EXHIBIT NUMBER 6.10
SERVICE AND SPACE AGREEMENT
THIS AGREEMENT, made the _____ day of _________________,
1997 by and XXXXXX X. XXXX, XX., 0000 Xxx. 000, Xxxxxxxxxx,
Xxx Xxxx 00000 (the _Owner_), XXXXXX XXXX CHEVROLET-
OLSMOBILE-PONTIAC, INC., a New York Corporation with offices
at 0000 Xxx. 000, Xxxxxxxxxx, Xxx Xxxx 00000 (the
_Provider_) and TORVEC, INC., a New York Corporation with
offices at 00 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000
(_Torvec_).
W I T N E S S E T H :
WHEREAS, Owner is the owner of Premises located at 0000 Xxx.
000, Xxxxxxxxxx, Xxx Xxxx consisting of eight acres of land
on which there is located a building of approximately 17,000
square feet (the _Premises_), and
WHEREAS, the Provider occupies the Premises as an automobile
dealership and fully equipped repair department and body
shop (the _Facility_), and
WHEREAS, Torvec is a development company engaged in the
development of patented products which will be utilized as
components of motor vehicles and as a new type of vehicle,
and in multiple other applications, and
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WHEREAS, the Parties desire that the Provider make the
Facility available to Torvec and utilize Provider's
personnel to construct, assemble and install Torvec's
products into vehicles,
NOW THEREFORE, it is agreed as follows:
1. The Owner and the Provider warrant and represent
that they are the sole owners of the Facility as it is above
described and agree that Torvec shall have the use of so
much of the Facility as is required by Torvec from time to
time to store goods of Torvec and to permit the Provider to
construct, assemble and install Torvec's products into
vehicles, including but not limited to the FasTrack.
2.Provider warrants and represents that equipment at
the Facility includes a computer system, service department,
specialized equipment and tools with above-ground lifts
(D.E.C. approved), one of which has a 28,000 pound capacity
for trucks and buses, and an eight bay body shop complete
with paint room and Kansas Xxxx straightening machine and a
two floor parts department. Provider further warrants and
represents that its staff consists of thirty members,
including sales managers, office staff, mechanics and a
computer programmer, all of whose services will be employed
by Provider in fulfilling its obligations under this
Agreement.
3.Provider agrees:
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(A)To provide office space as needed to Torvec,
not to exceed ____________ square feet.
(B)To provide all utilities, including a telephone
system with an after-hour answering service.
(C)To construct, assemble and install the
Company's products into various vehicles, including the
FasTrack, and to devote so much of the space at the Facility
and as many of its personnel as are required to promptly
meet the reasonable needs of Torvec.
(D)To maintain the Facility and keep it in good
repair.
(E)To designate Torvec as an additional insured on
Provider's general liability insurance.
(F)To take all reasonable actions to secure the
Facility against theft of Torvec's products or technology.
4.Torvec agrees:
(A)To provide the designs for all products being
constructed or installed by Provider.
(B)To provide the inventory for all products,
which inventory shall, at all stages of assembly or
production remain the property of Torvec.
(C)To provide the training required by Provider's
personnel to properly render the services which Provider is
obligated to render under this Agreement, it being
understood that initially Xx. Xxxxx Xxxxxxxx will provide
such training but Torvec shall have the right to designate
one or more additional individuals to provide.
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5.The parties agree that Provider is an independent
contractor and neither Provider nor his employees shall be
an employee, agent, servant or representative of Torvec.
Provider shall have no authority to transact business,
enter into agreements or otherwise make commitments on
behalf of Torvec. Provider shall be responsible for the
payment of all taxes, worker's compensation benefits and
other fringe benefits of the employees of Provider who are
engaged in fulfilling Provider's obligations under this
Agreement.
6.Provider and Owner have been advised that Torvec is
a development company engaged in the development of
commercial applications of new patented products. Provider
and owner have agreed that all patents, designs and
technology relating to the Products, as well as all
marketing plans, customer and supplier lists are
confidential proprietary information of Torvec (Confidential
Information). Neither Owner nor Provider will claim any
ownership interest in any such proprietary and Confidential
Information and agree to use such Information as is provided
to them for the sole purpose of performing their obligations
under this Agreement. They will limit dissemination of this
Confidential Information to only those employees who have a
need to know to perform the limited tasks assigned to them.
Such Confidential Information will not be copied and will be
returned to Torvec upon expiration of this Agreement. The
parties have agreed that Torvec would be irreparably harmed
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by a violation of this paragraph of this Agreement and that
an action for damages may not be an adequate remedy and that
Torvec may seek an injunction in addition to any other
remedies available at law to enforce this Article 6 of this
Agreement.
7.Owner represents and warrants that he has a binding
and irrevocable option to purchase 80 acres of land adjacent
to the Premises and fronting on Rte. 104, which acreage
contains ponds, swamps and xxxxx suitable for testing
vehicles containing products of Torvec. One year from the
effective date of this Agreement, Owner will transfer and
convey said 80 acre parcel to Torvec free of liens and
encumbrances for the sum of $350,000.00 which Torvec agrees
to pay. Owner warrants and represents that use of said 80
acre parcel to test Torvec's vehicles will not violate any
zoning law or restriction running with the land.
8.For services and space to be provided by Provider and
Owner pursuant to this agreement, Torvec agrees to pay
Provider the sum of $630,000.00 in twelve equal monthly
installments. The first and last monthly payments have been
paid and Owner and Provider acknowledge that fact by
executing this Agreement. Owner and Provider acknowledge
that they have been advised that pursuant to the Securities
Act of 1933 Torvec is seeking to complete an initial public
offering of its stock and this Agreement shall become
effective on the date on which the proceeds of such public
offering are distributed to Torvec. The initial term of
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this Agreement shall be one (1) year. Torvec shall have the
option on four separate occasions to extend this Agreement
on the same terms for additional periods of one year each,
provided that Provider is given notice in writing of the
exercise of this option no less than ninety (90) days prior
to the date on which the original term of this Agreement or
any extension thereof would terminate.
9.Any dispute arising out of or relating to this
Agreement other than disputes pursuant to Article 6 above
shall be settled by arbitration. Such arbitration shall be
governed by the rules of commercial Arbitration of the
American Arbitration Association and shall be conducted at
Rochester, New York. Any award granted in such arbitration
shall be final and binding upon the parties and may be
enforced in accordance with Article 75 of the Civil Practice
Law and Rules of the State of New York.
10.This Agreement has been entered into in the State of
New York and its validity and interpretation shall be
governed by and in accordance with the laws of that State.
11.This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors but
neither party shall have the right to assign or transfer any
right or obligation under this agreement to any third party
without the prior written consent of the others. A
combination of Torvec with another entity shall not be
deemed an assignment.
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IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement on the date first above written.
_____________________
Xxxxxx X. Xxxx, Xx., Owner
XXXXXX XXXX
CHEVROLET-OLDSMOBILE-
PONTIAC, INC.
By:____________________________
Provider
TORVEC, INC.
By:____________________________
Torvec
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