Exhibit 99.1
DEVELOPMENT AGREEMENT
BETWEEN
XXXXXXX KODAK COMPANY
AND
MEDIS TECHNOLOGIES LTD.
ATTACHMENTS
ATTACHMENT TITLE
A Statement of Work
DEVELOPMENT AGREEMENT
This Agreement is made and entered into as of (hereinafter
"Effective Date") by and between: ---------------------
Xxxxxxx Kodak Company, a New Jersey corporation, having its principal place
of business at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (herein
"Kodak"); and
Medis Technologies Ltd., a Delaware corporation having its principal place
of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (herein "Medis").
WHEREAS, Medis has developed technology and product concepts for a new fuel cell
power pack & cartridge device which, if successfully reduced to final product
form, is intended to be marketed on a worldwide basis by Medis and its
Affiliates;
WHEREAS, Kodak has expertise in the manufacture of chemicals and manufacturing
development; and
WHEREAS, Medis has requested that Kodak undertake certain activities related the
new fuel cell power pack (hereinafter "Development Program").
NOW, THEREFORE, the parties agree that the Development Program shall be
conducted under this Agreement subject to the following terms and conditions:
1.0 DEFINITIONS
1.1 "Affiliate" means any company or other legal entity that is directly or
indirectly controlled by another company or other legal entity. Control
means the ability to direct the policy or operations of an entity, directly
or indirectly, and shall be presumed in the case of the possession of more
than fifty percent (50%) of the voting stock of the controlled entity or
the possession of the maximum ownership permitted by operation of local
laws or regulations governing such entity.
1.2 "Background Technology" means any and all Technology in existence prior to
the Effective Date of this Agreement that is useful for or relevant to the
Development Program.
1.3 "Development Program" means the design, development, manufacture and
fabrication of components and Products under the listed Statement(s) of
Work.
1.4 "IP Rights" means intellectual property rights including Patents, mask
rights, copyrights and proprietary know-how, but not trademarks and trade
names.
1.5 "Patent" means all forms of proprietary right granted by a government with
respect to a design or invention, including patents, patent applications
and certificates of addition, utility models and enforceable patent
applications, as well as divisions, reissues, continuations, renewals and
extensions of the foregoing.
1.6 "Product" means a fuel cell power pack and components, cartridge device for
the same and related materials such as fuel and catalysts, according to
specifications provided in Statements of Work using or incorporating the
Program Technology and shall include prototypes and pre-production Units.
1.7 "Program Technology" means any and all Technology developed by or on behalf
of either party, or jointly by both parties, in the performance of work
under this Development Program.
1.8 "Statement of Work" means the detailed tasks specified and agreed to by the
Parties in Attachment A.
1.9 "Technology" means any and all compositions, articles of manufacture,
processes, apparatus, information, know-how, data, writings and works of
authorship (including without limitation software, protocols, program
codes, audiovisual effects created by program code, and documentation
related thereto), drawings, mask works, specifications, and other tangible
items including without limitation materials, samples, components, board
assemblies and equipment.
2.0 PRODUCT DEVELOPMENT PROGRAM
2.1 Subject to the terms of this Agreement, Kodak hereby agrees to diligently
undertake the Development Program for Medis according to the Statements of
Work, using Xxxxxxx Kodak Company standards of engineering and technical
excellence to conduct the development work. Medis hereby authorizes Kodak
to proceed with tasks of the agreed to Statements of Work as provided in
Article 2.2 below.
2.2 Medis may present Kodak with a proposal for additional Statement(s) of
Work, provided that, a Statement of Work shall only become effective upon
execution by both parties' authorized employees. A Statement of Work shall
reference this Agreement, and at a minimum, specify the following:
(a) A description of the Products, including specifications, if
appropriate;
(b) Relevant terms related to payment schedules
(c) Schedules for completion of the designated portions of the applicable
Statement of Work
(d) Any special terms and conditions agreed upon by Kodak and Medis.
2.3 For the purpose of the Development Program only, each party shall promptly
disclose to the other its Background Technology that, in the sole opinion
of the disclosing party, may be reasonably necessary for the other party to
perform its obligations under the Development Program.
3.0 DEVELOPMENT PROGRAM SCHEDULE AND CHANGES
3.1 The Development Program shall be undertaken by Kodak in accordance with the
agreed upon Statements of Work.
3.2 All business and technical activities, receipt of notices and invoices for
payment, and handling of Confidential Information as set forth in Article 7
hereof shall be the responsibility of each party's Program Manager as
designated below:
(a) Kodak hereby designates Xxxx Xxxxx located at Rochester, NY as its
Program Manager.
(b) Medis hereby designates Xxxxxxx Xxxxxxxxxxxx located at Yehud, Israel
as its Program Manager.
Each party at its sole discretion may change its respective Program Manager
designated hereunder by providing written notice thereof to the other
party. Each Program Manager will have the ability to delegate the
management of Confidential Information to their respective technical
managers for the Development Program.
3.3 The Program Managers shall have no authority to modify or amend the terms
of this Agreement, except for the Attachments set forth herein and then
only to the extent such changes are consistent with the other terms of this
Agreement. Such changes shall be recorded in writing and signed by the
Program Manager of each party. Changes made to the Statements of Work, if
any, shall be limited to those changes which have been reviewed and
approved by both Program Managers in accordance with the following
procedure:
1. Either Program Manager may submit a request to the other describing
the proposed change and the rationale for such change.
2. Both Program Managers shall assess the impact that the proposed change
may have on the payments and timing of the Statements of Work.
3. Acceptance of the proposed change shall require the written approval
by both Program Managers acknowledging their acceptance of amended
tasks, milestone adjustments, and payment adjustments.
Any dispute regarding proposed changes shall not excuse Kodak from
proceeding with the Development Program without such proposed change,
excluding the work regarding the proposed change.
4.0 OWNERSHIP AND USE
4.1 Except for Kodak's existing intellectual property including without
limitation, chemicals, chemical manufacturing, process control,
methodologies, software, or other means that may be used to design
production means or the processes by which products are manufactured,
assembled or tested, Kodak agrees that all designs, plans, reports,
specifications, schematics, inventions and copyrights and all other
information and items
made or conceived by Kodak or its employees in connection with a Statement
of Work shall be assigned to Medis. Upon Medis' request, Kodak agrees to
assist Medis, at Medis' expense, to obtain patents for any such inventions.
4.2 Kodak does not grant to Medis any license or use of any Kodak name, logo,
trademark or other corporate reference in the manufacture or sale of the
Product.
5.0 TERMS AND CONDITIONS
5.1 This proposal is quoted as a time and materials program at the rate of
[Subject to a request for confidential treatment; separately filed with the
Commission]. Xxxxxxx Kodak will invoice for actual time spent the prior
month. Medis agrees to pay all invoices in U.S. Dollars Within thirty (30)
days of the date of the invoice. Medis agrees to pay one and one-half
percent (1.5%) monthly interest on all late payments.
Travel (as approved by Medis in advance) will be invoiced at cost [Subject
to a request for confidential treatment; separately filed with the
Commission]. Air travel will be by Economy class and reasonable efforts
will be made to purchase tickets at least one (and preferably two) weeks in
advance of the start of the trip. Written authorization of Medis is
required prior to purchasing tickets or initiating travel.
All third party costs shall be billed at cost [Subject to a request for
confidential treatment; separately filed with the Commission].
6.0 INDEMNIFICATION
6.1 Medis will indemnify Kodak against any claim that any Product provided by
Kodak directly infringes any third party's IP Rights to the extent that the
claim of infringement arises or may arise out of Kodak's compliance with
Program Technology, Medis' specifications, written requests or
instructions, or necessarily arise from compliance with Medis'
specifications, except to the extent that such request or instructions, or
specifications arise from Kodak Background Technology. Medis' obligation to
indemnify Kodak will arise if Kodak gives Medis prompt notice of the
infringement claim and cooperates and consults fully with Medis in its
defense and settlement. Kodak's costs for such cooperation and consultation
shall be paid by Medis to Kodak. If an infringement claim is asserted, or
if Medis believes one likely, Medis will have the right, but no obligation,
to procure a license from the person claiming or likely to claim
infringement.
6.2 Kodak will indemnify Medis against any claim that any Product provided by
Kodak directly infringes any third party's IP Rights to the extent that the
claim of infringement arises as a result of the use of any Kodak Background
Technology. Kodak's obligation to indemnify Medis will arise if Medis gives
Kodak prompt notice of the infringement claim and cooperates and consults
fully with Kodak in its defense and settlement. Medis' costs for such
cooperation and consultation shall be paid by Kodak to Medis. If an
infringement claim is asserted, or if Kodak believes one likely, Kodak will
have the right, but no obligation, to procure a license from the person
claiming or likely to claim infringement.
7.0 CONFIDENTIAL INFORMATION
7.1 During the Development Program, certain information that is considered
proprietary or confidential may be disclosed or exchanged between the
parties. The term Confidential Information shall include Background
Technology, Program Technology and all information disclosed hereunder by
one party to the other in accordance with the following procedure:
1. When disclosed in writing, Confidential Information shall be labeled
as being confidential; and
2. When disclosed orally, Confidential Information shall be identified as
confidential at the time of disclosure, with subsequent confirmation
to the other party in writing within thirty (30) days after
disclosure, identifying the date and type of information disclosed.
In addition, this Agreement and Kodak's interest in the subject matter of
this Agreement are Confidential Information and shall be treated on the
same basis as set forth herein.
7.2 During the term of this Agreement and for a period of three (3) years after
the termination of this Agreement, each party shall hold in confidence the
other's Confidential Information and shall not, without the prior written
consent of the other party, disclose such information to any person except
its own employees having a need to know. These obligations shall not apply
to any Confidential Information that:
1. Is generally available to the public in printed publications before
its disclosure under this Agreement,
2. Becomes generally available to the public in printed publications
without default by either party under this Agreement,
3. Is lawfully in the possession of one party in written or other
recorded form before the time of disclosure by the other party, or 4.
Is lawfully acquired by one party from a source that is not under
obligation to the other party regarding disclosure of such
information.
7.3 Upon the expiration of this Article 7.0, recipient shall return using their
best efforts Confidential Information in the form of drawings, schematic or
designs.
7.4 The provisions of this Article 7.0 supersede any and all existing
confidentiality agreements between the parties relating to the subject
matter of this Agreement, which agreements shall have no further force or
effect except that all information disclosed thereunder shall be deemed to
have been disclosed pursuant to and subject to the terms and conditions of
this Agreement. A breach of this Article 7 will be considered material.
8.0 TERMINATION
8.1 Unless earlier terminated as hereinafter provided, this agreement will
terminate on March 1, 2006.
8.2 Medis at its discretion may terminate this Agreement at any time by giving
thirty (30) days advance written notice (hereinafter "Termination Notice")
to Kodak, provided that in such event Medis shall be obligated to pay Kodak
for its reasonable design costs, manufacturing development costs and
production tooling costs actually incurred up to such termination date
including any commitments for materials, tools or equipment that may extend
beyond such termination date. Within the thirty (30) day period subsequent
to Termination Notice, Kodak will provide Medis with a complete written
description and final review of its design and manufacturing development
work relating to the Development Program prior to such termination date
including a copy of all relevant technical documentation, and to the extent
that Kodak has completed such process, a complete set of documentation,
including a report of the design and manufacturing process for the Product.
Medis shall pay for such costs within thirty (30) days of its receipt of
Kodak's itemized invoice therefore.
8.3 Kodak at its discretion may terminate this Agreement at any time by giving
thirty (30) days advance written notice (hereinafter "Termination Notice")
to Medis, provided that in such event within the thirty (30) day period
subsequent to Termination Notice, Kodak will provide Medis with a complete
written description and final review of its design and manufacturing
development work relating to the Development Program prior to such
termination date including a copy of all relevant technical documentation,
and to the extent that Kodak has completed such process, a complete set of
documentation, including a report of the design and manufacturing process
for the Product.
8.4 Either party may terminate this Agreement at any time by giving advance
written notice of such termination to the other party if: (a) such other
party is in breach of a material obligation under this Agreement and has
failed to cure such breach within thirty (30) days of its receipt of said
written notice thereof, or (b) such other party shall become a voluntary
debtor party to any bankruptcy, insolvency, or reorganization proceeding,
or shall be declared bankrupt, insolvent, or reorganized by a court of
competent jurisdiction, or enter into any composition with its creditors,
or shall begin any proceeding for the liquidation or closing of its
business or for termination of its corporate charter, and such condition is
not remedied or removed within thirty (30) days of its receipt of said
written notice thereof.
8.5 Termination of this Agreement or expiration of the term hereof shall not
relieve Medis or Kodak of any rights and obligations then accrued hereunder
or which extend beyond the date of such termination or expiration. For
clarity sake, the provisions of Articles 4.1, 4.2, and Articles 6 and 7
shall survive any such termination.
9.0 NOTICE
9.1 All notices, reports, requests, approvals and other communications
(hereinafter "Notices") required or permitted under this Agreement must be
in writing. Notices will
be deemed given when: (i) delivered personally, (ii) sent by confirmed
facsimile, (iii) sent by commercial overnight carrier with written
verification or receipt, or (iv) sent by registered or certified mail,
postage prepaid.
9.2 Until otherwise notified in writing by Kodak, all Notices by Kodak required
hereunder which relate to the Development Program shall be effective upon
receipt and shall be addressed to:
Xxxxxxx Kodak Company
000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxx
Phone No.: 000-000-0000
Fax No.: 000-000-0000
9.3 Until otherwise notified in writing by Medis, all Notices by Medis required
hereunder shall be effective upon receipt and shall be addressed to:
Medis Technologies Ltd.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Phone No.: 000-000-0000
Fax No.: 000-000-0000.
10.0 GENERAL TERMS AND CONDITIONS
10.1 REFERENCES TO THE OTHER PARTY
Any reference by either party to the other party in advertising or
promotional material or otherwise shall be made only after receiving
permission to do so from the other party.
10.2 WAIVER OF DEFAULT
No failure on the part of a party to exercise any right, power or privilege
under this Agreement, or under any instrument executed pursuant hereto,
shall operate as a waiver. No single or partial exercise of any right shall
preclude further exercise of that right or the exercise of any other right.
All rights and remedies granted herein shall be in addition to other rights
and remedies to which the parties may be entitled at law or in equity. No
waiver of any of the provisions hereof shall be effective unless in writing
and signed by the party charged with such waiver. No waiver shall be deemed
a continuing waiver, or a waiver in respect of any breach or default,
whether similar or different in nature, unless expressly so stated in
writing.
10.3 SEVERABILITY
Any term, condition or provision of this Agreement determined to be
illegal, invalid or void under applicable state or federal law, shall be
considered severable, and the remaining provisions, terms and conditions
shall not be impaired thereby, such that the
remaining Agreement shall be interpreted and given effect as far as
possible to accomplish its stated purpose.
10.4 FORCE MAJEURE
If performance of any part of this Agreement by Medis or Kodak is prevented
or delayed by reason of any cause beyond the control of, and without the
fault of, the party affected, and which cannot be overcome by diligence
(including, without limitation, acts of nature, strikes, energy or
materials shortages, acts of civil or military authority, fires, floods,
severe weather, epidemics, wars and riots), the party affected shall be
excused from such performance to the extent that it is necessarily
prevented or delayed thereby, during the continuance of any such happening
or event, and this Agreement shall be deemed suspended so long as and to
the extent that any such cause prevents or delays its performance;
provided, however, that after thirty (30) cumulative days of such
suspension on the part of one (1) party, the other party may, at its
discretion, terminate without liability its obligations under this
Agreement. In order to obtain a suspension under this Article 10.4, the
party delayed shall send written notice of the delay or any anticipated
delay and the reason therefore to the other party as soon as such delayed
party knows or should know that performance will or might be delayed or
prevented due to the Force Majeure in question.
10.5 LIMITATION OF LIABILITY
EXCEPT AS PROVIDED IN ARTICLE 6, NEITHER PARTY WILL BE RESPONSIBLE OR
LIABLE TO THE OTHER FOR LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES OR FOR
INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH PERFORMANCE OF WORK PROVIDED FOR UNDER THIS AGREEMENT OR
FOR TERMINATION OF THIS AGREEMENT AS PROVIDED FOR HEREIN.
10.6 ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but neither
party shall assign this Agreement or any rights hereunder without the
express prior written consent of the other party. Any assignment contrary
to the terms hereof shall be null and void and of no force or effect.
10.7 EXPORT CONTROL
Notwithstanding any other provision of this Agreement, each party hereby
agrees that it shall not knowingly export, directly or indirectly, any
United States source technical information acquired from the other party
under this Agreement, or any direct product of that technical information,
to any country for which the United States Government or any agency thereof
at the time of export requires an export license or other governmental
approval, without first obtaining such license or approval, when required
by applicable United States law.
10.8 GOVERNING LAW
This Agreement and the performance of the parties in furtherance of it
shall be construed under and governed by the substantive law of New York
State. Any litigation arising under this Agreement shall take place in a
court of appropriate jurisdiction located in Monroe County, New York.
10.9 CONFLICTS IN DOCUMENTATION.
In case of any conflicts on the same subject between this Agreement and any
prior agreements, Purchase Orders, acceptances, correspondence and other
documents forming part of any order for Product placed by or for Medis and
accepted by Kodak during the term of this Agreement, this Agreement shall
govern and prevail, and the conflicting terms and conditions of any such
documents shall be deemed deleted and shall not be binding upon either
party.
In the event there is a conflict between the provisions of this Agreement
and the provisions of the Attachments to this Agreement or purchase orders
issued hereunder, or between the provisions of such Attachments and
purchase orders, the order of precedence shall be (1) this Agreement, (2)
the Attachments to this Agreement, and then (3) Purchase Orders, unless
otherwise specifically agreed upon in writing.
10.10 ENTIRE AGREEMENT/AMENDMENT
This Agreement, including all Attachments, constitutes the entire agreement
and understanding between Medis and Kodak relative to the subject matter
hereof and supersedes any previous agreements or understandings whether
oral or written. This Agreement may be modified only by a written agreement
signed by authorized representatives of both parties which references this
Agreement and expressly states that it is intended to modify specific
Agreement terms or conditions.
10.11 REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants that it is under no prior
obligation or duty to a third party, nor shall it undertake any such
obligation or duty during the term of this Agreement, which conflicts with
the performance of its obligations and duties hereunder, and further that
it has the right to convey the rights and disclose the technology, design,
specifications, and other information related to the manufacturing
development work undertaken under this Agreement.
10.12 NO LICENSE BY IMPLICATION
Except as expressly provided for in this Agreement, nothing contained
herein shall be construed as conferring any license or other rights, by
implication, estoppel or otherwise, under any patent (including design
patent and utility model patent) or patent application, or any copyrights,
trademarks, trade names or trade dress.
10.13 FREEDOM TO WORK WITH OTHERS
Subject to the terms of this Agreement, each party shall continue to be
free to engage in other development works alone or with others and to
furnish information to and receive information from others regarding the
technical areas to which this Agreement relates.
10.14 PRESS RELEASE AND PUBLIC DISCLOSURES
A press release will not be issued there is mutual written agreement by the
Parties. The press release will be mutually agreed to by the Parties to
this Agreement. Any materially different information related to or
describing the relationship of the Parties than set forth in the press
release may only be disclosed by a Party with the prior written consent of
the other Party. A breach of this Article will be considered material.
10.15 INDEPENDENT CONTRACTOR
In the performance of work under this Agreement, the status of each party,
including its employees and agents, shall be that of independent
contractors and not as employees, agents or fiduciaries of the other party.
Neither party, including its employees and agents, shall have the right to
make commitments for or on behalf of the other party.
10.16 GENERAL INDEMNIFICATION
Each party shall be responsible for: (1) the safety of its own employees
and agents while engaged in the manufacturing development work under this
Agreement, and (2) any liability for damages or personal injuries,
including death, resulting from work under this Agreement, without any
warranty, liability or indemnification on the part of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers or representatives as of the Effective Date
herein.
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
MEDIS TECHNOLOGIES LTD. XXXXXXX KODAK COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/
------------------------- -------------------------
Title: Chairman and CEO Title: Sr. Vice President
Date: May 21, 2004 Date: 5/25/04
ATTACHMENT A
STATEMENT OF WORK
1. PROJECT OVERVIEW
The Scope of Work is primarily focused on the chemical development
(optimization, characterization and stabilization) of the fuel and electrolyte,
fuel cartridge design for the civilian market and the aid in UL, CE, etc.
product certification and testing, QC, QA. Scope may be expand as needed and
directed by Medis to include military fuel cartridge design, recycling, system
integration, quality systems and co-optimization of tooling and production
equipment, product testing. Kodak will work with Medis to achieve or obtain the
schedule to the best of their ability.
PROJECT INTRODUCTION XXXXXX
XXXXX 0 ANALYSIS AND PLANNING
PHASE 2 DEVELOPMENT OF VOLUME MANUFACTURING AND TEST PROCESSES FOR
BOTH LOW AND HIGH VOLUMES
PHASE 3 DESIGN AND SUPPLY OF TOOLING
PHASE 4 LOW VOLUME MANUFACTURING
PHASE 5 LOGISTICS AND DISTRIBUTION
PHASE 6 PRODUCT TRANSFER TO HIGH VOLUME MANUFACTURING
[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY FILED WITH THE
COMMISSION] Phase 1 activities will form the foundation of the subsequent phases
leading to volume production. The following Statement of Work is limited to
Phase 1. Additional Statement of Works for the additional Phases will be added
to this JDA at a later date.
2. STATEMENT OF WORK
2.1 SCOPE
This SOW covers the analysis and planning activities (Phase 1) of the
Project.
2.2 TASKS
FUEL & ELECTROLYTE
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
CARTRIDGE/S Review existing designs for cartridges in detail with
respect to opportunities to reduce cost of unit or production process
as well as improvements in quality or performance
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
A. [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
B. [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
C. [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
STANDARDS AND CERTIFICATION
o Analyze UL, CE etc., requirements
o Participate with More Energy and Affiliates with the development
of Fuel Cell Standards
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
2.3 ASSUMPTIONS
o Medis to provide appropriate documentation and design materials
in a timely manner
o Medis to provide access to technical staff for questions and
discussion
2.4 DELIVERABLES
Kodak will deliver the following items at the completion of phase I.
o Detailed Report of all activities and results.
o Cost and Schedule Proposals for Phase 2, including tooling etc.
for production program for materials and cartridge.
2.5 PACKAGING AND LABELING
o Work with More Energy and Affiliates on packaging requirements
and design
o Perform design of packaging process
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
2.6 FUEL/ELECTROLYTE
o Propose optimized manufacturing process for low quantity and then
higher quantity manufacture
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
2.7 CARTRIDGES (FOR THE FIRST COMMERCIAL APPLICATIONS)
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
o [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY
FILED WITH THE COMMISSION]
3. SCHEDULE
Kodak can begin work on Phase 1 within one to two weeks from receipt of
approval to start (receipt of order). Phase 1 is estimated at a duration of
[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY FILED WITH THE
COMMISSION]. However, depending on the efforts involved in the specific
tasks phase 1 may take longer.
The following table presents high-level milestones for the project:
------------------------------------------------------------ ---------------------------------------------------------
Milestone Completion in Weeks
After Receipt of Order
(ARO)
------------------------------------------------------------ ---------------------------------------------------------
[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
------------------------------------------------------------ ---------------------------------------------------------
[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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[SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT; [SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT;
SEPARATELY FILED WITH THE COMMISSION] SEPARATELY FILED WITH THE COMMISSION]
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4. TERMS AND CONDITIONS
4.1 Kodak will work on a time and materials basis. Kodak will provide
monthly report detailing the effort undertook the previous month, the cost
incurred, and the work product resulting.
4.2 In the event the project is cancelled or a "Stop Work" is issued by
Medis at any time, Kodak has the right to invoice for all work done to
date, all equipment or services purchased or on order, and work in progress
on a time and materials basis. This will be done according to Kodak
standard rates and markup in effect at the time of the cancellation or stop
work.
5. CHANGES
Medis may make changes in the SOW from time to time after consultation with
Kodak. In such a case, Kodak will propose to Medis an adjusted estimated
cost for the work as changed as well as any schedule impact.
6. INTELLECTUAL PROPERTY
Except for Kodak's existing intellectual property including without
limitation, chemicals, chemical manufacturing, process control,
methodologies, software, or other means that may be used to design
production means or the processes by which products are manufactured,
assembled or tested, Kodak agrees that all designs, plans, reports,
specifications, schematics, inventions and copyrights and all other
information and items made or conceived by Kodak or its employees in
connection with this Statement of Work shall be assigned to Medis. Upon
Medis' request, Kodak agrees to assist Medis, at Medis' expense, to obtain
patents for any such inventions. Kodak does not grant to Medis any license
or use of any Kodak name, logo, trademark or other corporate reference in
the manufacture or sale of the Product.
7. PUBLIC DISCLOSURE
Press Release and Public Disclosures
A Press Release attached hereto may be issued by either or both Parties
upon the signature of this agreement. The press release will be mutually
agreed to by the Parties to this Agreement. An initial draft is attached.
In any subsequent public disclosures or discussions of this Agreement a
Party may disclose the same information as set forth in the Press Release.
Any materially different information related to or describing the
relationship of the Parties than set forth in the press release may only be
disclosed by a Party with the prior written consent of the other Party. A
breach of this Article will be considered material.
