Exhibit 10.14
CUSTODY ACCOUNT AGREEMENT
"CORPORATE ACCOUNT"
The Xxxxxx Trust Company of Greenwich
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Date: September 21, 1995
The undersigned corporation authorizes The Xxxxxx Trust
Company of Greenwich (the "Bank") to establish an Custody Account
(the "Account") in the name of Competitive Technologies, Inc., a
corporation organized and existing in good standing in the State of
Delaware (the "Client").
This Account is subject to the following rules and conditions:
The service provided by the Bank will include the safekeeping
of the Account's securities and the collection of interest and
dividends. The Bank will send to the Client cash statements at
least monthly which will show all transactions occurring in the
Account.
Under the terms of this Agreement, the Bank cannot and will
not give investment advice or recommendations for the sale,
purchase, or other disposition of securities held by the Bank for
the account.
The Bank will carry out purchase and sale transactions as the
Company instructs pursuant to paragraph 4 of the Escrow Agreement
dated September 1, 1988 ("Escrow Agreement") attached to this
document. The Bank will provide me/us with advices of all purchase
and sale transactions.
The Bank will give the Company prompt notice of redemptions,
conversion rights, or the issuance of rights and warrants. When
action is required, the Bank will request the Company's written
instructions and will act on those instructions.
The Bank shall have no duty to notify the Company of any
rights, duties, limitations, conditions or other information set
forth in any security (including mandatory or optional put, call
and similar provisions), but the Bank shall forward to the Company
any notices or other documents subsequently received in regard to
any such security. The Bank's duty as to those securities issued
outside of the United States and those for which adequate financial
data cannot be readily obtained shall be limited to safekeeping.
The Bank shall have no duty to follow for coupon payments,
redemptions, exchanges, or other matters affecting these
securities.
All orders with respect to the Account shall be made as
specified in the attached Escrow Agreement dated September 1, 1988
between University Patents, Inc., now known as Competitive
Technologies, Inc. ("the Company"), the indemnified directors and
Xxxxxx Trust Company of Greenwich, which agreement is being
transferred from Lafayette Bank & Trust Company pursuant to
authorization by the Company in the attached letter dated ,
1995. The Bank, in its sole discretion, may accept and act on
orders from any officer of the Client designated in the aforesaid
Certificate of Secretary, whether given orally, by telephone or
otherwise, which the Bank believes to genuine.
The Company will indemnify and hold harmless the Bank against
any and all claims, losses, liabilities or damages, for acting on
any instruction issued by the Company or anyone duly authorized by
the Company to act on the Company's behalf except that the Bank
will not be indemnified for gross negligence or willful misconduct.
The Bank shall have no duty to determine, for any purpose, if
receipts to or payments from the Account are properly allocated
between income and principal.
Securities in the account will be held at a carrying value of
$1.00 per bond or per share unless the Company provides tax cost
information.
The securities and cash deposited with the Bank in the account
are subject at all times to the Company's control. The Bank or a
depository designated by the Bank may hold securities of this
account in nominee registration or bearer form.
The Client understands and agrees that the Bank will charge
interest against the Account for any cash overdraft resulting from
any action by the Client or by an agent acting on its behalf. The
rate of interest will be two (2) percent over the Bank's "prime"
rate as published at the time the overdraft is created.
Fees will be the Bank's published rates in effect from time to
time applicable to the Bank's Custodian Account Service. The Bank
will charge fees to the Account at least once each year. The Bank
may review the cost of administering the Account from time to time
and may adjust fees to provide adequate payment for its services.
This Agreement and all applicable instructions will continue
until terminated at any time by written notice to the Bank. Notice
of termination given the Client to the Bank shall be effective upon
receipt of such notice. The Bank may terminate this Agreement on
30-days written notice to the Client. This Agreement may be
changed by mutual consent in writing.
The Company understands that the Bank provides for its
Custodian Accounts an option to invest in short-term liquid asset
funds. The Company requests that excess cash be invested in the
Government Obligation Fund.
Special Instructions:
ATTEST Client's Name:
S/ Xxxxxx Xxxxxxxxx COMPETITIVE TECHNOLOGIES, INC.
Assistant Secretary
By: S/ Xxxxx X. XxXxxx, Xx.
Name
Vice President
Title
Address to which statements should
be sent:
Competitive Technologies, Inc. THE XXXXXX TRUST COMPANY
X.X. Xxx 000 XX XXXXXXXXX
Xxxxxxxx, XX 00000-0000
By: S/ Xxxxxx X. Xxxx
Name
In addition, monthly state-
ments are to be sent to
each of the indemnified
directors as specified in
the Escrow Agreement.
The Client understand's that the Bank provides for its Custodian
Accounts an option to invest in short-term liquid asset funds. The
Client also understands that the Bank will receive a fee from the
fund manager of 1/4 of 1% of the amount invested for administrative
services provided by the Bank. The Client requests that excess
cash be invested in securities of the type specified in paragraph
4 of the Escrow Agreement in the following short-term liquid asset
fund:
[x] Government Obligation Fund
[ ] Connecticut Municipal Cash Fund
[ ] Massachusetts Municipal Cash Fund
[ ] New York Municipal Cash Fund
[ ] Tax Free Obligation Fund
The Client acknowledges receipt of a prospectus for the fund
selected above.
COMPETITIVE TECHNOLOGIES, INC.
September 18, 1995
Lafayette Bank & Trust Co.
0000 Xxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Gentlemen:
Competitive Technologies, Inc., formerly known as University
Patents, Inc. ("the Company") and its directors have entered into
indemnity agreements which provide for the indemnification of and
the advancing of expenses of said directors by the Company. On
September 1, 1988, the Company and its directors entered into an
Escrow Agreement with Xxxxxx Trust Company of Greenwich ("Xxxxxx")
whereby Xxxxxx would act as escrow agent. On July 29, 1991
Lafayette Bank & Trust Co. was appointed to act as escrow agent.
Effective on or after August 31, 1995, Lafayette American Bank &
Trust Co. resigned as custodian (Escrowee).
Pursuant to paragraph 9 of the Escrow Agreement, the Company
hereby authorizes Lafayette American Bank & Trust Co. to transfer
the balance of funds (both principal and interest) in the Escrow
account to Xxxxxx Trust Company of Greenwich. The funds should be
transferred to Xxxxxx Trust Company of Greenwich as follows:
Federal Reserve Bank of New York
For the account of Xxxxxx Trust Company
Greenwich, Connecticut
ABA No. 000000000
Credit Account Competitive Technologies, Inc. Escrow Account
Attention: Xxxxxx Xxxx
Thank you for your assistance in this matter.
Very truly yours,
S/ Xxxxx X. XxXxxx, Xx.
COMPETITIVE TECHNOLOGIES, INC.
By: Xxxxx X. XxXxxx, Xx.
Vice President, Finance
cc: Xx. Xxxxxxx Xxx (Sachem Trust)
0000 Xxxx Xxxx Xxxx - X.X. Xxx 000 - Xxxxxxxx, XX 00000
000-000-0000 (phone) - 000-000-0000 (fax)
UNIVERSITY PATENTS, INC.
ESCROW AGREEMENT
September 1, 1988
Xxxxxx Trust Company of Greenwich
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
(1) The background of this Escrow Agreement is that
University Patents, Inc., a Delaware corporation (the "Company"),
and the following directors of the Company: A. Xxxxxx Xxxxxx,
Xxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. XxXxxxxxx, Xxxxx
Xxx Xxxxxxxxxx and Xxxxx X. XxXxxx, Xx., entered into certain
indemnity agreements (the "Indemnity Agreements"), which Agreements
provide for the indemnification of and the advancing of expenses of
said directors by the Company. Said directors and any future
directors of the Company with whom the Company shall enter into a
similar indemnity agreement and who shall execute a counterpart of
this Escrow Agreement are herein called the "Indemnitees". In
order to secure performance of the Company's obligations under the
Indemnity Agreements, the Company shall establish an escrow (the
"Escrow Fund") to be held and disposed of by you as escrowee (the
"Escrowee") in accordance with the terms and conditions hereinafter
set forth.
(2) Pursuant to the terms of the Indemnity Agreements, the
Company shall make cash deposits with the Escrowee in accordance
with the following schedule:
On or before August 1, 1988 . . . . . . . $175,000
August 1, 1989 . . . . . . . 50,000
August 1, 1990 . . . . . . . 50,000
August 1, 1991 . . . . . . . 50,000
$325,000
(3) In the event that the balance in the Escrow Fund (equal
to the deposits made plus interest earned on said fund and less
payments made from said fund in respect of expenses or claims)
shall at any time be reduced by reason of any payment to less than
the minimum balance for that date under the following schedule:
From August 1, 1988 through July 31, 1989 . . . $175,000
From August 1, 1989 through July 31, 1990 . . . 225,000
From August 1, 1990 through July 31, 1991 . . . 275,000
From August 1, 1991 through July 31, 1997 . . . 325,000
the Company shall restore such deficiency by a deposit or deposits
made within the succeeding six months.
0000 Xxxx Xxxx Xxxx - X.X. Xxx 000 - Xxxxxxxx, XX 00000
(000) 000-0000 Telex 501985 Fax (000) 000-0000
The Escrowee shall send to the Company and the Indemnitees a
monthly statement setting forth the balance of the Escrow Fund in
the Account. The Escrowee shall not be responsible for the
Company's failure to satisfy its obligations under this section of
the Escrow Agreement or any equivalent requirements under the
Indemnity Agreements.
(4) The Escrow shall invest and reinvest the Escrow Fund in
securities maturing within one year of the date of acquisition
issued or guaranteed as to principal or interest by the United
States, or by an entity controlled or supervised by and acting as
an instrumentality of the Government of the United States, or a
State or political subdivision thereof, an agency or
instrumentality of a State or political subdivision thereof, or a
municipal corporate instrumentality of any State or States, in
accordance with the written directions of the Company given from
time to time. The Escrowee shall sell securities in which the
Escrow Fund is invested when directed in writing to do so by the
Company or when necessary to obtain cash for payments required to
be made hereunder. The Escrowee shall have no liability of any
kind whatsoever for the investment or reinvestment of the Escrow
Fund in accordance with the terms hereof or upon the written
instruction of the Company.
(5) In the event that any Indemnitee files a written notice
(a "Claim Notice") with the Escrowee requesting a payment out of
the Escrow Fund in full or partial satisfaction of an obligation of
the Company to indemnify or advance expenses under the Indemnity
Agreement with said Indemnitee, the Escrowee shall mail copies of
said Claim Notice to the Company and the other indemnitees within
three (3) days of the Escrowee's receipt of said Claim Notice. If
the Escrowee does not receive a written notice from the Company
stating that it intends to contest such claim (a "Contest Notice")
within twenty (20) days after the delivery of the copy of the Claim
Notice to the Company, the Escrowee shall pay out of the Escrow
Fund (to the extent that it has sufficient funds) the amount
requested in said Claim Notice to or upon the written direction of
the Indemnitee. If the Escrowee does receive a Contest Notice
within said period, the Escrowee shall mail copies of such Contest
Notice to all of the Indemnitees within three (3) days of the
Escrowee's receipt of said Claim Notice, and shall not make any
payment in respect of said Claim Notice except as required by
Section (6) hereof or pursuant to a court order under Section (8)
(d).
(6) The Escrowee shall make payments out of the Escrow Fund
from time to time when directed to do so by a joint written
direction from the Company and all of the Indemnitees.
(7) The Escrow shall terminate at July 31, 1997, and the
Escrowee shall return the entire balance of the Escrow Fund to the
Company, except to the extent of any unresolved claims as to which
the Escrowee has received a Claim Notice prior to said date. Any
amounts reserved for such claims shall be retained by the Escrowee
until such time as it shall receive written instructions signed by
the Company and the appropriate Indemnitee(s) as to the disposition
of the balance of the Fund.
(8) To induce the Escrowee to act hereunder, the Company and
the Indemnitees hereby agree that:
(a) The Escrowee shall have no duties or
responsibilities except as expressly provided in this
Agreement and no implied duties or obligations shall be
imposed on the Escrowee. The Escrowee shall have no liability
or responsibility with respect to or arising out of any
agreement to which the Escrowee is not a party,
notwithstanding the fact that reference thereto may be made
herein or a copy thereof is attached hereto;
(b) The Escrow Agent may act in reliance upon any
instrument or signature believed by it to be genuine and may
assume that any person purporting to give any writing, notice,
advice or instruction in connection with the provisions hereof
has been duly authorized to do so; without limiting the
generality of the foregoing, it is expressly understood that
the Escrowee shall not be required to determine the
genuineness, validity or legal sufficiency of any document
deposited or to be deposited with it pursuant to this
Agreement;
(c) In the performance of its duties hereunder, the
Escrowee shall not be liable for any error of judgment or
execution, or for any act done or step taken, or omitted by it
in good faith, or for any mistake of law or fact; provided
that the Escrowee shall be liable for damages, losses or
expenses incurred as a direct result of any act or omission
constituting willful default, gross negligence or fraud. The
Escrowee may consult with, and obtain advice from legal
counsel in the event of any dispute or question as to the
performance or construction of any of the provisions hereof or
its duties hereunder and shall incur no liability for its acts
in good faith in accordance with the opinion and instructions
of such counsel.
(d) In case any property held by the Escrowee hereunder
shall be attached, garnished or levied upon under any order of
court, or the delivery thereof shall be stayed or enjoined by
any order of court, or any other order, judgment or decree
shall be made or entered by any court affecting such property,
or any part thereof, or any act of the Escrowee, it is hereby
expressly authorized in its sole discretion to obey and comply
with all writs, orders, judgments or decrees so entered or
issued, whether with or without jurisdiction, and in case the
Escrowee obeys and complies with any such writ, order,
judgment or decree, it shall not be liable to any of the
parties hereto, their heirs, personal representatives,
successors or assigns or to any other person, firm or
corporation, by reason of such compliance notwithstanding such
writ, order, judgment or decree be subsequently reversed,
modified, annulled, set aside or vacated; and
(e) The Escrowee shall be entitled to reasonable
compensation for its services, and may employ agents and
attorneys for the reasonable protection of the property held
hereunder and of itself and shall have a lien on any such
property for its compensation and for any and all costs,
expenses and attorneys' fees reasonably incurred by it and
shall be entitled to reimburse itself therefor out of any such
property, and if it shall be unable to reimburse itself from
such property, the Company agrees to pay any such amounts to
the Escrowee on demand.
(9) This Agreement may be modified only by the written
direction of the Company and all Indemnitees; provided, however,
that no such modification shall effect the Escrowee's duties or
responsibilities hereunder without the Escrowee's express written
consent.
(10) Subject as hereinabove provided, this Agreement shall be
binding upon and inure to the benefit of the parties and their
respective heirs, personal representatives, successors and assigns.
(11) All notices, requests, demands and other communications
hereunder shall be in writing, and shall be deemed to have been
given when delivered personally or when deposited in the United
States mail, registered or certified, and with proper postage
prepaid, addressed as follows:
(a) If to the Company, at: University Patents, Inc.
0000 Xxxx Xxxx Xxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000
Attn: President
(b) If to an Indemnitee, at such Indemnitee's address set
forth in Appendix I attached hereto.
(c) If to the Escrowee, at: Xxxxxx Trust Company of
Greenwich
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Wm. Xxxxxxx Xxxxxx
or to such other address for any of the parties hereto as may from
time to time be designated by notice given by such party to the
other parties in the manner hereinabove provided, except that the
Escrowee shall have no duty whatsoever with respect to any notice
or deposit until the same has been actually received by the
Escrowee.
(12) In the event that the Escrowee shall resign or in the
event that the Escrowee shall be removed by the mutual consent of
the Company and all of the Indemnitees, a successor Escrowee shall
be appointed by the Company. Any such successor Escrowee shall be
a bank and trust company which has capital and surplus aggregating
at least $50,000,000 and, upon acceptance of said appointment,
shall be entitled to all the rights, powers and indemnities
hereunder as if originally named herein.
(13) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Connecticut.
This agreement may be executed in one or more counterparts, each of
which shall be considered an original, but all of which together
shall constitute one and the same original.
Very truly yours,
UNIVERSITY PATENTS, INC.
By: S/ Xxxxx X. XxXxxx, Xx.
Xxxxx X. XxXxxx, Xx.
Vice President, Finance
S/ A. Xxxxxx Xxxxxx
A. Xxxxxx Xxxxxx
S/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
S/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
S/ Xxxxx X. XxXxxxxxx
Xxxxx X. XxXxxxxxx
S/ Xxxxx X. XxXxxx, Xx.
Xxxxx X. XxXxxx, Xx.
S/ Xxxxx Xxx Xxxxxxxxxx
Xxxxx Xxx Xxxxxxxxxx
Accepted and Agreed to:
XXXXXX TRUST COMPANY OF GREENWICH
By: S/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President & Secretary
