EX 10.15
MEMORANDUM OF UNDERSTANDING
FOR A
NON-EXCLUSIVE LICENSE MARKETING AGREEMENT
FOR THE
CONVERSION OF NATURAL GAS TO GAS TO LIQUID
FACILITIES
WORLD WIDE
This Agreement, made effective as of the 20th day of January 2000, by and
between Xxxxxx Engineering U.K. Limited (hereinafter referred to as ?Company?),
a corporation organized and existing under the laws of the United Kingdom, and
Rentech, Inc. (hereinafter referred to as ?Enterprise?), a corporation organized
and existing under the laws of the State of Colorado. For the purposes of this
Agreement, Company and Enterprise are individually referred to as ?Party? and
collectively as the ?Parties?.
WITNESSETH:
WHEREAS, Company currently has an advanced position through many experiences and
stored know-how in the engineering and construction of synthesis gas processing
projects related to the oil and gas industry,
WHEREAS, Enterprise has developed a synthesis gas-to-liquids process
incorporating Xxxxxxx- Tropsch technology (hereinafter referred to as ?F-T?)
with a slurry reaction bed and an iron- based catalyst known as the Rentech
gas-to-liquids technology (hereinafter referred to as ?Rentech GTL Technology?).
The Rentech GTL Technology is useful for converting carbon- bearing gases into
various liquid hydrocarbons such as synthetic diesel fuel, naphtha, wax, and
other liquid hydrocarbon products; and
WHEREAS, Enterprise and Company desire to set out more fully their agreements
and the principles under which their mutual objectives are intended to be
achieved.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein
contained, the Parties do hereby agree as follows:
1. OBJECTIVES
The Parties agree to cooperate on a plan to provide license and engineering
services for natural gas facilities, including methanol and ammonia facility
retrofits, to gas to liquid facilities worldwide (except as provided in
paragraph 5) utilizing the Rentech GTL Technology for the projects and
customers. Company and/or its affiliates shall provide design, procurement,
construction, project technical development and estimating services as may be
required for a specific project. Company will integrate the Rentech GTL
Technology into the overall project process, if the overall project process
extends beyond the Rentech GTL Technology. Enterprise will provide the Rentech
GTL Technology under its patents including the Rentech F-T unit design and
specifications.
2. PATENT INDEMNITY
The Enterprise shall defend, indemnify and hold the Company harmless from and
against any claims which may arise for actual or alleged infringement of
patents, copyrights or other intellectual property rights with respect to the
Rentech GTL Technology.
3. MARKETING
The Parties will jointly market their combined capabilities to potential
customers; however, neither Party shall have the authority nor shall it
represent itself as having the authority to bind or otherwise commit the other
Party to any obligation or commitment with a third party. The Parties shall
continue to refine the details of their respective scopes of work as well as
delineate the requirements, nature and details of any necessary agreements to be
executed between the Parties for the performance of a specific project including
but not limited to licensing agreements, consortium agreements and/or
construction contracts or subcontracts.
4. BUSINESS RELATIONSHIP
Notwithstanding any over provisions of this Agreement, nothing contained herein
is intended or shall be deemed or construed as creating a partnership, joint
venture or any other legal entity between the Parties nor any ongoing or
continuing relationship or commitment between them except as specifically
provided herein.
5. EXCLUSIVITY
When the Company receives an enquiry from a customer to employ the Rentech GTL
Technology, it shall notify the Enterprise. The Parties shall then jointly
consider each such opportunity. On a case by case basis the Parties shall agree
which projects involving the Rentech GTL Technology to jointly pursue, except
that the Company shall have no involvement in projects where: (i) the customer
has selected another specific engineering firm (ii) the customer is another
engineering firm representing the customer, (iii) the customer is Texaco Energy
Systems, Inc., its licensee, an affiliate of Texaco Energy Systems, Inc. or its
affiliate?s licensee; (iv) or the Rentech GTL Technology would be used in Brazil
or India. The Parties shall cause such agreed projects to be added by name to
Exhibit ?A,? attached hereto and by this reference made a part hereof. The two
potential customers presently identified on Exhibit ?A? have expressly rejected
Dresser Engineering Company as their engineering contractor and have
affirmatively selected the Company for that purpose. During the term of this
Agreement, the Parties shall have an exclusive relationship with each other as
to the qualified customers identified on Exhibit ?A,? and neither Enterprise nor
Company will in any way pursue or perform any aspect of a project listed on
Exhibit ?A? except as provided under the terms and conditions of this Agreement,
either directly or indirectly, by way of a partnership, consortium, joint
venture, or subcontract, except (i) with the express written consent of the
other Party which shall not be unreasonably withheld, and/or (ii) the customer
for a specific project determines that one of the Parties is unacceptable.
6. TECHNOLOGY LICENSE
The Enterprise will negotiate in good faith with potential customers identified
on Exhibit ?A? as to the terms of a license agreement for use of the Rentech GTL
Technology for each specific project listed in Exhibit ?A.? If mutually
acceptable terms are agreed upon between the Enterprise and the customer, the
Enterprise will provide a Rentech GTL Technology license for the project. The
Company will share in the Royalty under the negotiated license on a split of 80%
to Enterprise and 20% to Company to recognize the marketing costs associated
with this agreement.
7. DURATION
This Agreement shall be effective until the earlier of (i) thirty six (36)
months from the date hereof, or (ii) upon six (6) months written notice from
Company or Enterprise. After termination of this Agreement, either Party shall
be free from any obligation or liability to the other Party except for the
obligations referred to in Article 2 and Article 9 and obligations set forth in
specific project agreements prior to termination, all of which survive the term
of this Agreement.
8. ASSIGNMENT
Neither Party shall transfer or assign any of its rights, liabilities, or
obligations under this Agreement without the express written consent of the over
Party, other than to one of its subsidiary or affiliated companies; provided,
however, that the assigning Party shall not be relieved of any of its
obligations under Articles 5 and 9 hereof.
9. EXPENSES
Except as may be otherwise agreed to in writing each Party shall be responsible
for and bear its own costs and expenses incurred in connection with the
performance of its obligations under this Agreement.
10. CONFIDENTIALITY
The Parties shall hold in confidence, and shall use only for the purposes of
this Agreement, any and all Proprietary Information until five (5) years after
completion or earlier termination of this Agreement pursuant to its terms. For
the purposes of this clause, the term ?Proprietary Information? shall mean all
information, which the Parties, directly or indirectly, acquire each from the
other, excluding information falling into any of the following categories;
(a) Information which, at the time of disclosure hereunder, is in the public
domain;
(b) Information which, after disclosure hereunder, enters the public domain
other than by breach of this Agreement;
(c) Information, other than that obtained from third Parties, which, prior to
disclosure hereunder, was already in the recipient?s possession, either without
limitation on disclosure to others or subsequently becoming free of such
limitation;
(d) Information obtained by the recipient from a third party having an
independent right to disclose this information; and
(e) Information which is made available through discovery by independent
research without use of or access to the information acquired from the other
Party.
Disclosures which are specific (e.g., as to operating conditions and the like)
shall not be deepened to be within the forgoing exceptions merely because they
are embraced by general disclosures available to the general public or in
Receiving Party?s possession. Additionally, any combination of features shall
not be deemed to be within the foregoing exceptions merely because the
individual features are available to the general public or in the Receiving
Party?s possession unless the combination itself and its principle of operation
are available to the general public or in Receiving Party?s possession. Each
Party?s obligation to the other Party with respect to Proprietary Information
shall be deemed to be fully performed if that Party observes, with respect
thereto, the same safeguards and precautions which that Party observes with
respect to that Party?s own Proprietary Information of the same or similar kind.
11. CONSEQUENTIAL DAMAGES
Except as provided under Article 2, in no event shall either Party be liable to
the other, whether arising under contract, tort (including negligence), strict
liability, or otherwise, for loss of anticipated profits or revenue, loss of use
of capital, downtime of facilities, loss of business reputation or
opportunities, cost of money, or for any special, indirect, incidental,
consequential or exemplary loss or damage of any nature arising at any time from
any cause whatsoever, even if such loss or damage is caused by the negligence,
in whole or in part, strict liability or other legal fault of the Party released
hereunder.
12. APPLICABLE LAW AND ARBITRATION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF COLORADO, (WITHOUT REGARD TO CONFLICTS OF LAW). ALL SUITS, ACTIONS
OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT (?RELATED
PROCEEDINGS?) SHALL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION LOCATED IN
DENVER COUNTY, COLORADO, EACH OF WHICH COURTS SHALL BE AN APPROPRIATE FORUM FOR
ALL SUCH RELATED PROCEEDINGS. EACH PARTY HEREBY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OF ANY SUCH COURT OVER, OR THE
LAYING OF VENUE IN ANY SUCH COURT OF ANY SUCH RELATED PROCEEDINGS.
13. COMPLIANCE
Each Party agrees to comply strictly with all applicable laws, regulations and
orders of the United States and all foreign jurisdictions. Each Party hereby
acknowledges and agrees that certain laws of the United States, including the
Foreign Corrupt Practices Act, 15 (U.S.C. Sections 78dd-1 et seq., prohibit any
person subject to the jurisdiction of the United States from making any payment
of money or anything of value, directly or indirectly, to any foreign government
official, foreign political party, or candidate for foreign political office for
the purpose of obtaining or retraining business. Each Party hereby represents
and warrants that, in the performance of its obligations hereunder, it has not
made, and will not make, any such proscribed payment. Each Party shall indemnify
and hold the over Party and its affiliates, officers, directors, agents and
employees harness against any and all claims, losses and liabilities
attributable to any breach of this provision.
14. MISCELLANEOUS
This Agreement contains every obligation and understanding between the Parties
relating to the subject matter hereof and merges all prior discussions,
negotiations and agreements, if any, between them, and neither of the Parties
shall be bound by any conditions, definitions, understandings, warranties or
representations relating to the subject matter hereof other than as expressly
provided for or referred to in this Agreement. This Agreement can be amended
only by written instrument properly executed by the Parties; any purported
amendment not in writing and properly executed shall be null, void and of no
effect.
Without intending to exclude other provisions of this Agreement that by their
nature may so survive, the provisions of Article 8 shall survive any completion
or earlier termination of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
hereinabove first stated.
RENTECH, INC. Xxxxxx Engineering U.K. Limited
By: /s/ Xxxxxx X. Xxxxxxxx By: Xxxx Nuloehler
-------------------------- -------------------------------
Its: President Group Vice President
EXHIBIT A
LIST OF PROJECTS
1. Name Feasibility Study (Targeted)
Description Partial or total conversion to FT liquids
2. Name Feasibility Study (Targeted)
Description Natural Gas to Liquids Project
