TEAMING AGREEMENT
This
Teaming Agreement (this “Agreement”),
effective as of February 22, 2006, made by and
among
The University of Texas System (“UTS”),
The
University of Texas of the Permian Basin (“UTPB”),
The
University of Texas at Austin (“UTAUS”),
The
University of Texas at Arlington (“UTA”),
The
University of Texas at Dallas (“UTD”),
The
University of Texas at El Paso (“UTEP,”
collectively with UTS, UTPB, UTAUS, UTA and UTD, the “UT
Institutions”),
the
City of Xxxxxxx, Texas and Xxxxxxx County, Texas (collectively, “Andrews”),
the
Midland Development Corporation (“Midland”),
the
Odessa Development Corporation (“Odessa,”
collectively with Andrews and Midland, the “Permian
Basin Entities”),
Thorium Power, Inc., a Delaware corporation, headquartered in McLean, Virginia
(“Thorium
Power”)
and
General Atomics, a California corporation, headquartered in San Diego,
California (“GA”)
sets
forth the duties and obligations regarding the cooperation of the parties to
this Agreement with regard to the preparation and finalization of the
Pre-Conceptual Design (the “PCD”)
of a
proposed state-of-the-art nuclear reactor research facility to be known as
the
High- Temperature Teaching and Test Reactor (“HT3R”).
Recitals
A. The
proposed mission of HT3R
will be
to operate as a “national user facility” to: (1) educate and train the next
generation of high-temperature and nuclear scientists and engineers, (2) perform
basic and applied nuclear research, (3) support the engineering, design,
licensing, construction and operation of the Department of Energy’s Next
Generation Nuclear Plant, (4) optimize the economic high-temperature production
of hydrogen, synthetic fuels and other materials, (5) significantly increase
the
efficiency of electricity production in power plants, and (6) to the extent
shown technically feasible and economically effective by the PCD, explore the
use of proliferation resistant fuels, including thorium-based
fuels.
B. Each
of
the UT Institutions is an institution of higher education located within the
State of Texas with a goal of advancing scientific education and research in
the
State of Texas.
C. The
Permian Basin Entities located in close proximity to each other desire to
provide the opportunity for economic development, particularly as it relates
to
the future of the energy industry in the Permian Basin thereby adding economic
opportunities for their citizens and businesses in the region.
D. Thorium
Power is a corporation that is involved in the design of proliferation
resistant, thorium-based nuclear fuels and is interested in being involved
in
the design of thorium-based nuclear fuels for use in the HT3R.
E. GA
is a
corporation with significant experience in the design and operation of
state-of-the-art nuclear reactor facilities worldwide.
F. Each
party to this Agreement believes that completion of the PCD is a necessary
prerequisite to a fully informed decision to pursue engineering, licensing
and
construction of the HT3R.
G. All
parties to this Agreement recognize that a teaming agreement will provide a
strong structure for the successful completion of the PCD by allowing each
party
to complement the unique capabilities of the other, and set forth clear
value-added roles for each party participating in the process.
Agreement
1. PCD
Activities. This
Agreement relates solely to the parties desire to work collaboratively together
to complete the PCD. In the event some or all of the parties elect to pursue
further work on the HT3R
beyond
completion of the PCD, a new teaming agreement will be executed.
1.1. Fundraising/Payment
of PCD Costs.
The
parties estimate that completion of the PCD will cost approximately $3 million.
UTPB will be primarily responsible for raising the funds necessary to complete
work on the PCD. All money raised in support of PCD activities will be donations
to UTPB (the “PCD
Donations”).
All
parties making a PCD Donation under this Agreement acknowledge and agree
that:
1.1.1. UTPB
will
treat the PCD Donations as donations to UTPB, but each party making a PCD
Donation is solely responsible for their own classification of the expense
or
accounting and tax treatment of the PCD Donation made by them;
1.1.2. so
long
as the PCD Donations are expended for the PCD, all PCD Donations are
non-refundable;
1.1.3. subject
to the terms and conditions of this Agreement, UTPB will have sole discretion
to
expend the PCD Donations in support of the PCD; and
1.1.4. other
parties to this Agreement will receive funds from the PCD Donations for work
completed on the PCD.
As
recipient and administrator of the PCD Donations, UTPB will be solely
responsible for and have sole discretion over expenditure of the PCD Donations
for services rendered with respect to the PCD. Any party to this Agreement
wishing to claim expense reimbursement for work on the PCD will submit such
request for reimbursement to UTPB. Each party to this Agreement acknowledges
and
agrees that under a cost-basis contract it will not be entitled to claim
reimbursement for any overhead or similar charges related to their participation
in the PCD. Each party seeking reimbursement will submit to UTPB a detailed,
line item invoice. No party may seek payments under this Agreement exceeding
an
aggregate amount of $1.5 million. In no event will UTPB be responsible to pay
any party for any expenses incurred in excess of the amount of PCD
Donations.
1.2. PCD
Content.
The PCD
will be composed of three distinct sections: (a) a technical and design plan
for
the HT3R;
(b) a
business plan for management and operation of the HT3R;
and
(c) an academic plan for UTPB’s role as host institution of the HT3R
as
detailed in Section
1.4
below.
Each of the parties to this Agreement agree to work cooperatively together
to
promptly complete the PCD with individual parties being primarily or exclusively
responsible for certain elements of the PCD as specified in Sections 1.3 and
1.4
below.
2
1.3. GA
-
PCD Manager.
GA will
serve as the manager of work on the PCD. As the manager of the PCD, GA will
be
responsible for production of the final PCD documentation and will ensure the
completion of the technical and design plan and the business plan. In preparing
the PCD documentation, GA will actively consult with the other parties hereto
and seek to incorporate the input of the other parties into the final PCD
documentation. Each of the other parties to this Agreement agrees to reasonably
assist and provide input to GA as reasonably requested to complete the PCD.
GA
agrees to provide timely reports to the single point of contact for the Permian
Basin Entities designated in Section
10
of this
Agreement on the status of the PCD.
1.4. UTPB
-
Host Institution.
The PCD
will specify UTPB as the host institution for the HT3R.
The
PCD will be constructed such that UTPB is proposed to be the owner and operator
of the HT3R.
As
owner and operator of the HT3R
and
host institution of the HT3R
project, UTPB will be primarily responsible for the academic plan contained
in
the PCD. In the PCD, UTPB will specify the faculty, educational administrators,
programs, institutes, degrees, colleges, schools and collaborations necessary
to
academically support the HT3R.
1.5. Role
of UTS Institutions.
The UT
Institutions, other than UTPB, will support UTPB in designing and specifying
the
role of UTPB as host institution and support UTPB efforts to construct an
academic plan in support of that role. Each UT Institution will designate a
single point of contact as specified in Section
10
of this
Agreement to work with UTPB towards this goal. As requested, UTS will use its
existing relationship with Sandia National Laboratories (“Sandia”)
to
access consulting services from Sandia to support PCD activities.
1.6. Role
of Permian Basin Entities.
In
conjunction with the execution of this Agreement, the Permian Basin Entities
have agreed to make a PCD Donation as follows:
|
Andrews
|
$500,000
|
|
|
Midland
|
$500,000
|
|
|
Odessa
|
$500,000
|
The
PCD
Donations by the Permian Basin Entities are made with the following conditions:
1.6.1. The
Permian Basin Entities will assist GA and UTPB to the extent reasonably
requested by GA and UTPB in connection with the completion of the business
plan
contained in the PCD, except that the financial obligation of the Permian Basin
Entities is limited to $500,000 each as shown in Section
1.6
above.
1.6.2. Each
of
the Permian Basin Entities will designate a single point of contact as set
forth
in Section
10
of this
Agreement for providing reasonably requested assistance in preparing the
business plan in the PCD.
3
1.6.3. The
Permian Basin Entities will provide advice on location of the HT3R,
local
business involvement in construction and operation of the HT3R
and
general economic advice concerning the PCD. Andrews, in consultation with UTPB
and GA, will advise and consent to the proposed location of the HT3R,
consistent with the site criteria set forth in the PCD and subject to the
design, licensing and final engineering plans.
1.6.4. Within
16
calendar days of the execution of this Agreement by all parties, Andrews,
Midland and Odessa will each provide to UTPB the PCD Donation committed under
Section
1.6
above,
except that no funds shall be provided until UTPB has notified Andrews, Midland
and Odessa, in writing, that commitments for the $3 million needed for the
PCD
as detailed in Section
1.1
above
have been secured from all sources on or before April 30, 2006.
1.6.5. The
parties to this Agreement intend for the HT3R,
if
constructed, (a) to result in significant research activities related to the
HT3R
being
located at the UTPB Center for Energy and Economic Diversification (CEED) in
Midland County along with research, academic and other activities in Xxxxxxx
County and on UTPB campus in Odessa and, (b) subject to appropriate approvals
and to the extent practical, and within requisite capabilities, involve the
community colleges in Midland, Odessa and Andrews for technical workforce
training and educational programs.
1.6.6. Each
of
the Permian Basin Entities also agrees to work with the other parties to this
Agreement to ensure an active and continuing public discourse regarding the
PCD
and the HT3R
among
the citizenry and businesses of the Permian Basin.
1.7. Role
of Thorium Power.
In
conjunction with the execution of this Agreement, Thorium Power agrees to make
a
PCD Donation of $1.25 million dollars. In addition, upon request Thorium Power
agrees to make its expertise in thorium fuel and thorium fuel designs available
to GA and UTPB on those elements of the PCD that will address the testing of
new
fuel and fuel cycles in the HT3R.
To the
extent that the PCD will address specific thorium fuel designs, Thorium Power
will, through consultation with GA, be responsible for contributing to those
designs. In addition, to the extent that the PCD may address issues particular
to the use of thorium fuel experiments in conjunction with hydrogen generation
experiments, Thorium Power will provide its expertise to GA. Any services
provided by Thorium Power as a result of its obligations under this Section
1.7
will be
provided by Thorium Power on terms to be mutually agreed upon with UTPB and
GA
prior to the provision of such services. Thorium Power will designate a single
point of contact for the delivery of such consulting services as set forth
in
Section
10
of this
Agreement.
1.8. Where
possible, practicable and relevant, each party to this Agreement will give
reasonable advance notice to the other parties to this Agreement of, and permit
participation of such parties in, significant meetings, communications and
discussions about the HT3R
with
third parties or with other parties to this Agreement.
4
1.9. Subject
to applicable law, including but not limited to Texas state laws on procurement
and contracting, and as is economically feasible and technically prudent, (a)
the Major Parties shall use commercially reasonable efforts to afford the other
parties to this Agreement the opportunity to participate in hydrogen
generation-related reactor projects the Major Parties may become involved in
together in the next five years, and (b) if the HT3R
is
ultimately constructed and operated to use thorium as one fuel source, UTPB
will
seek to use Thorium Power as a supplier of “first resort” of thorium for the
HT3R.
2. Term
and Termination. Except
for the rights and obligations of the parties to this Agreement set forth in
Sections
1.9, 1.10, and 3
through
7
of this
Agreement, all rights and obligations of the parties under this Agreement will
terminate upon the following:
2.1. Notice
from UTPB that it has been unsuccessful in securing funding for the PCD as
set
forth in Section
1.1
of this
Agreement;
2.2. Refusal
by the UTS Board of Regents to approve the participation of the UT Institutions
in this Agreement;
2.3. Upon
written notice by any party to this Agreement that it elects not to pursue
its
role in the PCD. However, only the termination of UTS, UTPB or GA (a
“Major
Party”)
as a
party to this Agreement will terminate the entire Agreement. Termination by
any
other party under this Section
2.3
will
only terminate this Agreement as to such party giving written notice of
termination.
2.4. A
material breach of this Agreement by a Major Party, which remains uncured for
10
business days after written notice of such material breach by another Major
Party. If a party other than a Major Party materially breaches this Agreement,
and such material breach remains uncured 10 business days after notice of such
material breach by a Major Party, this Agreement will terminate as to such
materially breaching party and at the option of UTS may terminate in its
entirety.
2.5. The
expiration of 18 months from the effective date hereof.
3.
Proprietary
Information. The
parties anticipate that performance of this Agreement may require the parties
to
disclose to each other information of a proprietary nature. Therefore, as an
integral part of this Agreement, the parties agree to abide by the following
terms of nondisclosure:
3.1. For
purposes of this Agreement, “Proprietary
Information”
will
mean technical or financial information (a) originated by or otherwise
peculiarly within the knowledge of the party, (b) currently protected against
unrestricted disclosure to others (subject to applicable state and federal
laws,
including the Texas Public Information Act), and (c) pertaining to the PCD.
Nothing herein will restrict the obligation of the UT Institutions, Andrews,
Midland or Odessa to comply with or exercise their discretion to determine
their
obligations under the Texas Public Information Act.
5
3.2. In
consideration for the disclosure of Proprietary Information, the receiving
party
agrees (a) to hold Proprietary Information in trust and confidence and not
disclose the same to any person or persons outside its organization and to
use
commercially reasonable efforts ensure that persons within its organization
who
receive such Proprietary Information agree to comply with the restricted use
and
nondisclosure provisions of this Agreement, and (b) to refrain from using the
same except for the purposes of the PCD without prior approval of the disclosing
party. The parties may disclose Proprietary Information to their contractors,
agents, affiliates, consultants, attorneys and employees thereof who need to
know the Proprietary Information for the purpose set out herein, and who, prior
to such disclosure, indicate their agreement to comply with the restricted
use
and nondisclosure provisions of this Agreement.
3.3. Recipients
of Proprietary Information hereunder will have no obligation or restriction
with
respect to any Proprietary Information if the same is:
3.3.1. in
the
public domain at the time of disclosure, or is subsequently made available
to
the general public without restriction by the disclosing party;
3.3.2.
known
to the
receiving party at the time of disclosure without restrictions on its use or
independently developed by the receiving party, and there is adequate
documentation to demonstrate either condition;
3.3.3. used
or
disclosed inadvertently or accidentally despite the exercise of the same degree
of care that each party takes to preserve or safeguard its own Proprietary
Information;
3.3.4. used
or
disclosed with the prior written approval of the disclosing party;
3.3.5. furnished
by the disclosing party to the U.S. Government with “unlimited
rights;”
3.3.6. disclosed
without restriction to the receiving party from a source other than the
disclosing party, which source has not breached any duty or other obligation
to
maintain such information confidential; or
3.3.7. required
to be disclosed under state or federal law.
If
any
portion of a party’s Proprietary Information falls within any one of the above
exceptions, the remainder will continue to be subject to the foregoing
prohibitions and restrictions.
3.4. All
financial information provided by either party to the other is hereby considered
as Proprietary Information and will need no legend to be protected. All other
Proprietary Information made available in written form by one party to the
other
will be marked with the legend “PROPRIETARY INFORMATION” or an equivalent
conspicuous legend. No sheet or page of any written material will be so labeled
which is not, in good faith, believed to contain Proprietary Information. A
recipient of information hereunder will have no obligation with respect to
any
portion of any written material that is not so labeled, or any information
received visually or orally unless a written summary of such visual or oral
communication, specifically identifying the items of Proprietary Information,
is
furnished to the recipient within 10 business days of
disclosure.
6
3.5.
The
receiving party will only make such copies of the disclosing party’s Proprietary
Information as are reasonable and necessary in carrying out its activities
under
this Agreement. Upon termination of this Agreement or the disclosing party’s
request, each receiving party will promptly return to the appropriate disclosing
party all copies of Proprietary Information subject to any and all public
entities’ record retention and open records obligations.
3.6.
No
rights
or obligations other than those expressly recited in this Agreement are to
be
implied from this Agreement. Except as set forth in Section
3.7
below,
no license, express or implied, will inure to the benefit of the other
participating parties as a result of a patent being granted to one of the
parties for inventions made exclusively be its employees. No license to the
other party, under any patents, is granted or implied by conveying Proprietary
Information or other information to that party and none of such information
that
may be transmitted or exchanged by the respective parties will constitute any
representation, warranty, assurance, guaranty or inducement by any party to
the
other with respect to the infringement of patents or other rights of
others.
3.7. The
PCD
will be owned by UTS. Any intellectual property of a party contained or embedded
in the final draft of the PCD will be irrevocably licensed to UTS on a
non-exclusive royalty-free, fully paid-up basis for the exclusive purpose of
constructing, operating and securing funding for or otherwise relating to UTPB’s
role as host institution of the HT3R.
Nothing herein or in the PCD will grant any party any patent rights in patents
owned by UTS, the UT Institutions, Thorium Power or GA nor any other rights
to
intellectual property owned or developed by a party hereto except to the extent
expressly specified in this Section
3.7.
UTS and
GA agree to work together to cooperatively develop any commercial uses of the
PCD beyond construction of the HT3R;
provided,
however, nothing
herein shall require any party to spend money or designate material resources
to
such efforts.
4. Relationship.
Nothing
in this Agreement will be deemed to constitute, create, give effect to, or
otherwise recognize a joint venture, partnership or fiduciary formal business
relationship of any kind, and the rights, obligations and remedies of the
parties will be limited to those expressly set forth herein. Nothing herein
will
be construed as providing for the sharing of profits or losses arising out
of
the efforts of either or both of the parties.
5. News
Releases. No
written news release will be made to the news media or the general public
relating to the PCD or the HT3R
in
general without the prior written approval of UTS and GA, which approval will
not be unreasonably withheld, conditioned or delayed. The parties agree that
any
breach of this provision regarding news releases will be a material breach
of
this Agreement and any Major Party may seek relief for such breach, including:
(a) immediate termination of this Agreement as to the breaching party, (b)
injunctive relief, and/or (c) monetary damages.
7
|
UTS
contact for press release approval:
|
Xxxxxxx
Xxxxxx
xxxxxxx@xxxxxxxx.xxx
(000)
000-0000
(000)
000-0000 - fax
|
|
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GA
contact for press release approval:
|
Xxxx
Xxxxxxx
Xxxx.xxxxxxx@xxx.xxx
(000)
000-0000
(000)
000-0000 - fax
|
The
parties further agree that news releases made by any of them will, to the extent
practical, recognize the participation and contributions of each party to this
Agreement.
6. Indemnity.
Each
party and its respective employees, agents, subcontractors and consultants
will
obey all applicable laws, rules and regulations. To the extent authorized by
the
laws and Constitution of the State of Texas, each party agrees to indemnify
and
hold harmless each other party from and against all claims by third parties
for:
6.1. damages,
losses, injury or fines that result from that party’s violation of any law, rule
or regulation; and
6.2. property
damage or personal injury (including death) of any of the other parties’
employees or agents, which is caused by any act or omission to act, including
negligence, of the indemnifying party’s employees or agents in connection with
performance under this Agreement.
7. Disputes.
7.1. All
disputes arising under this Agreement, which are not disposed of by the
agreement of the parties, may be decided by recourse to an action at law or
equity in court of competent jurisdiction in the State of Texas. Until final
resolution of any dispute hereunder, the parties will diligently proceed with
the performance of this Agreement.
7.2. The
validity, construction, scope and performance of this Agreement will be governed
by the laws of the State of Texas.
7.3. No
party
will be liable to any other party for any indirect, incidental, exemplary,
punitive, special or consequential damages, however caused, whether as a
consequence of the negligence of another party or otherwise.
8. Assignment.
Except
as
provided below, neither this Agreement nor any interest herein may be assigned,
in whole or in part, by any party without the prior written consent of UTS
and
GA, except that, without securing such prior consent, either party will have
the
right to assign this Agreement to any successor of such party by way of merger
or consolidation or the acquisition of substantially all of the entire assets
of
such party relating to the subject matter of this Agreement; provided,
however,
that
such successor will expressly assume all of the obligations of such party under
this Agreement.
8
9. Entire
Agreement. This
Agreement and any exhibit(s) hereof constitute the entire understanding and
agreement of and between the parties with respect to the subject matter hereof,
and supersede all prior representations and agreements, verbal or written.
It
will not be varied, except by an instrument in writing of subsequent date,
duly
executed by an authorized representative of each party. Paragraph headings
herein are for convenience only and will not limit in any way the scope of
interpretation of any provision of this Agreement.
10. Notice.
Any
notice, consent, demand or request required or permitted by this Agreement
will
be in writing and will be deemed to have been sufficiently given when personally
delivered or deposited in the United States mail, postage prepaid, addressed
as
follows:
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If
to UTS:
|
The
University of Texas System
|
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Attn:
Xxxxx X. Xxxxxxxx
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Vice
Chancellor and General Counsel
|
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000
Xxxx 0xx
Xxxxxx, Mail Code P1500
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Xxxxxx,
XX 00000
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and
to:
|
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The
University of Texas System
|
||
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Attn:
Xxxxxxx Xxxxxx, PhD
|
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Special
Engineering Advisor
|
||
|
Office
of Research and Technology Transfer
|
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000
Xxxxxxxx Xxxxxx, Mail Code P4110
|
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Xxxxxx,
XX 00000
|
||
|
If
to UTPB:
|
The
University of Texas of the Permian Basin
|
|
|
Attn:
President W. Xxxxx Xxxxx
|
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|
0000
X. Xxxxxxxxxx, XX 0000X
|
||
|
Xxxxxx,
XX 00000
|
||
|
and
to:
|
||
|
The
University of Texas of the Permian Basin
|
||
|
Attn:
Xxxxx X. Xxxxxx, PhD
|
||
|
HT3R
Project Manager
|
||
|
0000
X. Xxxxxxxxxx
|
||
|
Xxxxxx,
XX 00000
|
9
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If
to UTAUS:
|
The
University of Texas at Austin
|
|
|
Attn:
Xxxx X Xxxxxxx, PhD
|
||
|
Vice-President
for Research
|
||
|
1
University Station, Mail Code G1400
|
||
|
Xxxxxx
XX 00000
|
||
|
If
to UTA:
|
The
University of Texas at Arlington
|
|
|
Attn:
Xxxxxx X. Xxxxxxxxxxx, Vice President
|
||
|
Office
of Research
|
||
|
000
Xxxxx Xxxx
|
||
|
Xxx
00000
|
||
|
Xxxxxxxxx,
XX 00000
|
||
|
If
to UTD:
|
The
University of Texas at Dallas
|
|
|
Attn:
Xxxx X. Xxxxxxxx, PhD
|
||
|
School
of Natural Science and Mathematics
|
||
|
X.X.
Xxx 000000, XX 00
|
||
|
Xxxxxxxxxx,
XX 00000
|
||
|
If
to UTEP:
|
The
University of Texas at El Paso
|
|
|
Attn:
Xxxx XxxXxxxxx, PhD
|
||
|
000
Xxxx Xxxxxxxxxx Xxxxxx
|
||
|
Engineering
Building Room E-301
|
||
|
El
Paso, TX 79968
|
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|
If
to Andrews:
|
City
of Xxxxxxx
|
|
|
Attn:
Xxxx X. Xxxxxxx, City Manager
|
||
|
000
Xxxxxxx
|
||
|
Xxxxxxx,
XX 00000
|
||
|
If
to Midland:
|
City
of Midland
|
|
|
Attn:
Xxxx Xxxxxxxx, City Manager
|
||
|
X.X.
Xxx 0000
|
||
|
Xxxxxxx,
XX 00000
|
||
|
If
to Odessa:
|
City
of Odessa
|
|
|
Attn:
Xxxxxxx Xxxxxx, City Manager
|
||
|
000
X 0xx Xxxxxx
|
||
|
Xxxxxx,
XX 00000
|
||
|
If
to Thorium Power:
|
Thorium
Power, Inc.
|
|
|
Attn:
Seth Grae
|
||
|
0000
Xxxxxxxxxx Xxxxx, Xxxxx 000
|
||
|
XxXxxx,
XX 00000
|
10
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If
to GA:
|
General
Atomics
|
|
|
Attn:
Xxxxxxx Xxxxx
|
||
|
3550
General Atomics Court, MS 13/269
|
||
|
Xxx
Xxxxx, XX 00000-0000
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11.
Conditions
on Obligations. The
obligations of the parties hereunder, including without limitation the
obligations to prepare the PCD, are subject to the following condition. There
will be no litigation or proceeding pending or threatened against either party
or any of the parties’ officers or employees (a) which is for the purpose of
enjoining or otherwise restricting the activities contemplated by this
Agreement, or otherwise claiming that any such activity is improper, (b) which
would mutually adversely affect the rights and/or capabilities of a party in
respect of such activities or (c) which, in the reasonable judgment of either
GA
or UTS, would make the continuation of such activities inadvisable.
12.
Scope
of Agreement. This
Agreement will relate only to the PCD specified herein, and nothing herein
will
be deemed to:
12.1. confer
any right or impose any obligation or restriction on either party with respect
to any other effort or activity at any time undertaken by any party hereto,
jointly or separately;
12.2. preclude
any party hereto from soliciting or accepting any contract or subcontract for
any third party under any other program or preclude any party from pursuing
similar PCDs or projects independently or in combination with other parties
(subject to the requirements set forth herein);
12.3. limit
the
rights of either party to promote, market, sell, lease, license or otherwise
dispose of its standard products or services, except where such would conflict
with the obligations of the parties under this Agreement; or
12.4. obligate
any party to participate in or proceed with further work related to the
HT3R.
13. Non-Solicitation
of Employees. During
the performance of this Agreement or the resultant PCD, neither party will,
directly or indirectly, hire an employee of any other party without the prior
written approval of the other. Such written approval will not be unreasonably
withheld. This prohibition will extend for a period of 90 days after the
employee’s termination of employment with the other party. The foregoing will
not apply to: (a) employees of any party who have not been substantially
involved in the performance of this Agreement or the resultant PCD; (b) clerical
or administrative employees who are not “exempt” employees within the meaning of
the United States Fair Labor Standards Act; (c) individuals hired as a result
of
the use of an independent employment agency; or (d) individuals hired as a
result of the use of a general solicitation (such as an advertisement, in
newspapers or on radio or television) not specifically directed to the employees
of any party.
[Signature
Pages Follows]
11
IN
WITNESS WHEREOF, the
parties hereto have signed this Agreement, or have caused
this Agreement to be signed in their respective names by an officer, hereunto
duly authorized, as of the date first written above.
| UTS: | UTPB: | ||||
| The University of Texas System | The University of Texas of the Permian Basin | ||||
|
By:
 |
By:
 |
||||
|
Xxxx
X. Xxxxx
Chancellor
|
W.
Xxxxx Xxxxx
President
|
||||
| UTAUS: | UTA: | ||||
| The University of Texas at Austin | The University of Texas at Arlington | ||||
|
By:
 |
By:
 |
||||
|
Xxxxxxx
X. Xxxxxx, Xx.
President
|
Xxxxx
Xxxxxxxx
President
|
||||
|
UTD:
|
UTEP:
|
||||
|
The
University of Texas at Dallas
|
The
University of Texas at E1 Paso
|
||||
|
By:
 |
By:
 |
||||
|
Xxxxx
X. Xxxxxx
President
|
Xxxxx
X. Xxxxxxxxx
President
|
||||
|
Andrews
|
Midland
|
||||
|
City
of Xxxxxxx
|
Midland
Development Corporation
|
||||
|
By:
|
By:
|
||||
|
Xxxxxx
Zap
Mayor
|
Xxxx
Xxxxx
President
|
||||
Signature
Page to Teaming Agreement
IN
WITNESS WHEREOF, the
parties hereto have signed this Agreement, or have caused
this Agreement to be signed in their respective names by an officer, hereunto
duly authorized, as of the date first written above.
|
UTS:
|
UTPB:
|
||||
|
The
University of Texas System
|
The
University of Texas of the Permian
Basin
|
||||
|
By:
|
By:
 |
||||
|
Xxxx
X. Yoduf
Chancellor
|
W. Xxxxx Xxxxx President
|
||||
|
UTAUS:
|
UTA:
|
||||
|
The
University of Texas at Austin
|
The
University of Texas at
Arlington
|
||||
|
By:
|
By:
|
||||
|
Xxxxxxx
X. Xxxxxx, Xx.
President
|
Xxxxx Xxxxxxxx President
|
||||
|
UTD:
|
UTEP:
|
||||
|
The
University of Texas at
Dallas
|
The
University of Texas at E1
Paso
|
||||
|
By:
|
By:
|
||||
|
Xxxxx
X. Xxxxxx
President
|
Xxxxx
X. Xxxxxxxxx
President
|
||||
|
Andrews:
|
Midland:
|
||||
|
City
of Xxxxxxx
|
Midland
Development
Corporation
|
||||
|
By:
 |
By:
 |
||||
|
Xxxxxx
Zap
Mayor
|
Xxxx
Xxxxx
President
|
||||
Signature
Page to Teaming Agreement
|
Xxxxxxx:
County
|
Odessa:
|
||||
|
|
Odessa
Development
Corporation
|
||||
|
By:
 |
By:
 |
||||
|
Xxxxxxx
Xxxxxxxx
County
Judge
|
Xxxxxx
Xxxxxx
President
|
||||
|
GA:
|
Thorium
Power:
|
||||
|
General
Atomics
|
Thorium
Power,
Inc.
|
||||
|
By:
 |
By:
 |
||||
|
Xxxx
Blue
Chief
Executive Officer
|
Xxxx
X. Grae
President
|
||||
Signature
Page to Teaming Agreement
