EXHIBIT 10.8
COOPERATION AND SERVICE SUPPLY AGREEMENT
DE XXXX S.P.A., with headquarters in Milan, Xxx Xxxxxxxx, 00, capital stock
40,000,000,000 lire, registered in the Corporate Register with C.C.I.A.A.,
Milan, as no. 200888, in the person of its President Xx. Xxxxxxxx Xxxxxxx
(company hereinafter DN for the sake of brevity)
AND
DE XXXX FUEL CELLS S.P.A., with headquarters in Milan, Xxx Xxxxxxxx, 00,
capital stock 40,000,000,000 lire, registered in the Corporate Register with
CCIAA, Milan, as no. 208344/1999, in the person of its President Xx. Xxxxxxx
Xxxxxxxxxx (company hereinafter FUEL CELLS for the sake of brevity)
WHEREAS
- On 10/1/99, DN concluded the spin-off of its fuel cells business into the
newly formed company named FUEL CELLS;
- FUEL CELLS, still in the start-up phase, has an organizational structure at
an early stage of development;
- It is in the companies' common interest, belonging to the Oronzio de Xxxx
group, to centralize certain services, in order to realize cost savings;
WHEREAS ALL OF THE ABOVE
The parties agree and stipulate as follows:
1) PREAMBLE
The preamble is an integral part of this agreement.
2) OBJECTIVE OF ASSISTANCE ACTIVITY
DN offers to FUEL CELLS which, as represented, accepts, the following assistance
and collaboration:
a) in patent matters for the development and protecting the intellectual
property portfolio of FUEL CELLS.
b) In research and development, in particular for planning relating to
business transferred to FUEL CELLS in the spin off;
c) Within the scope of production activities for manpower services
relating to packing and workshop odd jobs;
d) In labor activities for chemical analysis services.
e) In import/export activities, in particular for the application and
management of authorization for temps, keeping operations records and
preparing additional internal and external documentation;
3) PROCEDURE
For supplying the referenced services, FUEL CELLS pledges to supply DN with the
necessary information, and technical and documentary material necessary or
useful for DN to conduct the service activity.
4) SPECIALIZED PERSONNEL
In performing its assistance activity, where it becomes necessary, or at DN's
request, FUEL CELLS may send its own specialized personnel to perform
individual services.
This personnel, together with FUEL CELLS executives, may engage in relations
with the authorities and companies, take part in negotiations for contractual,
economic, and financial conditions.
The personnel used by DN in performing individual services shall act in
compliance with the needs and objectives pursued by FUEL CELLS, exercising
technical and professional discretion, without obligation of subordination.
5) TERM
This agreement shall take effect on January 1, 2000 and shall end on
12/31/2000.
At maturity, it will be considered automatically renewed for an additional
period of one year, and so forth, unless prior notice of 30 days is given by
registered letter.
6) COMPENSATION
As compensation for the services as per art. 2 of this agreement, FUEL CELLS
shall pay to DN the following amounts:
6.1) for the activities as per 2a), 2 b), and 2 c) above:
a) 60 Euros for each hour of work (regular or overtime) performed at the
DN or FUEL CELLS headquarters
b) 350 Euros for each day of work outside the headquarters, including
overtime.
These amounts do not include out-of-pockets expenses (room and board,
transportation), which will be reimbursed upon submission and approval by FUEL
CELLS of the relevant documentation.
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6.2) for the activities as per 2 d) as in the price list annexed to this
agreement.
6.3) for the activities as per 2 e) above, a flat rate of 200,000 lire per job;
this amount does not include customs duties for imports, the cost of customs
declarations for issuing customs entry, the costs of specific ad hoc
consultations on the part of the shippers/carriers and shipping costs of any
kind whatever.
The amounts as per 6.1), 6.2) and 6.3) above shall be paid by FUEL CELLS on a
monthly basis, deferred, upon submission of invoice via direct delivery and
analytical documentation of the activity performed by DN.
Every other tax charge shall be borne entirely by FUEL CELLS.
7) TERMINATION
This contract may be terminated by both parties within the limits established
by law by 60 days advance notice in writing.
8) COSTS
The costs of this contract, annexes and consequentialities, are to be borne
exclusively by DNFC.
Milan, January 18, 2000
DE XXXX S.P.A. DE XXXX FUEL CELLS S.P.A.
/s/ Xxxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxx
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