Memorandum of Understanding
1. Parties:
Lockheed Xxxxxx Advanced Environmental Systems Inc., a corporation
established under the laws of the state of Delaware, having offices
at 000 Xxxxx Xx. XX, Xxxxx 0000, Xxxxxxxxxxx, XX 00000 (herein after
called LMAES).
Commodore Advanced Sciences, Inc., a corporation established under
the laws of Virginia, having offices at 0000 Xxx Xxxxxx, XxXxxx, XX
00000, (herein after referred to as "CAS").
2. Purpose:
a. The purpose of this agreement is to set forth understandings
under which LMAES and CAS will evaluate, for possible teamed
effort by the parties, potential projects and contracts related
to cooperative efforts in the pursuit of mutually beneficial
projects related to Commodore's Solvated Electron Technology
(SET(TM)) and particular expertise and complementary technologies
of LMAES. Projects in these areas may include environmental
investigations, waste characterization, remedial investigations,
feasibility studies, remediation, demilitarization, and research
and development.
b. In the event the parties determine on a case by case basis to
work with each other for a particular project (e.g. a request for
a proposal by the United States Government or other entities) the
parties will seek to negotiate a separate teaming agreement for
each such project.
3. Objectives:
a. It is the intent of both Parties to cooperate in a business
arrangement to pursue opportunities with the SET(TM) technology
for mixed and hazardous waste. Should a contract result from
these activities, the Parties agree to enter into a formal
teaming arrangement where the rights and responsibilities of both
Parties will be clearly identified.
b. A further objective is to work together to develop a "History" of
working together on field projects that will add value in
pursuing future work together.
c. As an integral part of the overall objectives, performing a
project or projects together will be the initial step.
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4. Validation of SET(TM) Technology
(a) CAS will validate the SET(TM) technology under field conditions,
provide details on unit operability and maintainability in the DOE or
DOD environment, verify previous testing and results regarding
scalability, and provide operating data as to SET(TM)'s applicability
to integrate the process into other treatment trains that LMAES has,
or has access to, when required. In addition, CAS will validate for
LMAES their previous test results on destruction, identification of
by-products from the reactions (and verification of their benign
nature) and, in the case of mixed waste, how the process may reduce
and concentrate certain radioactive materials from soil. Ideally, the
demonstration would show SET(TM)'s versatility in dealing with various
waste forms such as soils, liquids and miscellaneous heterogenous
waste streams such as job control material.
(b) In conjunction with demonstrating and verifying the technical aspects
of the SET(TM) process, site support issues will be validated. These
include material handling, radiological engineering in design and
implementation of radiological controls, industrial hygiene controls,
and safety procedures in using the ammonia and sodium metal during
process applications.
(c) To assist in effectively and expeditiously implementing this MOU,
XXXXX agrees to enter into a research and development contract with
CAS in an amount not to exceed $50,000, with planned effective date in
January of 1998, to treat contaminated material and validate SET(TM)
Technology against specific expected results (to be finalized and
agreed to before activation of contract). In support of this R&D
contract, CAS will provide an equivalent amount of "Like Kind" value
($50K) in equipment, operators, consumables, laboratory testing, etc.
to aid the success of the treatability studies and customer site
demonstration.
(d) The intent of this R&D contract is to demonstrate the benefits to be
derived from use of the SET(TM) Technology in the decontamination of
soil and/or drummed material. Some amount of contaminated material may
be shipped to the LMAES Material Treatability Laboratory, in Las
Vegas, NV, to evaluate contaminant bonding and particle size
distribution. This will be followed by treatability studies using the
SET(TM) Technology, provided by CAS in conjunction with other pre and
post processors, as required, to assess results.
5. Business Opportunities
(a) Following successful treatability studies, LMAES and CAS will plan to
schedule demonstration at a selected customer site.
(b) A projected near-term customer is Y-12 (Oak Ridge) contaminated soil
and
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job control material. Follow-on opportunities at the Portsmouth, Ohio
facility will be predicated on successful demonstration and validation
activities at Oak Ridge Y-12 facility or other facilities.
(c) Both parties mutually agree to identify, during the 4th quarter of
1997 and 1st quarter 1998, the clients and projects that they will
initially pursue together during the term of this MOU. These will
include, but not necessarily be limited to, the Department of Energy,
Department of Defense, International and LMC.
(d) Upon successful completion of all demonstration and validation
provided for herein the two parties will further define potential
customers to be targeted for further business opportunities.
6. Marketing
(a) Both Parties shall submit to each other all appropriate technical and
business data and information concerning its technical and business
history, including reasonable cost or pricing data, for use in
developing strategies leading to a favorable competitive position with
respect to the client's opportunities. Both Parties shall make
available appropriate and high-quality personnel to provide reasonable
assistance to each other in the preparation of presentations,
meetings, strategy sessions, and proposals. Further, both Parties will
continue to work together toward these objectives throughout any
subsequent evaluations, presentations, submittal, and best and final
request concerning the pursuit of contracts which may follow the
submission of the proposals. Both Parties agree that their portion of
the project scopes is subject to negotiation.
(b) In pursuit of the program it is agreed that both Parties will jointly
develop specific marketing and pricing strategies. The Parties will
meet at those times which are necessary to discuss progress and status
of their technical documentation; and cooperate in the exchange of
data which may be necessary to aid in the development of briefings.
Both Parties will also provide a person at each company to serve as a
primary designated focal point of the effort. For LMAES, that person
shall be Xx Xxxxx at (000) 000-0000; for CAS that person shall be
Xxxxx Xxxxxx at (000) 000-0000.
7. Organization:
a. If CAS is awarded a prime contract for a project, CAS shall award a
subcontract to LMAES in accordance with the provisions of the project
teaming agreement.
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b. If LMAES is awarded a prime contract for a project, LMAES shall award
a subcontract to CAS in accordance with the provisions of the project
teaming agreement.
8. Expenses and Costs:
Except as otherwise provided by any contract to be negotiated hereunder
for Commodore's Solvated Electron Technology (SET(TM)) validation, the
parties will each bear all of its own expenses, costs, risks, and
liabilities arising out of any effort performed under this agreement and
neither party will make any claim or charge against the other.
9. Proposal Preparation:
a. The party who is the proposed prime contractor shall prepare the
proposal, integrate the data provided by the proposed subcontractor,
and submit the proposal to the client.
b The proposed subcontractor shall provide appropriate and highly
qualified personnel and use its best efforts to support the
preparations of the proposals to be submitted to the client for the
projects by a preparing and submitting to the proposed prime
contractor such data applicable to the work involved as is required by
the proposed prime contractor for use in preparation for use in said
proposal and be providing all reasonable assistance to the proposed
prime contractor in preparation of the proposals.
10. Performance:
a. The parties shall in good faith negotiate the terms of any subcontract
for the work identified in the teaming agreement, the obligation to
award any subcontract is contingent upon the client approval of the
subcontract.
b. The subcontract shall include, among other provisions mutually
acceptable to both parties, those provisions of the prime contract
which are required or appropriate to be passed on to a subcontractor.
11. Disclosure and Protection of Information:
a. During the course of the Agreement either party may exchange or
disclose to one another information and data which it considers to be
proprietary. Proprietary information shall be defined as information
which is in writing and identified by an appropriate mark or stamp as
proprietary, or is disclosed orally and identified orally as
proprietary and identified in writing as proprietary within thirty
(30) days of the oral disclosure. The recipient party agrees that it
will use the proprietary information only in connection with the
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proposal activity contemplated by this Agreement, and the performance
of any resultant contact(s), to the extent set forth in such
contract(s) and that it will not disclose the same to third parties
without the written consent of the transmitting party; provided,
however, that the recipient party shall not be liable for any
disclosure of such data to others: (1) after 4 (four) years from the
effective date of the Agreement; (2) if the data is within, or later
falls within, the public domain through no fault of recipient; (3)
if the data is known by the recipient, its divisions, subsidiaries, or
parent affiliates as substantiated by documentation dated prior to the
disclosure thereof by the transmitting party to others on a
non-restricted basis; or (4) if the data is approved for release or
use by written authorization of an officer of the transmitting party.
b. Each party agrees that all information and data received and marked as
proprietary in accordance with the Agreement: (1) will be disclosed
only to personnel of the recipient party having a "need to know" in
connection with performance of effort within the intent and provisions
of this Agreement and to the United States Government or authorized
representative thereof in the performance by either party of its
portion of the Project, provided, however, that any information
proprietary to either party which is disclosed under this provision by
the other parity to the United States Government or an authorized
representative thereof shall be marked with a restrictive legend as is
appropriate and permissible under applicable laws and regulations; and
(2) if reproduced in whole or in part in accordance with the
Agreement, will carry a proprietary notice at least similar to that
with which the information is submitted to the recipient party, except
as provided in Item (1) of the subparagraph (b) relative to
information disclosed to the United States Government.
c. Neither this Agreement nor any disclosure of information hereunder
shall be construed to grant either party any rights, license or
immunity, in or under any issued, pending, or after-acquired patents
or patent applications or proprietary technical information of the
other party.
12. Publicity:
Except as may be required by Federal, State, or local laws and regulations
or courts of competent jurisdiction, no publicity or advertising shall be
released by either LMAES or CAS in connection with the Agreement or any
proposal contemplated hereby without the prior written approval of the
other. Neither party however, shall be precluded from revealing to the
Government the existence and contents of this Agreement.
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13. Independent Contractors
Each party hereto shall act as an independent contractor, and this
Agreement shall not constitute, create, give effect to or otherwise
recognize a joint venture, pooling arrangement, partnership, or formal
business organization of any kind. No relationship, other than that created
by and set forth in this Agreement, shall be intended or established by any
reference to the parties operating as a "Team" or "Team Members".
14. Term of Agreement
This Agreement and all rights and duties hereunder except those in
Paragraph 11. Disclosure and Protection of Information, shall terminate
upon expiration of eighteen (18) months from the date of this Agreement.
15. Entire Agreement:
This Agreement contains the entire Agreement of the parties and supersedes
any previous understanding, commitments or agreements, oral or written,
with respect to the subject matter hereof.
16. Assignment:
Neither party may assign or transfer its interest hereunder without the
prior written consent of the other party.
17. Governing Law:
This Agreement and the interpretation thereof shall be governed by the laws
of the State of New Mexico.
18. Other Work:
Nothing herein shall be deemed to restrict either party from offering any
other party any items or services that it may regularly offer for sale,
even though such items or services may be contemplated by this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed effective as of the latest date signed below.
LOCKHEED XXXXXX ADVANCED ENVIRONMENTAL SYSTEMS, INC.
(LMAES)
BY: /s/ Xxxxx X. Xxxxxxxx DATE: DECEMBER 2, 1997
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Xxxxx X. Xxxxxxxx
President
COMMODORE ADVANCED SCIENCES, INC. (CAS)
BY: /s/ Xxxxxxx X. Xxxxxxx DATE: 12/9/97
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Xxxxxxx X. Xxxxxxx
Executive Vice President
(000) 000-0000
(000) 000-0000 fax
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