marketing and selling their products and services as they relate to
the Startech Plasma Waste Converter Process, and there are no promises, terms or
conditions or obligations oral or written, expressed or implied, other than
those contained herein.
9.02 For the avoidance of doubt, this Agreement does not apply to any Contract
between the Parties except where specifically referenced within such Contract.
10.0 No Compensation
--------------------
10.01 It is hereby expressly agreed between the Parties hereto that, without
prejudice to any rights which shall have accrued to either Party, neither Party
shall be liable to compensate the other for termination in accordance with
Clause 11.0.
11.0 Termination
----------------
11.01 Either Party shall have the right at any time by giving notice in writing
to the other Party to terminate the Agreement forthwith in the event of any of
the following:
a. If the other Party commits a material breach of any of the terms or
conditions of this agreement and fails to remedy the same within 30
days of being requested to do so in writing by the other Party, or
such other time period as may be agreed between the Parties as being
reasonable under the prevailing circumstances;
b. If the other Party is unable to pay its debts as they fall due or a
petition is presented or a meeting convened for the purpose of winding
up that Party or the Party enters into liquidation where other
compulsory or voluntarily or compounds with its creditors generally
has a receiver appointed of all or for any part of its assets or takes
or suffers any similar action in consequence of debt.
11.02 Either Party shall have the right to terminate for convenience after a
period of eighteen (18) months from commencement date.
11.03 If terminated for convenience by either Party, both Parties to this
Agreement shall honor all outstanding valid proposals and contractual
obligations existing at the date of termination.
11.04 If terminated by one Party due to any of the reasons defined in Clause
11.01, the Party in default will forfeit any rights requiring the other Party to
honor any outstanding commitments under the terminated Agreement.
12.0 Applicable Law
-------------------
12.01 The law of the State of Connecticut shall govern this Agreement and the
parties agree that any Connecticut Court of competent jurisdiction shall be a
proper venue for the bringing of any and all claims relative to this Agreement.
13.0 Publicity
--------------
13.01 Neither Party will disseminate or publish technical papers, trade journal
publications, or news releases related to this Agreement without prior written
consent of the other Party
In witness whereof this Agreement has been entered into on the April 20, 1998.
Signed (for and on behalf of Startech)
/S/ Xxxxxx X. Xxxxx 17 APR 98
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Xxxxxx X. Xxxxx, President Date
Signed (for and behalf of EBCo)
/S/ Xxxxxxx X. Xxxxx 17 April 1998
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First M. Last, Title Date
Xxxxxxx X. Xxxxx
Vice-President
