AGREEMENT between CSEM Centre Suisse d’Electronique et de Microtechnique SA Jaquet-Droz 1, 2007 Neuchâtel, Switzerland having an regional office at Untere Gründlistrasse 1, CH-6055 Alpnach Dorf, Switzerland represented by: Dr Ulrich Claessen
EXHIBIT
10.14
AGREEMENT
between
CSEM
Centre Suisse d’Electronique et de Microtechnique XX
Xxxxxx-Xxxx
0, 0000 Xxxxxxxxx, Xxxxxxxxxxx
having
an
regional office at Untere Xxxxxxxxxxxxxx 0, XX-0000 Xxxxxxx Xxxx,
Xxxxxxxxxxx
represented
by: Xx Xxxxxx Claessen
hereafter
referred to as “CSEM”
and
XXXXXXX
X/X
Xxxxxxxxxxxxx
00X, 0000 Xxxxxx Xxxxxx
represented
by: Xx. Xxxxxxxxx
hereafter
referred to as “OSMOTEX”
whereby
the parties to this Agreement are also hereinafter collectively referred to
as
“the Parties” or individually as “the Party”.
Preamble
OSMOTEX
has developed a method for pumping liquids based on electrokinetic effects
and
requiring only small voltages. Seeking to utilize the principle for microfluidic
systems, OSMOTEX contacted CSEM in January 2004 in order to miniaturize the
pumping system. OSMOTEX at that point was attracted by CSEM’s expertise in
microfluidics and microfabrication. In a first project towards the end of 2004
a
functional model of a microfluidic pump based on OSMOTEX’ principle could be
demonstrated. Simulation and design of the system were done at CSEM in Alpnach
with input from OSMOTEX, the components were microfabricated at CSEM in
Neuchâtel, and the final system was assembled using microbeads as active
elements at CSEM in Alpnach. The final testing of the assembled systems was
done
at CSEM’s microfluidic laboratory in Alpnach in a combined effort by employees
from OSMOTEX and CSEM. In a second, currently running project, improved,
completely microfabricated microfluidic pumps are being elaborated. Again
simulation, design, fabrication, and characterization are being conducted at
CSEM with active input from OSMOTEX. In the long run, OSMOTEX plans to establish
its R&D activities in Central Switzerland by founding a Swiss branch of
OSMOTEX in close vicinity to CSEM in Alpnach. In a first phase OSMOTEX would
now
like to intensify the collaboration with CSEM by renting office space and
laboratory usage at CSEM in Alpnach for two people starting September 5, 2005.
OSMOTEX will require usage of the chemistry and microfluidic/microscopy
laboratory in Alpnach, as well as R&D support.
1. Purpose
of the Agreement
The
purpose of this Agreement is to define the conditions under which CSEM shall
provide services and support to OSMOTEX in the field of microfluidic and
microfabrication.
CSEM’s
services are divided into the following
categories
|
·
|
Office
space in Alpnach for two employees of
OSMOTEC
|
|
·
|
Laboratory
usage in Alpnach
|
|
·
|
Basic
assistance to office and laboratory usage in
Alpnach
|
|
·
|
R&D
support and microfabrication
|
2. Office
space in Alpnach for two staff members of OSMOTEC
2.1 Description
CSEM
will
make available to two staff members of OSMOTEC (Xx. Xxxxx Xxxxxx and Xx. Xxxxxx
Xxxxxx) the following items:
|
a)
|
12
square meters office space within CSEM’s 4th
floor office in Alpnach
|
|
b)
|
Two
office units, each including desk, drawer unit, open shelf high,
lockable
shelf low, telephone unit, internet
connection
|
|
c)
|
Cafeteria
usage including free drinks and
sweets
|
|
d)
|
Meeting
room usage by signing into list
|
|
e)
|
Joint
use of CSEM’s parking area outside of the building for up to two
cars.
|
2.2 Conditions
Each
of
OSMOTEX’s concerned staff members must sign a specific non-disclosure and
non-use agreement in order to protect all confidential information of CSEM
which
they might obtained in any form during their stay at CSEM’s
premises.
Osmotex’s
staff members are required to follow security regulations imposed by CSEM.
Currently these include
|
-
|
Activation
of the Windows XP firewall on all computers connected to the CSEM
network;
|
|
-
|
Keeping
all Windows safety patches updated on all computers connected to
the CSEM
network;
|
|
-
|
Installing
and maintaining a current virus scanner on all
computers;
|
|
-
|
Not
providing any web services (FTP, mail, http, IRC, file sharing,
peer-to-peer networks, ...) on computers connected to the CSEM
network;
|
|
-
|
Installation
of wireless LAN hardware only in accordance with
CSEM;
|
|
-
|
Ongoing
information to the IT correspondent of CSEM, Div A, about OSMOTEX
computers that can connect to the CSEM network including computer
name,
type, operating system, name and contact of responsible
person.
|
Additionally
Osmotex’s staff members are requested to use the internet connection only for
usual business activities. Excessive data transactions are to be
avoided.
CSEM
may
block internet usage for Osmotex’s staff members if these rules and guidelines
are not followed.
2.3 Price
For
the
services described in Section 2.1, OSMOTEC shall pay CSEM the following lump
sum
plus VAT-tax to be paid additionally:
per
person
for a
one (1) year period CHF
8’000
This
lump
sum includes the items according to Section 2.1 a) to e) and a cost contribution
to infrastructure, maintenance
such as
cleaning, toilets, electricity and alarm system.
Not
included are IT services, such as backups and maintenance as well as telephone
bills for monthly connection and costs for calls.
3. Laboratory
Usage
3.1 Description
CSEM
will
allow the two concerned staff members of OSMOTEX as mentioned in Section 2
to
work in CSEM’s laboratory:
|
-
|
Microfluldics/microscopy
laboratory, including usage of light microscope, stereo microscope,
image
acquisition system
|
|
-
|
Chemistry
laboratory usage, including usage of equipment (such as oven, flow
hood,
centrifuge, pH-meter, conductometer, scales), consurnables (such
as ultra
pure water, PDMS, basic chemicals, glassware, pipette tips, cotton
swabs),
and storage space (such as refrigerator, desiccator, chemical cabinet).
Special chemicals will have to be acquired by
Osmotex.
|
3.2 Conditions
|
-
|
Scheduling
of CSEM’s Laboratories shall be done to Xx. Xxxxx Xxxxxxxxx one week in
advance.
|
|
-
|
OSMOTEX,
respectively its staff members, will use CSEM’s Laboratories at its own
risks and will be responsible for sufficient health and accident
insurance
covering its staff members working in the premises of
CSEM.
|
|
-
|
OSMOTEX
warrants that its staff members who will perform work in CSEM’s
Laboratories are appropriately skilled and qualified for the tasks
assigned.
|
|
-
|
Usage
of chemicals within CSEM localities not provided by CSEM must be
in
agreement with CSEM’s responsible for chemicals in Alpnach (Xx. Xxxxxx
Xxxxxxx).
|
3.3 Price
For
the
laboratory usage as described in Section 3.1, OSMOTEC shall pay CSEM the
following lump sum plus VAT-tax to be paid additionally:
For
a
one
(1) year
period but not exceeding 500 hours CHF
6’000
4. Basic
Assistance
4.1 Description
CSEM
will
provide at OSMOTEX’s staff members request
|
-
|
assistance
regarding basic questions about laboratory usage and introduction
to
equipment
|
|
-
|
ordering
of equipment and consumables
|
4.2 Conditions
|
-
|
All
orders of chemicals and chemical laboratory supplies must be done
in
writing using the existing form through Xx. Xxxxxx
Xxxxxxx.
|
|
-
|
Orders
of other items should be done by Osmotex directly, and can be assisted
by
Xx. Xxxx Xxxxxxx, if requested by
Osmotex.
|
4.3 Price
For
basic
assistance as described in Section 4.1, OSMOTEC shall pay CSEM the following
lump sum plus VAT-tax to be paid additionally:
For
a one
(1) year period but not exceeding 60 hours/year CHF
13’000
5. R&D
support
CSEM
will
provide at OSMOTEX’s request
|
a)
|
Contribution
to Discussions and assistance in
experiments
|
On
an
hourly basis at CHF 220 / hour
|
b)
|
Fabrication
of components at Comlab or CSEM mechanical
workshop
|
Based
on
separate offers and purchase orders
6. Payment
terms
CSEM
will
xxxx the prices in
Section
2.3 (CHF 16’000 for two staff members)
Section
3.3 (CHF 6’000 for 12 months)
Section
4.3 (CHF 13’000 for 12 months)
for
a
total annual amount of CHF 35’000 on a monthly basis of CHF 2’916. plus
VAT.
R&D
support according to Section 5 will be billed separately at the beginning of
each month for the precedent month.
Prices
for fabrication of components according to Section 5 shall be paid 50% after
ordering and 50°% upon completion of fabrication.
OSMOTEC
shall pay CSEM’s invoices at 30 days net from the date of the
invoice.
7. Term
and termination
This
Agreement shall become effective upon date of signature and shall be valid
for
one (1) year period starting September 1st,
2005.
This
Agreement shall be automatically renewed for additional successive one (1)
year
periods, unless written notice of non-renewal is received by the other Party
no
less than three (3) months prior to the expiration of the then current
term.
8. Modifications
This
Agreement contains the entire agreement between the Parties concerning the
subject matter, and supersedes any prior oral or written agreements between
them
concerning such subject matter. This Agreement may not be modified, altered
or
amended except by an instrument in writing signed by both Parties.
9. Applicable
law and jurisdiction
This
Agreement shall in all respects be governed by and interpreted according to
the
laws of Switzerland.
The
place
of jurisdiction shall be Neuchâtel, Switzerland.
Prior
to
initiating litigation, the parties shall make a good faith attempt to resolve
their dispute via mediation and commit to attending at least one mediation
session, provided, however, that either party reserves the right to initiate
court proceedings at any time.
IN
WITNESS WHEREOF,
the
Parties hereto have caused this Agreement to be executed in duplicate originals
by their duly authorized representatives on the respective dates entered
below.
For
CSEM
Centre Suisse d’Electronique et de Microtechnique SA
Date
: 5/5/2005 /s/
U.
Claessen
/s/
_____________________
For
OSMOTEX /s/
Rag T. Breistein
Date: 6/9/2005
