EXHIBIT NUMBER
6.11
INFINITELY VARIABLE TRANSMISSION
The term of this Agreement will begin on its Effective
Date, January 24, 1997, and will expire on January 23,
1998, unless extended by mutual consent of the parties,
This Agreement is between Ford Motor Company, a Delaware
corporation, having a place of business at The American
Road, Dearborn, Michigan, (hereinafter "Ford"), and Torvec
Inc., having a place of business at 00 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxx, 00000 (hereinafter "Torvec").
Torvec has developed an Infinitely Variable Transmission
(IVT) and desires to install the IVT in a motor vehicle and
demonstrate the performance and operation of the IVT in the
motor vehicle.
To protect certain Confidential Information to be disclosed
for the purposes set forth in this Agreement, the parties
agree as follows:
1. The parties', representatives for disclosing or
receiving Confidential Information are:
FORD Xx. X. X. XxXxxxxxx TORVEC: Xx. Xxxxx Xxxxxxxx:
Ford Motor Company Torvec Inc.
0000 Xxxxxxxx Xxxx 00 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxx Xxxx
00000
2. Confidential Information means proprietary information,
data, sketches and drawings of Ford, and includes (but is
not limited to) Ford production drawings of AX4N automatic
transmission, drawings of the AX4N transmission case, an
outline or package drawing, and a torque converter layout.
3. Ford shall disclose Confidential Information to Torvec,
as deemed necessary in the sole judgment of Ford, for Torvec
to adapt the IVT for installation into a Taurus vehicle.
4. Torvec shall use Confidential Information only for the
purpose of developing an IVT adapted for use in a Taurus
vehicle, installing such IVT into a Taurus vehicle, and
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demonstrating performance of the Taurus vehicle with the IVT
installed.
5. Torvec's duty to protect Confidential Information
disclosed under this Agreement extends for a period of ten
years from the date of each first disclosure of confidential
information.
6. Torvec shall protect Confidential Information by using
the same degree of care as Torvec uses to protect its own
confidential information of a like nature, but no less than
a reasonable degree of care, to prevent publication and
dissemination of Confidential Information to third parties,
and to prevent use of Confidential Information for any
purpose other than the purpose of Article 4 hereof.
7. This Agreement imposes no obligation upon Torvec with
respect to Confidential Information which (a) was in
Torvec's possession before receipt from Ford, (b) is or
becomes a matter of public knowledge through no fault of
Torvec, (c) is rightfully received by Torvec from a
rightfully possessing third party without a duty of
confidentiality, or (d) is required to be disclosed by court
order or other lawful governmental action, but only to the
extend so ordered, and provided that if Torvec is so ordered
Torvec shall notify Ford so that Ford may attempt to obtain
a protective order.
8. Torvec shall make no copies of the Confidential
Information. All materials bearing, containing, disclosing
or relating to Confidential Information shall remain the
property of Ford. Upon receipt of written request from
Ford, Torvec shall return all writings and other materials
in its possession or control that contain Confidential
Information received from Ford under this Agreement.
9. Torvec shall adhere to the U.S. Export Administration
Laws and Regulations and shall not export or re-export any
technical data or products received from Ford or the direct
product of such technical data to any proscribed country
listed in the U.S. Export Administration Regulations unless
properly authorized by the U.S. Government.
10. If a dispute arises between the parties relating to
this Agreement, the following procedure shall be implemented
before either party pursues other available remedies except
that each party may seek injunctive relief from a court
where appropriate in order to maintain the status quo while
this procedure is being followed:
a. The parties shall hold a meeting promptly,
attended by persons with decision making authority
regarding the dispute, to attempt in good faith to
negotiate a resolution of the dispute; provided,
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however, that no such meeting shall be deemed to
vitiate or reduce the obligations and liabilities
of the parties hereunder or be deemed a waiver by
a party hereto of any remedies to which such party
would otherwise be entitled hereunder, and further
provided that all such statements made at such
meeting shall be strictly off the record and shall
not be admissible in any court or arbitration
proceeding.
b. If, within 30 days after such meeting, the parties
have not succeeded in negotiating a resolution of
the dispute, they agree to submit the dispute to
mediation in accordance with the then current
Model Procedure for Mediation of Trademark and
Unfair Competition Disputes of the CPR Institute
for Dispute Resolution and to bear equally the
costs of the mediation.
c. The parties will jointly appoint a mutually
acceptable mediator, seeking assistance in such
regard from the CPR Institute for Dispute
Resolution if they have been unable to agree upon
such appointment within 20 days from the
conclusion of the negotiation period.
d. The parties agree to participate in good faith in
the mediation and negotiations related thereto for
a period of 30 days. If the parties are not
successful in resolving the dispute through the
mediation, then the parties agree to submit the
matter to binding arbitration or a private
adjudicator, or either party may seek an
adjudicated resolution through the appropriate
court.
e. Mediation or arbitration shall take place at a
mutually convenient site in the State of Michigan
to be agreed to by the parties. The substantive
and procedural law of the State of Michigan shall
apply to the proceedings. Equitable and
compensatory remedies shall he available in any
arbitration. Punitive damages, costs and
attorneys fees shall not be awarded. This Article
of this Agreement is to be governed by the Federal
Arbitration Act, 9 U.S.C.A.'1 et seq. Judgment
upon the award rendered by an Arbitrator, if any,
may be entered by any court having jurisdiction
thereof.
11. Torvec warrants and represents that as of the date of
this Agreement, it has not granted to any party a license or
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rights to a license that would preclude Torvec from granting
Ford a license to make, have made, use and sell IVTs.
12. Torvec shall demonstrate the Taurus vehicle having the
IVT installed to Ford before Torvec demonstrates the vehicle
to any third party.
13. Torvec shall provide to Ford, at no cost or obligation
to Ford, any performance data and analysis developed during
operation of the IVT in the Taurus vehicle or derived from
information pertaining to such operation.
14. Upon successful demonstration of the IVT, Ford shall
determine its interest in obtaining for itself and/or its
associated companies a license under Torvec technology and
patents related to the IVT.
15. For a period of one year after the effective date of
this Agreement, Torvec shall provide Ford an opportunity to
enter with Torvec a license agreement, pursuant to which
Torvec would grant to Ford under Torvec property rights in
the IVT a right to make, have made, use, sell and lease
IVTs.
16. In the event that a license is not concluded by the
parties on or before one year after the effective date of
this Agreement, or Ford determines in its sole judgment not
to incorporate the IVT into its vehicles, and either party
is unwilling to extend this Agreement, this Agreement will
terminate and neither party will have any further obligation
or liability to the other party except as specified in this
Agreement. This Agreement does not impose on Ford any
obligation to enter into any agreement or business
relationship with Torvec.
17. Neither party has an obligation under this Agreement
to purchase any service or item from the other party.
18. No agency or partnership relationship is created
between the parties by this Agreement.
19, All modifications to this Agreement must be made in
writing and must be signed by representatives of both
parties.
20. This Agreement is made under and shall be construed
according to the laws of the State of Michigan without
giving effect to principles of conflict of laws.
21. Under the terms of this Agreement, the obligations
accruing to Torvec shall also accrue to Torvec affiliates
and subsidiaries, if any. This Agreement shall not be
assignable.
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FORD MOTOR COMPANY
TORVEC Inc.
By:____________________________ By:___________________________
(Authorized Signature) (Authorized Signature)
______________________________ Xxxxxx X. XxXxxxxxx
(Printed Signatory's Name)
______________________________ Advanced and Pre-Program
(Printed Signatory's Title) Auto. Trans. Engrg. Manager
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FIRST AMENDMENT OF
CONFIDENTIAL DISCLOSURE AGREEMENT
This FIRST AMENDMENT is effective January 23, 1998
between Torvec Inc. (hereafter "Torvec"), and FORD (defined
as Ford Motor Company and its affiliated companies,
hereinafter referred to as 'FORD").
WHEREAS, Torvec and FORD have entered into a CONFIDENTIAL
DISCLOSURE AGREEMENT effective January 24, 1997 (hereinafter
"AGREEMENT") and wish to amend that AGREEMENT to revise its
expiration date. Accordingly, the parties agree as follows:
1. The parties modify the first paragraph in the
preamble of such AGREEMENT to read:
"The term of this Agreement will begin
on its Effective Date, January 24, 1997, and will
expire on January 23, 1999, unless extended by mutual
consent of the parties."
2. The AGREEMENT, as amended by this FIRST AMENDMENT,
remains in full force and effect.
FORD MOTOR COMPANY TORVEC INC-
00 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
By By
s/Xxxxxx X. XxXxxxxxx s/Xxxxx X. Xxxxxxxx
(Authorized Signature) (Authorized Signature)
Xxxxxx XxXxxxxxx Xxxxx X. Xxxxxxxx
(Printed Signatory's Name) (Printed Signatory's Name)
Dept. Mgr., Ford Advanced Trans.President
(Printed Signatory's Title) (Printed Signatory's Title)
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