ROYLE EXH10-29
COOPERATION AGREEMENT BY AND BETWEEN:
Xxxx Xxxxx & Sons (Royle), 0000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
and, FiberCore Inc., 000 Xxxxxxxx Xxxx, X.X. Xxx 000, Xxxxxxxxxx, Xxxxxxxxxxxxx
00000;
WHEREAS, Royle is a stockholder in FiberCore and Royle's principal owner is a
director of FiberCore, the parties have agreed that it is necessary to define
and agree on the terms of all business dealings between the parties.
THEREFORE, Royle and FiberCore have agreed to cooperate and to compensate each
other in accordance with the articles of this agreement.
Article 1
FiberCore Purchase of Equipment from Royle
Not for Sale to Third Parties or JVs
Royle agrees to provide a very favorable purchase price for FiberCore's initial
order of a quantity of draw towers. The discount will be negotiated and agreed
between the parties.
Subsequent FiberCore purchases of Royle manufactured equipment will be sold by
Royle at market prices reduced by 10%.
Article 2
Sale of Draw Towers to Third Parties
Royle agrees to pay FiberCore a 5% royalty on the selling price of fiber draw
towers that are sold to third parties as compensation to FiberCore for provision
of proprietary designs and process information for conveying to third party
purchasers. FiberCore will be obligated to provide technology updates.
Royalty payments will only be required for sales of draw towers made within five
years of the date of this agreement.
Article 3
Fiber and Fiber Cable Joint Ventures
FiberCore agrees that Royle will have the right to enter into fiber cable JVs
that commence with the fiber coloring operation and that FiberCore must obtain
Royle's agreement before consummating a JV for the same purpose.
Royle agrees that FiberCore will have the right to enter into preform and fiber
JVs and that Royle must obtain FiberCore's agreement before consummating a JV
for the same purpose.
Article 4
Payment of Fees/Commissions
Royle agrees to pay FiberCore a commission on equipment sales that are
consummated as a result of FiberCore's initiation of inquiry. The commission
amount could vary from 1% to 5%, depending upon FiberCore's involvement as a
finder, negotiator, or enabler of the transaction, but must be discussed case by
case.
FiberCore agrees to pay Royle a commission for the sale of FiberCore technology
or products. The commission amount could vary from 1% to 5%, depending upon
Royle's involvement as a finder, negotiator, or enabler of the transaction, but
must be discussed case by case.
Each party agrees to pay a fee to the other party for acting as the intermediary
for initiating, negotiating, and facilitating a fiber or fiber cable joint
venture. The amount of the fee must be discussed case by case.
Article 5
Confidentiality and Non-Disclosure
The parties agree to be bound by the Confidentiality and Non-Disclosure
Agreement, Appendix 1 attached hereto.
Article 6
Non-Competition in Fiber and Fiber Cable Products
The parties agree that they will not compete in the marketplace in each other' s
product lines .
FiberCore' s product lines are defined as technology and products of operations
prior to fiber coloring.
Royle's product lines are defined as technology and equipment for operations
including and subsequent to fiber coloring.
Article 7
Arbitration
This agreement shall be governed by and construed by the laws of the State of
Vermont.
The parties agree that any disputes will initially be discussed in an effort to
reach amicable settlement. In the event this fails the parties agree to settle
disputes by arbitration whereby each party would select an arbitrator and a
third arbitrator would be selected by agreement between the parties.
Article 8
Notices
This agreement may be modified only by written instrument executed by both
parties.
All notices and reports pursuant to this agreement shall be sent to the
addresses defined in this agreement. Any change in the address of either party
must be notified to the other party.
Article 9
Validity
This agreement is the only agreement that exists between the parties.
This agreement will remain valid from the date of signing by both parties for a
period of five years.
___/s/_____________________ ___/s/_______________________
Xxxx X. Xxxxxx, President Xxxx X. Xxxxxx, President
FiberCore, Inc. Xxxx Xxxxx & Sons
Date: 6/17/94 Date: 6/17/94
APPENDIX 1
Confidentiality and Non-Disclosure Agreement
The parties will transfer to each other documents that may include, but not be
limited to, know-how, specifications, drawings, engineering data, business plan
and strategy, and customer lists and shall be considered confidential. The party
receiving the information must retain it in confidence and assure that its
employees, affiliates, subsidiaries, and subcontractors are obligated to the
following terms and conditions:
1. The party receiving information agrees to keep confidential such
information disclosed by the other party hereto which was not
previously known to the recipient, or to the general public, or in the
public domain prior to such disclosure.
2. Recipient agrees to maintain this disclosed information in confidence
until such confidential information shall have been made public by an
act of a party other than or unrelated to recipient, or until recipient
receives such information from a third party without knowledge to
recipient of any breach of confidence with disclosure, or until passage
of five years from the date such disclosure is received, whichever
shall first occur.
3. The parties hereto agree that, except for purposes of evaluation,
neither party will directly nor indirectly disclose to any other
person, firm, or corporation, or utilize the other's information, which
is considered confidential hereunder, in its business without first
obtaining written permission from the other party.
4. Upon request, the recipient agrees to promptly deliver to the discloser
all materials obtained from or on behalf of the discloser in any way
relating to the discloser's confidential information. Recipient,
however, may retain a copy of such materials in its confidential files
for record purposes only.
5. No right or license whatsoever, either expressed or implied, is granted
to either party pursuant to this agreement under any patent, patent
application, or other proprietary right now or hereafter owned or
controlled by the other party.
AMENDMENT 1 TO COOPERATION AGREEMENT
EXECUTE JUNE 17, 1995
1. Article 4 of the existing Cooperation Agreement of June 17, 1994
between FiberCore and Royle granting each party the right to sales
commissions for sale of products and/or services of the other party to
joint ventures and unrelated parties is to be voided. Henceforth, none
of the parties will be entitled to sales commissions from any other of
the parties for the sale of equipment, fiber, preform, or services.
2. MEFC and FOI obligations precede this termination and settlement of
commissions for these ventures will be negotiated by Xxxxxx and Xxxxxx
on behalf of Royle and FiberCore.
3. None of the parties, nor any related entities, shall be entitled to
finders fees for bringing in potential joint venture partners.
4. As the preceding resolutions remove all financial incentives for any
party to prefer on potential joint venture partner over another, the
parties will consolidate and coordinate all joint venture negotiations
in the fiber and fiber cable fields, and institute a thorough due
diligence procedure for determining the most desirable partner(s) in
each market.
5. Each party retains sole authority for negotiating prices, terms, and
conditions of its own product and service offerings to any joint
venture. Initial offerings by either party to a potential partner,
whether in the form of a model business plan or draft agreement will be
based on standard price quotations from the respective parties. It is
the intent of the parties that each will directly participate in any
formal negotiations for final terms of joint ventures.
6. Equity participation of any of the parties in any joint venture will be
solely at the discretion of that party. Equity participation will be on
real cash or cash equivalent basis. Cash equivalents are selling price
discounts from market levels on products and services, or increases in
the level of products or services without corresponding price
increases. Each party will negotiate its own contribution to any joint
venture with the other joint venture partners.
-------------------------------- -------------------------------
Xxxx X. Xxxxxx, President Xxxx X. Xxxxxx, President
FiberCore, Inc. Xxxx Xxxxx & Sons
