EXHIBIT 10.14
Memorandum of Understanding (MOU)
between
Battelle Memorial Institute, Pacific Northwest Division
and
Ocean Power Corporation
A. Purpose
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The purpose of this Memorandum of Understanding (hereinafter "MOU") is to
establish a collaborative relationship between Battelle Memorial Institute,
Pacific Northwest Division (hereinafter 'Battelle"), and Ocean Power Corporation
(hereinafter "Ocean Power"). The goal of this MOU is to facilitate the parties'
evaluation of ozone generators that were developed by Kharkiv Physical Technical
Institute ("KIPT") under a contract between Battelle and KIPT, funded by the
U.S. Department of Energy (DOE) Initiatives for Proliferation Prevention (IPP)
Program.
B. Activities
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1. Under the terms of a (1) Non-Disclosure Agreement between the parties,
effective August 4, 2000 and (i1) Government Furnished Property Agreement
between the parties, effective October 6, 2000, Battelle will ship and
deliver to Ocean Power three (3) ozone generators developed by KIPT.
2. Ocean Power will develop field tests to determine the efficacy of the KIPT
ozone generators in various commercial applications.
3. Battelle will provide to Ocean Power all KIPT reports and any other pertinent
documents related to the KIPT ozone generators, subject to KIPT's approval,
4. Ocean Power will test the KIPT ozone generators over a two (2) month period,
which shall begin upon their receipt of the ozone generators. Ocean Power
will then provide Battelle with a written evaluation and data within one (1)
month after Ocean Powers completion of such tests.
5. Battelle will review the written evaluation and data provided by Ocean Power
and will develop a path forward, which may include a Thrust II project under
the IPP Program, an IPP CRADA, license negotiations compatible with the
licensing terms of the IPP Program, or other business arrangement between the
parties.
C. Expenses
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Each party shall bear its own costs incurred in performance of this MOU, unless
other arrangements are agreed to in writing by the parties. This MOU shall not
be used by either party to obligate or commit funds.
D. Intellectual Property
---------------------
No rights of any kind whatsoever in any invention, copyright, trade secret or
any other form of intellectual property (collectively defined as "IP") are
granted or transferred under this MOU.
E. No Additional Commitments
-------------------------
This MOU is not intended to limit or restrict activities of any sector, business
unit, division, subsidiary or affiliate of the parties. Other organizations may
be invited to participate through a subcontract or other arrangement with either
of the parties in pursuing the activities described in this MOU.
Nothing contained in this MOU is intended to preclude either party from quoting
and offering for sale, or from selling to others, any item or service that it
may otherwise offer for sale now and In the future.
F. No Agency
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This MOU is not intended to directly or indirectly constitute, create or give
effect to, or otherwise imply a joint venture, corporation, partnership,
contract or any form of formal business entity, other than the collaborative
relationship set forth herein. Each party to this MOU will act as an independent
contractor. Neither party to this MOU is intended to have, or is granted by the
other party, any authority or control over the other party, nor shall either
party have the power to bind the other party. Nothing contained in this MOU is
intended to be construed as providing for the sharing of profits or losses
arising from the efforts of either of the parties hereto.
G. Publicity and Publications
--------------------------
Press releases, media announcements, and advertising by the parties, pertaining
to this MOU, or the activities hereunder, shall be mutually approved in writing
by the parties prior to release. The Battelle name and Battelle logo shall not
be used without the express prior written consent of Battelle.
H. Points of Contact
-----------------
Primary points of contact between the Parties under this MOU are as follows.
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Regular Ocean Power Corporation Battelle, Pacific Northwest Division
Mail ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ATTN: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(POC) 500 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Parkway Mailstop ▇▇-▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Over- same as above Battelle, Pacific Northwest Division
night ATTN, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Delivery Mailstop K8-16
(POC) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Phone (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
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Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
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E-Mail ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇.▇▇▇▇▇-▇▇▇▇@▇▇▇.▇▇▇
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I. Term of MOU
-----------
This MOU may be terminated at any time by either party for any reason upon
written notice to the other party. The MOU will automatically expire six (6)
months from the effective date of this MOU, unless extended by written mutual
consent. The effective date of this MOU shall be the date signed by the party
loot signing this MOU. All modifications to this MOU will be in writing and
signed by both parties,
This MOU constitutes the only agreement between the parties, and represents the
entire agreement on this subject.
Battelle Memorial Institute Ocean Power Corporation
Pacific Northwest Division
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------ -------------------------
Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Printed Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Contracting-Officer Title: (illegible)
Date: October 11, 2000 Date: October 12, 2000
