Exhibit (10)(f)
Strategic Alliance
between
Startech Environmental Corp. (Startech), a Connecticut Corporation with its
principal office at 00 Xxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 and
Calumet Coach Company (Calumet), an Illinois Corporation with its principal
office at 0000 Xxxx Xxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx 00000-0000.
Whereas, Startech has developed a proprietary process for the destruction and
containment of various waste streams including those characterized as hazardous
and/or toxic, utilizing Plasma Waste Converter Technology (PWC)E in stationary
and mobile configurations, and
Whereas, Startech is interested in designing, manufacturing and marketing PWC
systems that embody the essence of its proprietary PWC technology, and
Whereas, Calumet is a firm specializing in the design, engineering and the
production of mobile units in both semi-trailer and self-propelled
configurations of onboard technical equipment for diverse applications, and
Whereas, both Parties hereto believe that it is in their mutual interest to work
together to produce sales of mobile systems for hazardous and nonhazardous waste
applications,
Now Therefore, Startech and Calumet hereby agree to form a Strategic Alliance to
mutually seek opportunities that utilize Startech proprietary processes in
mobile configurations:
1.0 Implementation
------------------
Startech agrees to cooperate with Calumet and Calumet agrees to cooperate with
Startech to promote the securing of contracts utilizing Startech?s proprietary
Plasma Waste Converter Process and Calumets applications, engineering and
production know-how on waste stream sales opportunities.
2.0 Period of Agreement
-----------------------
This Strategic Alliance Agreement shall commence on 22 October 1996 and extend
for a period of three (3) years thereafter. Further it shall be automatically
renewed for unlimited one (1) year extensions unless sixty (60) days prior to
the initial expiration date, or sixty (60) days period to any one (1) 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 contract 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 for application
of the Startech Proprietary Plasma Waste Converter Process and
Calumet's mobile systems know-how capabilities.
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. Each Party undertakes to include in its pricing structure quoted to
the other Party, and/or to the Client as appropriate, costs to cover
all financial arrangements between the quoting Party and its Agents,
representatives and Associate Companies;
f. Provide at its own expense, sales support for its process or services
in connection with "Contract Opportunities" in obtaining contracts;
g. To agree to supply the other Party, on request, either during or after
termination of this Agreement, spare parts that are required for
fulfilling a spare's order relating to a sale.
4.0 Startech's Undertakings
---------------------------
4.01 To provide Calumet marketing, sales and technical literature and
information regarding the Plasma Waste Converter Process.
4.02 Provide all necessary service and support arrangements for all contracts
won under the auspices of this Agreement.
5.0 Calumet's Undertakings
--------------------------
5.01 Provide accurate and timely information to Startech regarding Sales
Proposals.
5.02 Provide all necessary service and support arrangements for all Sales
obtained.
6.0 Proposal Procedures
-----------------------
6.01 Each Party will bear all its own costs in connection with the preparation,
submission and post submission support of proposals for contract Opportunities
unless agreed otherwise in writing before proposal preparation commences.
6.02 The validity of Proposals from the Associate Party for its portion of the
work to the Lead Party shall be 180 days unless otherwise agreed.
7.0 Contracts
-------------
7.01 Until such time as Startech is awarded the contract against a Proposal
incorporating the Calumet equipment, it shall be under no obligation to enter
any Subcontract with Calumet. Should any Proposal pursuant to this Agreement
result in contract award to Startech and the Client approves Calumet as
Subcontractor as contemplated herein, Calumet and Startech shall subsequently
conclude in good faith a Subcontract for the Calumet portion of the work as
accepted in the contract and as agreed between the Parties prior to and during
the negotiations leading to contract award. It is recognized by both Parties
that equipment supplied by Startech will connect and interact with systems
supplied by Calumet. The requirement defined by the Client will therefore
incorporate the combined systems from both Parties. For these purposes, each
Party irrevocably and unconditionally agrees with the other that it shall
provide all that is necessary including expertise, equipment and documents, in
accordance with its proposal as contemplated herein. Each Party ("the
Indemnifier") shall indemnify and hold the other harmless for and against all
losses, claims and expenses, costs and damages which the other Party may suffer,
including reasonable attorney's fees which arise or result from any breach of
the terms of the Indemnifier's commitments and which the Indemnifier has assumed
as part of this Agreement. Calumet and Startech agree to negotiate the
provisions of proposals to be offered by Startech for mobile configurations, in
good faith, prior to the submission of the proposal.
7.02 Each Party will, and will be contractually bound to the other Party or the
client as the case may be, have total responsibility for design, build and test
of those elements of the delivered facility that incorporates its products and
services unless agreed otherwise.
7.03 Integration testing of the complete system will be carried out at the
facility of either Calumet or Startech. The Party carrying out the integration
testing and/or customer witness testing will be decided on a contract by
contract basis.
7.04 Both Parties will automatically accept the level of Client inspection,
expediting and documentation requirements normally associated with contracts for
the supply of products and services contemplated herein.
8.0 Terms of Payment and Invoicing
----------------------------------
8.01 Terms of payment between the Parties will be negotiated individually for
each contract resulting from activity within the scope of this Agreement and the
contract itself.
8.02 The Parties to this Agreement understand that cash flow is important to
both of them and the terms of payment negotiated for any contract between them
will be cognizant of this fact.
9.0 Secrecy
-----------
9.01 The Parties to this Agreement agree to maintain strict confidentiality
regarding all confidential information that comes into their possession
regarding the other Party during the period of this agreement and during the
execution of any contracts resulting therefrom.
10.0 Intellectual Property Rights, Inventions and Patents
---------------------------------------------------------
10.01 Unless otherwise agreed, title and copyright of anything 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.
10.02 If a joint development involving both Parties is required under a
contract, such development will be the subject of shared intellectual property
rights and joint patent application where appropriate. However, by mutual
consent one Party can "buy out" the other Party's intellectual property
rights/copyright.
10.03 Nothing in Clause 10.01 and 10.02 above shall prevent either Party
developing the Item for the other Party at the other Party?s costs where under
such circumstances the other Party can acquire intellectual property rights of
such development, if both Parties agree.
11.0 Disputes
-------------
11.01 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 the decision of a single arbitrator
under the American Arbitration Association's Rules. The appointment of the
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. Judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
12.0 Insurance and Indemnities
------------------------------
12.01 Each Party shall carry all necessary insurance required by (a) the laws of
their country of operation and the United States and (b) the requirements of
each contract.
12.02 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 damage 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.
12.03 Minimum insurance for any one event shall be in accordance with the terms
of each Proposal/Contract, entered into by the Parties in accordance with this
Agreement.
13.0 Relationship
-----------------
13.01 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.
13.02 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 subcontract agreed to between the Parties. The cooperation of
the Parties is for the purpose of complementing their respective capabilities to
assist with competitive proposing in addressable markets.
14.0 Entire Understanding
-------------------------
14.01 This Agreement embodies the entire understanding between the Parties in
relation to marketing and selling their products and services as they relate to
the 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.
14.02 For the avoidance of doubt the contents of this Agreement does not apply
to any contract between the Parties except where specifically referenced within
such contract.
15.0 No Compensation
--------------------
15.01 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 16.0.
16.0 Termination
----------------
16.01 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 for any part of its assets or takes or
suffers any similar action in consequence of debt.
16.02 Either Party shall have the right to terminate for convenience after a
proscribed period of notice as set forth in Clause 2.0 hereof.
16.03 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.
16.04 If terminated by one Party due to any or the reasons defined in Clause
16.01, the Party in default will forfeit any rights requiring the other Party to
honor any outstanding commitments under the terminated Agreement.
17.0 Governing Law
------------------
This Agreement shall be governed by the internal laws (and not the laws of
conflicts) of the States of Illinois. The parties agree not to contest the
jurisdiction of any state or federal court with the State of Illinois or
Connecticut, with respect to any claim or cause of action or enforcement of
arbitrator's award arising under or relating to this Agreement.
In witness whereof this Agreement has been entered into on the date and year
above first written.
Signed (for and on behalf of Startech)
------------------------------- ------------------
Xxxxxx X. Xxxxx, President Date
WITNESSED BY:
Signed: ________________________ __________________
First M. Last
Signed (for and behalf of Calumet)
------------------------------- ------------------
J. Xxxxxx Xxxxxx, President Date
WITNESSED BY:
Signed: ________________________ __________________
First M. Last
