MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM, effective this 10th day of April, 1996, is
entered into by and between Xxx X. Xxxxxx, Inc. (WESTON[R]) having
its principal place of business at 0 Xxxxxx Xxx, Xxxx Xxxxxxx,
Xxxxxxxxxxxx 00000 (hereinafter called "WESTON"), and Innotek
Corporation, having its principal place of business at 0000 Xxxxx
Xxxxxxxx, 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter called "Innotek").
WHEREAS, WESTON has experience in environmental analysis and
consultation; and
WHEREAS, Innotek has experience in the development of
STORS/Not Rem DSR (dual shell reactory) technology (the
"Technologies"); and
WHEREAS, Innotek and WESTON are interested in teaming with
each other in pursuing business opportunities for the application
of the Technologies; and
WHEREAS, the Parties desire to set forth the groundrules which
shall govern their teaming relationship;
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein, it is agreed as follows:
ARTICLE I DEFINITIONS
(A) "Customer" shall mean any potential customer.
(B) "Parties" or "Team" shall mean Innotek and WESTON,
collectively.
(C) "Party" shall mean either of Innotek or WESTON.
(D) "Program" shall mean an opportunity the parties have jointly
decided in writing to pursue involving the application of the
Technologies, on behalf of a Customer.
ARTICLE II SCOPE OF MEMORANDUM
The purpose of this Memorandum is to provide a framework for
both Parties to cooperate and pursue opportunities which would
involve the Technologies. Each Party agrees to inform the
other about opportunities in which it believes it would be
beneficial to involve the other Party.
With respect to any such Program that the Parties agree in
writing to jointly pursue, (i) the Parties shall co-operate in
the marketing, sale and support of such Programs in accordance
with the provisions of this Memorandum, except as may be
otherwise mutually agreed upon by the Parties and (ii) neither
Party shall act in any manner, either directly or indirectly,
which would in any way be inconsistent or competitive with the
scope of cooperation set forth above. Until and unless the
Parties have agreed in writing to pursue an opportunity, they
are free to pursue opportunities individually or with other
companies.
The Parties recognize that a successful teaming will benefit
both Parties, and will particularly help to establish Innotek
and the Technologies. Therefore, the Parties will negotiate
in good faith an arrangement whereby WESTON can share in the
success of Innotek, provided the Parties successfully obtain
Projects for the Technologies, through one or a combination of
the following: (i) stock purchase warrants, (ii) a degree of
exclusivity in the use of the Technologies, (iii) a right of
first refusal on certain types of Projects or for certain
customers or (iv) some other equitable arrangement.
ARTICLE III WORKSCOPE
With respect to any contract awarded to a Party under a
Program, the general allocation of the Program workscope shall
be as follows:
(1) WESTON shall have responsibility for that portion of the
Program workscope which is allocated to WESTON in Exhibit
"A" attached hereto; and
(2) Innotek shall have responsibility for that portion of the
Program workscope which is allocated to Innotek in
Exhibit "A" attached hereto.
The Parties shall determine on a case-by-case basis, which
Party shall be the Prime Contractor and which Party shall be
the Subcontractor, based, inter alia, on marketing
considerations and the requirements of the particular Customer
for each Program.
ARTICLE IV ADMINISTRATION
As soon as practicable after the effective date of this
Memorandum, the Parties will each designate a point of contact
to be responsible for coordination of their cooperation
hereunder. The Points of Contact will maintain open
communications to coordinate the overall cooperation of the
Parties hereunder and to resolve any differences that may
arise during the course of the implementation of this
Memorandum or the performance of a Program.
ARTICLE V EXPENSES
Each party shall bear all of its own expenses incurred in
connection with its obligations and activities under this
Memorandum.
ARTICLE VI INDEPENDENT CONTRACTORS
Each Party, in undertaking its responsibilities hereunder
shall be deemed an independent contractor and nothing in this
Memorandum shall constitute, create, or in any way be
interpreted as a joint venture, partnership, or formal
business organization of any kind. Accordingly, neither party
hereto shall assume or be liable for the respective
liabilities and obligations of the other Party, including
warranty obligations expressed, implied or statutory, nor is
either Party authorized by this Memorandum to act on behalf of
the other, except as specifically authorized herein.
ARTICLE VII ASSIGNMENT
Neither Party may assign or transfer its interest herein
without the prior written consent of the other Party and any
attempted assignment shall be null and void and without force
and effect.
ARTICLE VIII TERMINATION
This Memorandum and all rights and duties hereunder, except as
provided in Article IX, shall automatically expire and be
deemed terminated upon the date of either Party giving written
notice of termination to the other Party.
ARTICLE IX PROPRIETARY INFORMATION
Each Party shall maintain all proprietary information
furnished by the other Party of the hereunder in confidence in
accordance with the terms of the Proprietary Information
Agreement effective 8/22/95, a copy of which is attached.
ARTICLE X PUBLICITY
Any news release, public announcement, advertisement or
publicity released by either Party concerning this Memorandum
or any proposal or any resulting Prime Contract or
Subcontract, to be carried out hereunder, will be subject to
prior approval of the other Party except as may be reasonably
required by law.
ARTICLE XI GOVERNMENT REGULATIONS
This Memorandum shall be subject to all the laws, regulations
(including end-use restrictions), import export regulations,
the Foreign Corrupt Practices Act and all other administrative
acts now or hereafter in effect in the United States of
America and its respective departments and agencies.
ARTICLE XII SOLE MEMORANDUM MODIFICATIONS AND WAIVERS
This is the sole Memorandum between the Parties as to the
subject matter covered herein. It supersedes all prior
agreements and representations between the Parties. No
modification, alteration, amendment, or waiver shall be
effective unless evidenced by a written amendment signed by
duly authorized representatives of both Parties. No failure
or delay by either Party in exercising any power or right
hereunder shall operate as a waiver, nor shall any single or
partial exercise of any such power or right. Such powers and
rights are cumulative and in addition to any and all powers
and rights now or hereafter existing at law or in equity.
IN WITNESS WHEREOF, the Parties, have caused this Memorandum to be
duly executed effective the day and year first written.
XXX X. XXXXXX, INC. INNOTEK CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
--------------------------- ---------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx
Title: VP Title: CEO
EXHIBIT "A"
ALLOCATION OF TASKS BETWEEN INNOTEK AND XXXXXX
XXXXXX shall: 1. develop projects
2. consultation and process engineering
3. provide engineering, construction/
construction management, installation,
operations and maintenance
INNOTEK shall: 1. develop projects
2. provide the technology ("Process Package"
for the proprietary technology) at a
reasonable license fee no greater than
their most favored licensees
EXHIBIT "B"
NON-DISCLOSURE AGREEMENT
