EXHIBIT 10.3
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (the "Agreement"), is dated as of
July 23, 2002, by and between IMPCO Technologies, Inc., a Delaware corporation
("IMPCO"), and Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware
corporation ("Quantum").
WHEREAS, concurrently herewith, IMPCO and Quantum are entering into a
Contribution and Distribution Agreement (the "Distribution Agreement"), which
provides for, among other things, the contribution by IMPCO to Quantum of
certain assets relating to IMPCO's Automotive OEM Business (the "Business");
WHEREAS, the Board of Directors of IMPCO has determined that it is
appropriate, desirable and in the best interests of IMPCO and its businesses as
well as of the holders of IMPCO Common Stock, to distribute to the holders of
the IMPCO Common Stock all the outstanding shares of Quantum common stock, par
value $0.001 per share, as set forth in the Distribution Agreement;
WHEREAS, in order to facilitate an orderly transition of the Business under
the Distribution Agreement, the parties desire that IMPCO make available to
Quantum the Services (as defined below) on the terms set forth herein; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have
the meanings given to such terms in the Distribution Agreement.
NOW, THEREFORE, in consideration of the above premises and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE 1
SERVICES
1.1 Services.
(a) Type of Services. Except as otherwise provided herein, for the
term determined pursuant to Section 1.2 hereof, IMPCO shall, as may reasonably
be requested by Quantum upon reasonable notice from time to time on and after
the Contribution Date (which shall be referred to herein as the "Effective
Date"), provide or cause to be provided to Quantum services in support of the
Business, consisting of those generically described services summarized on
Exhibit A attached hereto and set forth with specificity in Exhibit B (comprised
of statements of work) attached hereto (the "Services"). Subject to the
limitations set forth in this Agreement, the Services shall be performed in the
manner, to the extent and at
a time substantially consistent with the manner in which IMPCO provided such
Services to the Business prior to the Distribution Date.
(b) Services Performed by Others. IMPCO may, in its reasonable
discretion, cause any of the Services to be provided by any other person or
entity that is providing, has provided or may from time to time provide, the
same or similar services for IMPCO or are reasonably necessary for the efficient
performance of any of such Services. IMPCO will provide Quantum with twenty (20)
days' notice prior to any such transfer of the Services.
(c) Statements of Work. IMPCO and Quantum may agree to additional
Services pursuant to this Agreement by entering into additional statements of
work (the "Statements of Work") from time to time during the term of this
Agreement, each of which will, at a minimum, include the following:
(i) A reference to this Agreement, which reference will be
deemed to incorporate all applicable provisions of this Agreement;
(ii) The date as of which the applicable Statement of Work will
be effective and, if applicable, the term or period of time during which IMPCO
will provide the applicable services and resources to Quantum pursuant to that
Statement of Work;
(iii) A description of the Services to be provided by IMPCO to
Quantum pursuant to that Statement of Work, including, but not limited to, the
location at which the applicable Services are to be provided, and all
deliverables to be provided as part of the applicable Services pursuant to that
Statement of Work;
(iv) A designation of the individual who will have management
responsibility for IMPCO and Quantum, respectively, in connection with that
Statement of Work;
(v) The fees, costs and expenses, if any, payable by Quantum to
IMPCO for the Services to be provided pursuant to that Statement of Work; and
(vi) Any additional provisions applicable to the Services
provided under that Statement of Work that are not otherwise set forth in this
Agreement or that are exceptions to the provisions set forth in this Agreement.
A form of statement of work is attached hereto as Exhibit C. No Statement of
Work will become effective until it has been executed by an authorized
representative of both IMPCO and Quantum.
1.2 Term. The term of this Agreement shall commence on the Effective Date
and shall remain in effect until the expiration the period ending six (6) months
after the date of this Agreement (the "Term"), unless this Agreement is earlier
terminated pursuant to Section 1.7.
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Notwithstanding the expiration of the Term, each Statement of Work entered into
prior to the date of such expiration will remain in full force and effect in
accordance with the provisions thereof, including each of the provisions of this
Agreement incorporated by reference into such Statement of Work. This Agreement
may be extended by written agreement executed by both parties either in whole or
with respect to one or more of the Services; provided, however, that such
extension shall only apply to the Service for which the Agreement was extended.
The parties may agree on an earlier expiration date for a specific Service.
1.3 Payment of Fees and Expenses.
(a) Service Charge. As consideration for the provision of the
Services, Quantum shall, for each Service performed, pay IMPCO (a) a fee equal
to (i) the salary of the respective employees performing the Services pro rated
in accordance with the number of hours actually worked in the performance
thereof (the "Pro-Rated Salary") plus (ii) an additional thirty percent (30%) of
the Pro-Rated Salary (to cover employee benefits, overhead costs and the like)
(the "Fee"), and (b) all out-of-pocket expenses incurred in connection with
IMPCO's provision of the Services (the "Expenses") which are not included as
part of the Fee (such Fee and any Expenses being collectively referred to in
this Agreement as the "Service Charge" for such Service). In the event the
Service is terminated, the Fee for such Service will be prorated for the number
of days of Service received in the calendar month (based on a thirty day month)
in which the Service is terminated.
(b) Payment Terms. IMPCO shall invoice Quantum monthly for all amounts
due under the Statements of Work. Such invoices shall be accompanied by
reasonable documentation or other reasonable explanation supporting such
amounts. Each invoice submitted by IMPCO hereunder shall be substantially in the
form attached as Exhibit D hereto. Quantum shall pay IMPCO all amounts due under
the Statements of Work within thirty (30) days after receipt of an invoice
therefor. Any fees or payments owing to IMPCO under this Agreement remaining
unpaid after such date shall accrue interest at the lower of (i) the prime rate
plus two percent per month, or (ii) the highest lawful rate of interest,
calculated from the date such amount was due until the date such payment is
received by IMPCO.
(c) Taxes. Quantum shall pay any value-added tax and any tariff, duty,
export or import fee, sales tax, use tax, service tax or other tax or charge
(excluding income tax) imposed by any government or governmental agency on IMPCO
or Quantum with respect to the Services or the performance of this Agreement.
(d) Performance Under Ancillary Agreements. Notwithstanding anything
to the contrary contained herein, Quantum shall not be charged under this
Agreement for any services that are required to be performed by IMPCO for
Quantum under the Distribution Agreement or any other Ancillary Agreement (as
defined in the Distribution Agreement) and any such other services shall be
performed and charged for in accordance
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with the Distribution Agreement or such other Ancillary Agreement, as the case
may be. Quantum shall not be charged for any Services performed before the
Effective Date.
1.4 General Obligations; Standard of Care.
(a) Performance Requirements. Subject to Subsections 1.1(a) and
1.5(b), IMPCO shall maintain sufficient resources to perform its obligations
hereunder; provided that Quantum shall reimburse IMPCO in accordance with
Section 1.3 for any costs and expenses IMPCO incurs in connection with the
provision of the Services. IMPCO shall use commercially reasonable efforts to
provide Services in accordance with the policies, procedures and practices in
effect with respect to the Business prior to the Distribution Date and shall
exercise the same care and skill as it exercises in performing similar services
for itself (the "Standard of Care").
(b) Good Faith Cooperation; Consents. The parties will use good faith
efforts to cooperate with each other in all matters relating to the provision
and receipt of the Services. Such cooperation shall include exchanging
information necessary for the provision of the Services (subject to Section
1.6(a) of this Agreement), performing true-ups and adjustments and obtaining all
applicable consents, licenses, sublicenses or approvals necessary to permit each
party to perform its obligations hereunder. The costs of obtaining such
consents, licenses, sublicenses or approvals shall be paid by Quantum. The
parties will maintain reasonable documentation related to the Services and
cooperate with each other in making such information available as needed, in all
cases in compliance with all applicable law.
1.5 Certain Limitations.
(a) Impracticability. IMPCO shall not be required to provide any
Service to the extent the performance of such Service (i) would require the
services of those former employees of the Business who are employed by Quantum
after the Distribution Date, or (ii) would require the services of those former
employees of the Business who were not selected for employment by Quantum and
who subsequently have been terminated from employment by IMPCO, or (iii) would
require IMPCO to violate any applicable laws, rules or regulations. IMPCO shall
be relieved of any obligations hereunder to the extent that Quantum's failure to
take any action may reasonably render performance by IMPCO of such obligations
unlawful or commercially impracticable.
(b) Limitations on Services. IMPCO shall not be obligated to provide
Services hereunder that are greater in nature and scope than the comparable
services provided by IMPCO to Quantum or the Business prior to the Distribution
Date, or that are greater in nature or scope than comparable services provided
by IMPCO during the Term to its own internal organizations, except as may be
specifically provided on Schedule A to this Agreement. IMPCO shall not be
required to expand its facilities, incur new long-term capital expenses, employ
additional personnel or maintain the employment of any specific employee in
order to provide the Services to Quantum.
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(c) Right to Determine Priority. If there is an unavoidable conflict
between the immediate needs of IMPCO and those of Quantum as to the use of or
access to a particular Service to be provided by IMPCO, IMPCO shall have the
right, in its sole discretion, to establish reasonable priorities, at particular
times and under particular circumstances, as between IMPCO and Quantum in
providing such Service. In any such situation, IMPCO shall provide notice to
Quantum of the establishment of such priorities at the earliest practicable time
and no such priorities shall result in the violation of applicable law.
1.6 Confidentiality; Ownership
(a) Information Subject to Other Obligations. Each party hereto will
regard and preserve as confidential and proprietary all confidential information
of the other party, whether written, oral or computer based, to which it has or
had access during its performance pursuant to this Agreement. Neither party
will, without the prior written consent from the other party, disclose to any
person (except as set forth in Sections 1.6(b) through 1.6(d) below) or use for
its own benefit (or permit the use of) any such information, except in order to
exercise such party's rights and fulfill such party's obligations under this
Agreement. Each party shall take all reasonable precautions to ensure that all
of its employees, agents and assistants and employees of its subcontractors
treat such information as confidential and do not divulge such information
through willful actions or gross negligence. All such information provided
pursuant to this Agreement remains the property of the party providing such
information and shall be returned to that party upon demand and shall not be
reproduced in any manner except as required for performance of this Agreement.
As used in this Agreement, "confidential information" means any and all
information and material disclosed by party to the other party (whether in
writing, or in oral, graphic, electronic or any other form) that is marked or
designated in writing as confidential or proprietary, or if disclosed orally or
in other intangible form or in any form that is not so marked, that is
identified as confidential at the time of such disclosure and summarized in
writing and transmitted to the receiving party within thirty (30) days of such
disclosure.
(b) Exceptions. The obligations set forth in Section 1.6(a) shall not
apply to information that is:
(i) generally available to the public or subsequently becomes
generally available to the public through no breach by the receiving party of
its obligations under this Agreement or any other agreements between the parties
hereto concerning such information;
(ii) received from a third party who is legally free to disclose
such information and who did not receive such information in confidence from the
disclosing party; and
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(iii) independently developed by the receiving party without
reference to the information received from the disclosing party.
(c) Permitted Disclosures. Notwithstanding any provision of this
Section 1.6 to the contrary, in exercising the rights granted under this
Agreement and in performing its obligations under this Agreement, IMPCO may
disclose the confidential information of Quantum to its employees and
independent contractors who need to know such information and who are bound by
confidentiality obligations to keep such information confidential.
(d) Protective Arrangements. In the event that any party either
determines on the advice of its counsel that it is required to disclose any
confidential information of the other party pursuant to applicable law
(including but not limited to U.S. securities laws and regulations) or receives
any demand under legal process or from any governmental authority to disclose or
provide the confidential information of any other party (or any affiliate
thereof) that is subject to the confidentiality provisions of this Section 1.6,
such party shall notify the other party prior to disclosing or providing such
confidential information and shall cooperate at the expense of the requesting
party in seeking any reasonable protective arrangements requested by such other
party. Subject to the foregoing, the information subject to such request or
requirement may be disclosed or provided to the extent required by such law (as
so advised by counsel) or by legal process or such governmental authority.
(e) Ownership; Return. Except to the extent inconsistent with the
express terms of the Distribution Agreement or any Ancillary Agreement other
than this Agreement, or except as specifically set forth in the applicable
Statement of Work, the parties agree that:
(i) title to all Technology and Documentation existing prior to
the performance of the Services and used in performing the Services provided
hereunder shall remain in the name of the party holding title as of the date
performance of such Services commences;
(ii) to the extent the provision of any Service involves the
Development of any Technology, Documentation, improvements of and/or any other
intellectual property other than Quantum Work Product (as defined below),
including without limitation software programs, charts, diagrams, source
materials, patented, patentable, copyrighted or copyrightable materials, or
materials constituting trade secrets, (A) Quantum shall not use in any manner,
copy, modify, reverse engineer, decompile, or otherwise attempt to discover the
basis or source code of, or in any way alter any of such Technology,
Documentation, and materials, or otherwise use such materials in any manner,
without IMPCO's express prior written consent which may be given in IMPCO's sole
discretion, and (B) IMPCO shall exclusively own all right, title and interest in
and to such Technology, Documentation and/or intellectual property unless
otherwise expressly agreed by the parties in the applicable Statement of Work;
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(iii) if and to the extent that in connection with IMPCO's
performance of the Services pursuant to this Agreement during the term of this
Agreement, IMPCO creates, during the term of this Agreement, and provides
Quantum with, any work product ordered or commissioned by Quantum that
constitutes (i) a Quantum Asset acquired by Quantum from IMPCO pursuant to the
Distribution Agreement, or (ii) any other Quantum Asset already owned
exclusively by Quantum, such work product shall be the exclusive property of
Quantum (such work product hereinafter referred to as "Quantum Work Product"),
provided that such work product shall be expressly designated as a Quantum Work
Product in the applicable Statement of Work; and
(iv) upon the termination of any of the Services, each of IMPCO
and Quantum shall return to the other, as soon as practicable, any equipment or
other property of the other relating to the Services which is owned or leased by
it and is or was in its possession or control.
1.7 Termination.
(a) Election to Terminate. Quantum may terminate this Agreement
either with respect to all, or with respect to any one or more, of the Services
provided hereunder at any time and from time to time, for any reason or no
reason, by giving written notice to IMPCO at least thirty (30) days prior to the
date of such termination. IMPCO may terminate this Agreement with respect to
all, or with respect to any one or more, of the Services provided hereunder at
any time and from time to time, in the event of a material breach by Quantum of
its obligations hereunder (other than a payment default), by giving thirty (30)
days prior written notice to Quantum of such breach and such breach remaining
uncured as of the expiration of such thirty (30) day period. In addition, the
parties may at any time agree in writing to terminate this Agreement with
respect to some or all of the Services, effective immediately or as indicated in
such writing.
(b) Discontinuation of Service. IMPCO may terminate any Service upon
thirty (30) days prior written notice to Quantum that IMPCO is discontinuing the
provision of such Service to its own internal organizations.
(c) Termination for Payment Default. If any payment required under
this Agreement or any Statement of Work is not paid by Quantum when due, IMPCO
shall have the right, without any liability to Quantum, or anyone claiming by or
through Quantum, to cease providing any or all of the Services provided by IMPCO
to Quantum hereunder or pursuant to any Statement of Work, which right may be
exercised by IMPCO in its sole and absolute discretion. IMPCO shall provide
Quantum with thirty (30) days prior written notice to Quantum of its intent to
terminate such Services hereunder, and if Quantum fails to pay all amounts due
for such Service(s) (including any accrued late fee) prior to the expiration of
such thirty (30) day period, IMPCO shall have the right to cease any or all
Services pursuant to this Section 1.7(c).
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(d) Automatic Termination. Except to the extent the parties otherwise
agree in writing, and except where a longer term is agreed to in writing between
the parties for any particular Service, this Agreement will automatically
terminate at the close of business on the last day of the Term.
(e) Termination of Less Than All Services. Subject to Section 1.7(d),
in the event of any termination with respect to one or more, but less than all,
Services, this Agreement shall continue in full force and effect with respect to
any Services not terminated hereby.
1.8 Disclaimer of Warranties, Limitation of Liability And Indemnification.
(a) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, IMPCO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES AND ALL IMPLIED
WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
TRADE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IMPCO MAKES NO
REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE
SERVICES FOR ANY PURPOSE OR USE.
(b) Limitation of Liability. Quantum acknowledges that IMPCO is not in
the business of providing Services in the manner contemplated by this Agreement
and that the Services are being provided pursuant to this Agreement as an
accommodation to Quantum to assist in the transition of the Business to Quantum.
Except with respect to losses or damages actually suffered or incurred by
Quantum as a result of IMPCO's willful misconduct, fraud or gross negligence in
providing the Services, IMPCO's aggregate liability to Quantum for damages in
connection with this Agreement and the Services provided hereunder, regardless
of the form of action giving rise to such liability (whether under contract,
tort, statutory or otherwise) shall not exceed the aggregate fees for the
related Services charged by IMPCO hereunder. To the extent permitted permitted
by applicable law and notwithstanding anything in this Agreement to the
contrary, IMPCO shall not be liable for any indirect, exemplary, special,
consequential or incidental damages of any kind, or for any damages resulting
from loss or interruption of business, lost data or lost profits, arising out of
or relating to this Agreement, the Services or IMPCO's performance under this
Agreement, however caused, even if IMPCO has been advised of or should have
known of the possibility of such damages.
(c) Indemnification of IMPCO. Quantum shall indemnify and hold
harmless IMPCO and its officers, directors, employees, agents and affiliates
(collectively, "Indemnitees"), from and against all liabilities, losses,
damages, expenses, fines and penalties, including reasonable attorneys' fees and
disbursements, incurred by any Indemnitee as a result of any claim made against
any Indemnitee by any third party in connection with IMPCO's
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provision of the Services or arising out of Quantum's negligence or malfeasance
in connection with its use of the Services.
1.9 Representative. The parties shall each appoint a representative (each,
a "Representative") to facilitate communications and performance under this
Agreement. The initial Representative of IMPCO shall be
___________________________ and the initial Representative of Quantum shall be
___________________________. Each party will provide written notice to the other
party of the name and contact information of such party's Representative. Each
party shall have the right at any time and from time to time to replace its
Representative by giving notice in writing to the other party.
1.10 Records. IMPCO will maintain complete and accurate records relating to
the Services performed under this Agreement and records of all amounts billable
to and payments made by Quantum made under this Agreement, in accordance with
generally accepted accounting principles. IMPCO will maintain such records for
one year after termination or expiration of this Agreement and will make all
such records available to Quantum or its designee (subject in each case to
Section 1.6 of this Agreement) during normal business hours upon Quantum's
request.
1.11 Disputes. In the event any dispute arises out of or in connection with
the execution, interpretation, performance or nonperformance of this Agreement,
the parties agree to settle such dispute as follows: The appropriate
Representative for such dispute shall negotiate in good faith for a reasonable
period of time to settle such dispute; provided, however, such reasonable period
shall not, unless otherwise agreed by the parties in writing, exceed thirty (30)
days from the time the parties began such negotiations. If after such reasonable
period the Representatives are unable to settle the dispute, IMPCO and Quantum
agree to settle such dispute in accordance with the dispute resolution mechanism
set forth in Article VII of the Distribution Agreement.
ARTICLE 2
MISCELLANEOUS
2.1 Relationship of Parties. IMPCO shall be deemed an independent
contractor hereunder and neither party shall have authority to act for or
represent the other party or bind or commit the other party to any agreement or
obligation. Nothing in this Agreement shall be deemed or construed by the
parties or any third party as creating the relationship of principal and agent,
partnership or joint venture between the parties, it being understood and agreed
that no provision contained herein, and no act of the parties, shall be deemed
to create any relationship between the parties other than the relationship of
independent contractor nor be deemed to vest any rights, interest or claims in
any third parties.
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2.2 Modification And Amendment; Entire Agreement.
(a) This Agreement may not be modified or amended except in a writing
signed by the parties. This Agreement sets forth the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings between the parties with respect to the
subject matter hereof. In the event of a conflict among or between this
Agreement, any Statement of Work and any Change Authorization (as defined
below), the terms of this Agreement shall prevail first, the Change
Authorization second; and the Statement of Work third.
(b) Either party may request changes to any and all Statements of Work
by preparing and submitting a written proposal ("Change Authorization"), which
sets forth any modifications to the applicable Statement of Work, including
changes to the specifications, estimated charges, expenditures limits,
completion schedule or other terms. A Change Authorization or other written
agreement signed and dated by an authorized representative of both parties is
the only means of modifying the Statements of Work. When both parties sign the
Change Authorization, the change will become a part of the applicable Statement
of Work. The Change Authorization will modify and take precedence over any
inconsistent terms of either the Statement of Work being modified or any
previous Change Authorization relating to the Statement of Work being modified.
2.3 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public policy, all
other terms and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to
the greatest extent possible. Notwithstanding the foregoing, the parties hereto
shall have the right to terminate this Agreement in accordance with Section 1.7.
2.4 Governing Law. This Agreement shall be governed by the laws of the
State of California, without regard to conflict of laws principles. All disputes
arising in connection therewith shall be heard only by a court of competent
jurisdiction in Los Angeles County, California, and the prevailing party in any
legal proceeding shall be entitled to recover its reasonable attorneys' fees
incurred in connection therewith.
2.5 Survival. The parties' rights and obligations which by their sense and
context are intended to survive any termination or expiration of this Agreement
shall so survive, including but not limited to Sections 1.3, 1.6, 1.8 and 1.11.
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2.6 Assignment. This Agreement shall not be assignable, in whole or in
part, directly or indirectly, by operation of law or otherwise, by any party
hereto without the prior written consent of the other parties hereto, and any
attempt to assign any rights or obligations arising under this Agreement without
such consent shall be void; provided however, that this Section 2.6 shall not
limit IMPCO's right to cause any of the Services to be performed by a third
party pursuant to Section 1.1(b) of this Agreement.
2.7 Force Majeure. IMPCO shall not be in default of its obligations
hereunder for any delays or failure in performance resulting from any cause or
circumstance beyond the reasonable control of IMPCO (including without
limitation, acts of God, acts of government, fire, equipment breakdown, strikes
or other similar labor disputes, or the inability to acquire materials or third
party services), provided that IMPCO exercises commercially reasonable efforts
to perform its obligations in a timely manner. If any such occurrence prevents
IMPCO from providing any of the Services, IMPCO shall cooperate with Quantum in
obtaining, at Quantum's sole expense, an alternative source for the affected
Services, and Quantum shall be released from any payment obligation to IMPCO in
respect of such Services during the period of such force majeure.
2.8 Successors. Subject to the restrictions on assignment set forth in
Section 2.6, this Agreement shall be binding upon and inure to the benefit of
and be enforceable against the parties hereto and their respective successors
and assigns.
2.9 Third Party Beneficiaries. Each party intends that this Agreement shall
not benefit or create any right or cause of action in or on behalf of any person
or entity other than IMPCO and Quantum.
2.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same instrument.
2.11 Non-Exclusivity. Nothing in this Agreement precludes Quantum from
obtaining, in whole or in part, services of any nature that may be obtainable
from its own employees or from providers other than IMPCO and its Subsidiaries.
2.12 Notice. Any notice, request, instruction, or other document required
by this Agreement shall be in given in accordance with Section 9.6 of the
Distribution Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
IMPCO TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: President and Chief Operating Officer
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EXHIBIT A
SERVICES
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1. Employee Benefits Administration and Support
2. Immigration Services
3. Payroll Processing
4. Affirmative Action Administration
EXHIBIT B
STATEMENTS OF WORK
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EXHIBIT C
FORM STATEMENT OF WORK
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FORM - STATEMENT OF WORK
Statement of Work No. ___
This Statement of Work No. ____ (this "Statement of Work"), effective as of
___________, 200__, is entered into by and between IMPCO Technologies, Inc.
("IMPCO") and Quantum Fuel Systems Technologies Worldwide, Inc. ("Quantum").
This Statement of Work is a part of and subject to the terms and conditions set
forth in the Transition Services Agreement, dated as of July 23, 2002, between
IMPCO and Quantum.
1. Term of Statement of Work.
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Commencing __________ and terminating ______________.
2. Services to be Performed.
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3. Management Representatives.
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4. Fees, Costs and Expenses.
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5. Other Provisions.
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EXHIBIT D
FORM OF INVOICE
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Transition Services Monthly Invoice
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This Invoice No. __ is for billing period ___________, 2001 through
___________, 2001 and relates to that certain Transition Services Agreement
dated as of July 23, 2002, by and between IMPCO Technologies, Inc., a Delaware
corporation, and Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware
corporation.
A. [Statement of Work, No. __.][Delete if inapplicable]
[Purchase Order No. __.][Delete if inapplicable]
Description of Applicable Project/Service:
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Project Site Location:
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Name of No. of Hours Employee's Employee's Employee's Employee's Total
Employee Worked by Annualized Pro-Rated Salary Additional Pro-Rated Salary
Employee Salary (Based on Number 30% Fee Plus Fee
(in Hrs) (in $) of Hours Worked) (in $) (in $)
(in $)
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Sub-Total (Pro-Rated Salary Plus Fee): ________________
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Itemized Additional Out-Of-Pocket Expenses/1/ Cost of Additional
Out-Of-Pocket
Expenses
(in $)
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Sub-Total Addt'l Out-of-Pocket Expenses: ________________
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Total Service Charge: ________________
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/1/ Supporting documentation, including copies of subcontractors' invoices, are attached hereto.
