Exhibit (10)(g)
Strategic Alliance
between
Startech Environmental Corp. (Startech), a Connecticut Corporation with its
principal office at 00 Xxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 and
Chase Environmental Group Inc, of Louisville, Kentucky with its principal office
at 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
Whereas, Startech has developed and commercialized a proprietary system and
process for the safe destruction, remediation, reduction and recycling of
various waste streams, including those characterized as hazardous and
non-hazardous waste, also including, but not limited to, radioactive waste,
utilizing its Plasma Waste Converter System, and
Whereas, CEG is a pre-eminent scientific and engineering organization having
special knowledge and expertise in the field of environmental engineering and
management, specifically in the fields of hazardous waste, radioactive waste and
mixed waste industry processes and technologies including the marketing of such,
and
Whereas, both Parties hereto believe that it is their mutual interest to work
together to gain contracts, the purpose of which is to design, build and sell
equipment and facilities that will safely destroy, recycle and minimize the
volume of various forms of non-hazardous and hazardous waste, including but not
limited to radioactive waste and toxic waste, by use of the Startech Plasma
Waste Converter,
Now Therefore, Startech and CEG hereby agree to form a Strategic Alliance to
mutually seek opportunities that may utilize the Startech proprietary process on
various applicable waste streams and secure contracts that result from these
opportunities, as follows:
1.0 Implementation
------------------
1.01 Startech agrees to cooperate with CEG and CEG agrees to cooperate with
Startech to promote the securing of contracts utilizing Plasma Waste Converter
Process and CEG's hazardous waste industry expertise and know how.
2.0 Period of Agreement
-----------------------
2.01 This Strategic Alliance Agreement shall commence on November 17, 1997 and
extend for a period of five (5) years thereafter. Further it shall be
automatically renewed for unlimited five (5) year extensions unless sixty (60)
days prior to the initial expiration date, or sixty (60) days period to any five
(5) year extension, a Party hereto notifies in writing the other Party of its
intent to terminate the agreement at the end of the then current contract
period. Such notification must be posted and U.S. postmarked (first class or
faster mail) sixty (60) or more days prior to the expiration of the then current
contract period.
3.0 Common Undertakings
-----------------------
3.01 Both Parties agree with each other that they will:
a. i. Use their best efforts (including where appropriate the resources
of their Associate Companies) to obtain Contracts for application
of the Startech Plasma Waste Converter Process and CEG's
radioactive waste ans hazardous waste industry and know how.
ii. Do all such other acts as may be in the best interests of
furthering the objectives of this Agreement.
iii. Cooperate and liaise in all respects with any employee, duly
authorized representative or agent of the other Party (and/or its
Associate Companies) in connection with furthering the objectives
of this Agreement;
b. Conduct its business in accordance with the highest business standards
and not perform any act which will or may reflect adversely upon the
business integrity or goodwill of the other Party (or its Associate
Companies);
c. Not make any promises or representations or give any warranties or
guarantees in respect of the capabilities of the other Party (or its
Associate Companies) which have not been authorized either under the
terms of this Agreement or, if outside the terms of this Agreement,
specifically authorized in writing regarding the inquiry of a
potential client or contract concerned;
d. Immediately notify the other Party of any observations or complaints
made by clients in respect of the performance of said Party but not
without prior written authority of that Party, either make admissions
to customers on the merits of or make any settlement of any claims
arising out of such observations or complaints. However either Party,
without reference to the Party whose performance is the subject of
such an observation or complaint, can at its own expense, if it deems
it appropriate, rectify the cause of any complaint from a client, that
is qualified so to rectify. Under such circumstances, a report and
details of the rectification work carried out must be promptly
transmitted to the other Party;
4.0 Startech's Undertakings
---------------------------
4.01 The Parties to this Agreement agree to maintain strict confidentiality
regarding all confidential information and disclosures that come into their
possession regarding the other Party during the period of this agreement for
five (5) years thereafter regardless of the reason for the conclusion of the
Agreement.
5.0 Intellectual Property Rights, Inventions and Patents
--------------------------------------------------------
5.01 Unless otherwise agreed, title and copyright of anything developed by
either Party for a Contract resulting from a contract resulting form this
Agreement will remain with the developing Party. Under such circumstances,
however, the developing Party grants to the other Party an unrestricted free of
charge license to use the development Item for the purpose for which it was sold
providing it is not competition with the developing Party.
5.02 If a joint innovation development involving both Parties is required under
a Contract, such development will be the subject of shared intellectual property
rights and joint patent application if and where appropriate. However, by mutual
consent one Party can "buy Out" the other Party's intellectual property
rights/copyright.
6.0 Disputes
------------
6.01 All disputes, differences or questions arising out of this Agreement as to
rights and liabilities of the parties hereto or as to the construction or
interpretation hereof shall be referred to the decision of a single arbitrator
under the American Arbitration Association's Rules. The appointment of the
arbitrator to be agreed between the parties or in default of agreement appoint
at the request of either Party by the then President for the time being of the
American Arbitration Association. Arbitration shall take place in English, in
New York City, unless mutually agreed otherwise.
7.0 Insurance and Indemnities
-----------------------------
7.01 Each Party shall carry all necessary insurance by (a) the laws of their
country of operation and the United States and (b) the requirements of each
Contract.
7.02 Each Party shall indemnify and hold harmless/waive subrogation right
against the other party relating to liens, claims or other charges on goods and
property, loss or damage to that Party's property, except where due to the
negligence of the other Party, arising out of actions in connection with this
Agreement or any Contract entered into as a result of it; loss or damage to any
deliverables under any Contract whilst such deliverables are in the custody of
that Party; death or injury to any employee of that Party or damage to the
property of the Party's employees; etc.
7.03 Minimum insurance for any one event shall be in accordance with the terms
of each Proposal/Contract, entered into by the Parties in accordance with this
Agreement
8.0 Relationship
----------------
8.01 Nothing in this Agreement shall be deemed to constitute, create, give,
effect or to otherwise recognize a joint venture, partnership or formal business
entity of any kind, and the rights and obligations of the Parties shall be
limited to those expressly set forth herein.
8.02 Nothing herein shall be construed as providing for the sharing of profits
or losses arising out of efforts of either Party, except as may be provided for
in any resulting contract agreed to between the Parties. The cooperation of the
Parties is for the purpose of complementing their respective capabilities in
securing mutually beneficial contracts.
9.0 Entire Understanding
------------------------
9.01 This Agreement embodies the entire understanding between the Parties in
relation to marketing and selling their products and services as they relate to
the Plasma Waste Converter Process and there are no promises, terms or
conditions or obligations oral or written expressed or implied other than those
contained herein.
9.02 For the avoidance of doubt the contents of this agreement dose not apply to
any Contract between the Parties except where specifically referenced within
such Contract.
10.0 No Compensation
--------------------
10.01 It is hereby expressly agreed between the Parties hereto that, without
prejudice to any rights which shall have accrued to either Party, neither Party
shall be liable to compensate the other for termination in accordance with
Clause 11.0.
11.0 Termination
----------------
11.1 Either Party shall have the right at any time by giving notice in writing
to the other Party to terminate the Agreement forthwith in the event of the
following:
12 If the other Party commits a material breach of any of the terms or
conditions of this agreement and fails to remedy the same within 30
days of being requested to do so in writing by the other Party, or
such other time period as may be agreed between the Parties as being
reasonable under the prevailing circumstances;
b. If the other Party is unable to pay its debts as they fall die or a
petition is presented or a meeting convened for the purpose of winding
up that Party or the Party enters into liquidation where other
compulsory or voluntarily or compounds with its creditors generally
has a receiver appointed of all or foe part of its assets or takes or
suffers any similar action in consequence of debt.
12.1 Either Party shall have the rights to terminate for convenience after a
proscribed period of notice as set forth in Clause 2.0 hereof.
12.2 If terminated for convenience by either Party, both Parties to this
Agreement shall honor all outstanding valid proposals and contractual
obligations at the date of termination.
12.3 If terminated by one Party due to any of the reasons defined in Clause
11.01, the Party in default will forfeit any rights requiring the other
Party to honor any outstanding commitments under the terminated Agreement.
12.0 Applicable Law
-------------------
12.01 The law of the State of Connecticut shall govern this Agreement and the
parties agree that any Connecticut Court of competent jurisdiction shall be a
proper venue for the bringing of any and all claims relative to this Agreement.
In witness whereof this Agreement has been entered into on the date and year
above first written.
Signed (for and on behalf of Startech)
-------------------------------- ----------------
Xxxxxx X. Xxxxx, President Date
WITNESSED BY:
Signed: ________________________ __________________
First M. Last
Signed (for and behalf of CEG)
-------------------------------- ------------------
First M. Last, Title Date
WITNESSED BY:
Signed: ________________________ __________________
First M. Last
