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CONFIDENTIAL
MASTER LICENSE AGREEMENT
BETWEEN
SYNTROLEUM CORPORATION
AND
---------------
CONFIDENTIAL INFORMATION:
Use and distribution of this document is limited to the terms and conditions of
the confidentiality agreement dated _________ ____, 1997 between Syntroleum
Corporation and ________________.
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MASTER LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into as of this ___ day of
_____, 1997 by and between Syntroleum Corporation, an Oklahoma corporation
("Licensor"), and [________________], a [____delaware______] [___corporation___]
("Licensee").
RECITALS
A. WHEREAS, Licensor has developed and owns certain patent rights and
technical information relating to the Conversion Process; and
B. WHEREAS, Licensee desires to enter into a non-exclusive limited
license with Licensor to use Licensor Patent Rights and Licensor Technical
Information in practicing the Conversion Process in Licensed Facilities in the
Licensed Territory.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Parties agree as follows:
1. DEFINITIONS
The following terms (whether or not underscored) when used in this
Agreement, including its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof).
1.01 "AFFILIATE" means, with respect to each Party, any person in which the
Party or its parent company(ies) (one or more parent companies in an upward
series) shall at the time
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in question directly or indirectly own a fifty percent (50%) or more interest in
such person. It is understood that: (i) a Party or its parent company(ies)
directly owns a fifty percent (50%) or more interest in a person if that Party
or its parent company(ies) individually or collectively hold(s) shares carrying
fifty percent (50%) or more of the voting power to elect directors or other
managers of such person, and (ii) a Party or its parent company(ies) indirectly
owns a fifty percent (50%) or more interest in a person if a series of companies
can be specified beginning with a Party or its parent company(ies), individually
or collectively, and ending with such person so related that each company of the
series, except such person, directly owns a fifty percent (50%) or more interest
in a later company in the series.
1.02 "AGREEMENT" means this Master License Agreement.
1.03 "BARREL" means forty-two (42) gallons of two hundred thirty-one (231)
cubic inches each, measured at sixty degrees Xxxxxxxxxx (00 XXX. F) and one (1)
atmosphere pressure.
1.04 "CHAIN-LIMITING CATALYST" means a type of catalyst for use in a
Xxxxxxx-Tropsch Reaction the primary products of which are predominately
hydrocarbon molecules of twenty (20) or fewer carbon atoms which remain liquid
at ambient temperature and pressure.
1.05 "CONFIDENTIAL INFORMATION" means information of Licensor or Licensee
disclosed to the other Party under this Agreement, including any formula,
pattern, compilation, program, apparatus, device, drawing, schematic, method,
technique, know-how, process or pilot plant data, and other non-public
information such as business plans or other technology that: (a) derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use, and (b) is the subject
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of efforts that are reasonable under the circumstances to maintain its secrecy,
which information shall be disclosed in writing and labeled as "Confidential" or
the equivalent, or if disclosed verbally or in other non-written form,
identified as such at the time of disclosure and thereafter summarized in
writing by the disclosing Party within thirty (30) days of such initial
disclosure. Confidential Information includes, without limit, Licensor Catalyst
Information, Licensor Technical Information, and Licensee Technical Information.
1.06 "CONFIDENTIALITY AGREEMENT" means the agreement between _____________
and Licensor, dated ______________ __, 19__.
1.07 "CONVERSION PROCESS" means any process for the conversion of normally
gaseous hydrocarbons into a mixture of hydrocarbons which may be a combination
of normally gaseous, liquid, or solid hydrocarbons at ambient temperatures and
pressures and comprised of (a) autothermal reforming of a feed stream consisting
substantially of gaseous hydrocarbons in the presence of air, or oxygen-enriched
air to create an intermediate feed stream containing carbon monoxide and
molecular hydrogen, and (b) reacting the intermediate stream in the presence of
a Xxxxxxx-Tropsch catalyst to produce a product stream consisting of any
combination of gaseous, liquid or solid hydrocarbons at ambient temperature and
pressure. The Conversion Process includes all associated internal processes and
technologies such as heat integration, separation, or the recycle, use, or
consumption of hydrocarbons or other products. The Conversion Process does not
include any technology related to (i) pre-treatment of the natural gas feedstock
or (ii) post-processing the Xxxxxxx-Tropsch product stream for a purpose other
than that defined above.
1.08 "EFFECTIVE DATE" means the date set forth in the first paragraph of this
Agreement.
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1.09 "XXXXXXX-TROPSCH CATALYST" means any catalyst for use in a
Xxxxxxx-Tropsch Reaction including, but not limited to, Chain Limiting Catalyst
and High Alpha Catalyst.
1.10 "XXXXXXX-TROPSCH REACTION" means the catalytic reaction of carbon
monoxide and hydrogen, the primary products of which are hydrocarbons.
1.11 "HIGH ALPHA CATALYST" means a type of Xxxxxxx-Tropsch Catalyst, whose
alpha number, as calculated by the Xxxxxx-Xxxxx distribution equation, is 0.85
or higher.
1.12 "INVENTIONS OR IMPROVEMENTS" means any process, formula, composition,
device, catalyst (including both autothermal reforming catalysts and
Xxxxxxx-Tropsch Catalysts), apparatus, technology, know-how, operating
technique, improvement, modification, or enhancement relating to the use,
operation, or commercialization of the Conversion Process, which is discovered,
made, designed, developed or acquired by Licensee, solely or with others, since
the date of the Confidentiality Agreement, or used in a Licensed Plant, in each
instance whether patentable or not, including, without limitation, patents,
copyrights, and Confidential Information and further including the full scope
and content of the intellectual and tangible property included therein and
produced therefrom, e.g., drawings, prints, chemical formulae, prototypes, data,
computer programs and software, and the like. Inventions or Improvements shall
not include any information relating to methods of manufacturing catalysts for
use in the Conversion Process.
1.13 "LICENSE FEE" means the fee paid by Licensee to Licensor, as
consideration for granting a license pursuant to a Site License Agreement to use
Licensor Technology at a Licensed Plant, as calculated in accordance with
ATTACHMENT 3 of this Agreement, and does not include fees related to the
purchase of the associated Process Design Package for such Licensed Plant, any
catalyst or any catalyst markup.
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1.14 "LICENSED FACILITIES" means one or more Licensed Plants.
1.15 "LICENSED PLANT" means a plant (including modification, expansion or
replacement thereof) licensed to operate pursuant to a Site License Agreement
issued under the terms of this Agreement, at a site within the Licensed
Territory with a design production capacity measured in Barrels of Synthetic
Product per day, using or designed to use Licensor Technology to practice the
Conversion Process to produce Marketable Products.
1.16 "LICENSED TERRITORY" means all the countries of the world and their
respective territorial waters, except for United States of America, Canada,
Mexico, the People's Republic of China, India, and any country that, at the time
the applicable Site License is executed, may be prohibited or restricted by the
United States government from receiving Licensor Technology or the products
thereof.
1.17 "LICENSEE PATENT RIGHTS" means all rights with respect to patents and
patent applications of all relevant countries to the extent that the claims
cover features or aspects of Inventions or Improvements practiced in a Licensed
Plant, in each case to the extent that, and subject to the terms and conditions
under which, Licensee has the right to grant licenses, immunities or licensing
rights without having to make payment to others.
1.18 "LICENSEE TECHNICAL INFORMATION" means all unpatented Inventions or
Improvements practiced in a Licensed Plant, in each case to the extent that, and
subject to the terms and conditions under which, Licensee has the right to grant
licenses, immunities or licensing rights without having to make payment to
others.
1.19 "LICENSOR CATALYST INFORMATION" means, without limit, information
relating to any catalyst, catalyst formulation, conditioning procedure, start-up
procedure, regeneration procedure, or performance considered to be proprietary
by and to Licensor
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or acquired by Licensor which is useful in the practice of the Conversion
Process and which has been used commercially or is ready for commercial use.
Licensor Catalyst Information shall not include any information relating to
methods for manufacturing catalysts for use in the Conversion Process.
1.20 "LICENSOR CATALYST PATENT RIGHTS" means all rights with respect to
patents and patent applications of all relevant countries to the extent that the
claims cover features or aspects of catalysts useable in the Conversion Process
(including, without limitation, autothermal reforming catalysts and
Xxxxxxx-Tropsch Catalysts) and expressly excluding any process operating
techniques or apparatus or methods for manufacturing such catalysts, which are
acquired by Licensor (with right to sublicense) or are based on inventions
conceived by Licensor prior to termination of this Agreement; in each case to
the extent that, and subject to the terms and conditions, including the
obligation to account to and/or make payments to others, under which Licensor
has the right to grant licenses, sublicenses, immunities or licensing rights.
1.21 "LICENSOR PATENT RIGHTS" means all rights with respect to patents and
patent applications of all relevant countries to the extent that the claims
cover features or aspects of the Conversion Process (including, without
limitation, any operating techniques and apparatus and expressly excluding
Licensor Catalyst Patent Rights) which are acquired by Licensor (with right to
sublicense) or are based on inventions conceived by Licensor prior to
termination of this Agreement; in each case to the extent that, and subject to
the terms and conditions, including the obligation to account to and/or make
payments to others, Licensor has the right to grant licenses, sublicenses,
immunities or licensing rights.
1.22 "LICENSOR TECHNICAL INFORMATION" means all unpatented information
relating to the Conversion Process (including, without limitation, operating
techniques and apparatus for carrying out the Conversion Process and expressly
excluding Licensor Catalyst
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Information and Reactor Information) which (a) either (i) has been commercially
used or (ii) is in a stage of development suitable for commercial use, and
(b) has been made or acquired by Licensor (with right to sublicense) prior to
the termination of this Agreement; in each case to the extent that, and subject
to, the terms and conditions, including the obligation to account to and/or make
payments to others, under which Licensor has the right to disclose and grant
rights to others.
1.23 "LICENSOR TECHNOLOGY" includes Licensor Technical Information and
Licensor Patent Rights related to the practice of the Conversion Process and
Licensor Catalyst Information and Licensor Catalyst Patent Rights related to the
use of Licensor catalysts in the practice of the Conversion Process but
expressly excluding the right to make, have made, or sell Licensor Catalysts.
1.24 "LUBRICANTS" means hydrocarbon base oils which can be made into, or
blended with other base oils to be made into, without limit (a) automotive
lubricating oils such as PCMO, HDD, transmission and hydraulic fluids, and gear
oils; (b) industrial lubricants such as metalworking lubricants, process oils,
white oils, agricultural spray oils, de-foamers, cutting and quenching oils, and
rubber processing oils; (c) greases; (d) drilling fluids; or (e) any other
specialty product agreed to by the Parties which is not a Marketable Product.
1.25 "MARKETABLE PRODUCTS" means finished hydrocarbon fuels, hydrocarbons
consumed as fuel, or fuel blending stocks including, but not limited to, diesel,
kerosene, gasoline, and naphtha processed from Synthetic Product and expressly
excluding waxes, chemicals, Lubricants, or any other specialty hydrocarbon
products and subject to the express condition that Marketable Products shall be
produced from Synthetic Product at the Licensed Plant or produced from Synthetic
Product at a separate facility operated by the Licensee, its Affiliates, or
third Persons who are contractually committed to Licensee or its Affiliate to
produce only Marketable Products from such Synthetic Product.
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Notwithstanding the foregoing, Marketable Products shall be deemed to include
any products:
(a) produced at any location by any Person from a blended stream of
Synthetic Product and at least 15 % by volume of produced crude
oil or condensate, in which the Synthetic Product, before any
blending,
(i) remains a liquid at sixty degrees Xxxxxxxxxx (00 XXX. F)
and one (1) atmosphere pressure or,
(ii) has a chemical composition consisting of molecules having
at least 85 % by volume of which contain no more than 20 carbon
atoms each and no more than 1 % by volume of which contains more
than 40 carbon atoms each; or
(b) produced at any location by any Person from a blended stream of
Synthetic Product and at least 40 % by volume produced crude oil or
condensate such that after blending the mixture is a transportable
liquid, expressly excluding slurries; or
(c) produced by blending individual fractions distilled from Synthetic
Product with at least 50 % by volume of like distilled fractions
from produced crude oil or condensate, in which each distilled
fraction from Synthetic Product, before any blending, has a
chemical composition consisting of molecules having at least 85 %
by volume of which contain no more than 20 carbon atoms each and no
more than 1 % by volume of which contains more than 40 carbon atoms
each, wherein the blending is performed at any location by the
Licensee, its Affiliates, or third Persons who are contractually
committed to Licensee or its Affiliate to produce only Marketable
Products from such Synthetic Product.
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Notwithstanding the above language in this SECTION 1.25 hydrocarbons consumed
as fuel by Licensee or its Affiliates at locations which satisfy the conditions
of this SECTION 1.25 are Marketable Products, regardless of whether or not they
happen to be waxes, chemicals, Lubricants, or any other specialty hydrocarbon
products.
1.26 "PARTICIPATING INTEREST" means at least a ten percent (10%) working, net
profits, equity, or other economic interest, owned directly or indirectly
through another entity, in a Licensed Plant or Person owning or controlling a
Licensed Plant, but excluding a contract for operation of such Licensed Plant.
1.27 "PARTIES" means Licensor and Licensee.
1.28 "PARTY" means Licensor or Licensee.
1.29 "PERSON" means any natural person, corporation, partnership, limited
liability company, firm, association, trust, government, governmental agency or
any other entity, other than the Parties.
1.30 "REACTOR INFORMATION" means all information, including but not limited
to data, processes, plans, specifications, flow sheets, designs, and drawings,
relating to the internal design or functions, including, without limitation,
tube count, tube size and configuration and catalyst volume, relating to any
Licensor autothermal reformer or Xxxxxxx-Tropsch reactor, which, at any time
during the term of this Agreement, Licensor discloses to Licensee.
1.31 "REACTOR VENDOR" shall mean those fabricators approved by Licensor to
perform the fabrication and/or maintenance and repair of autothermal reformer or
Xxxxxxx-Tropsch
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reactors for installation and use in Licensed Facilities. Licensor may, from
time to time, add or remove any vendor from being a Reactor Vendor.
1.32 "PROCESS DESIGN PACKAGE" means a compilation of text, figures, drawings
and documentation, relating to the design and construction of a Licensed Plant,
in the form as attached to the Site License Agreement and which may be modified
from time to time by mutual consent of the Parties.
1.33 "SITE LICENSE AGREEMENT" means an agreement between the Parties, in the
form attached to this Agreement as ATTACHMENT 4 and which may be modified from
time to time by mutual written consent of the Parties, granting the right to
build and operate a single Licensed Plant, specifying in each case the site and
the nominal design capacity, in Barrels of Synthetic Product produced per day.
1.34 "START-UP DATE" means the first full calendar day following a five (5)
day period, after completion of catalyst pre-treatment and other preliminary
operations, during which the applicable Licensed Plant produces quantities of
Synthetic Product in an amount equal to at least 75% of the per-day design
production capacity of such Licensed Plant averaged over such 5 day period.
1.35 "SYNTHETIC PRODUCT" means those hydrocarbons, having a chemical
composition substantially consisting of molecules with five (5) or more carbon
atoms each, produced using Licensor Technology in the practice of the Conversion
Process at a Licensed Plant.
2. LICENSE GRANTS TO LICENSEE
2.01 Subject to the terms and conditions of this Agreement, Licensor grants
to Licensee a limited, non-exclusive, non-transferable (except as provided in
SECTION 2.06 and ARTICLE 8)
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right and license to use Licensor Patent Rights and Licensor Technical
Information to design, construct, operate and maintain (including modify, expand
and replace) Licensed Facilities under a separate Site License Agreement for
each Licensed Plant, to practice the Conversion Process to manufacture Synthetic
Product solely for the purpose of producing, using, and selling Marketable
Products anywhere in the world.
2.02 Subject to the terms and conditions of this Agreement, Licensor grants
to Licensee a limited, non-exclusive, non-transferable (except as provided in
SECTION 2.06 and ARTICLE 8) right to purchase from Reactor Vendors the
appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in
the practice of the Conversion Process at a Licensed Plant. Licensee shall
have no right to make, have made, or sell any reactor based on Reactor
Information except as expressly provided in this SECTION 2.02.
2.03 Subject to the terms and conditions of this Agreement, Licensor grants
to Licensee (a) the right to purchase from Licensor the appropriate
Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor
designated by Licensor, the appropriate autothermal reforming catalyst for use
in the practice of the Conversion Process at a Licensed Plant to manufacture
Synthetic Product solely for the purpose of producing, using, and selling
Marketable Products anywhere in the world and (b) a limited non-exclusive,
non-transferable (except as provided in SECTION 2.06 and ARTICLE 8) right and
license under Licensor Catalyst Patent Rights and Licensor Catalyst Information
to use such catalysts in the practice of the Conversion Process at a Licensed
Plant to manufacture Synthetic Product solely for the purpose of producing,
using, and selling Marketable Products anywhere in the world. The purchase price
for any catalyst purchased by Licensee from Licensor shall be equal to the
lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a
markup of twenty five percent (25%), or (b) if, during the twelve (12) month
period prior to a catalyst purchase by Licensee, the same catalyst (at
comparable quantities) was sold by Licensor to a third party at a markup less
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than twenty five percent (25%), Licensee shall be entitled to the lower markup
for its current catalyst purchase. Licensor will, no more than once per year,
provide Licensee reasonable access to the relevant books of Licensor to verify
the lowest markup for such catalyst. Licensee shall have no rights to make,
have made, or sell any Licensor Xxxxxxx-Tropsch Catalyst or autothermal
reforming catalyst, which is proprietary to Licensor. Beyond the initial
catalyst fill, for a Licensed Plant, Licensee will have the right to buy
replacement catalyst from other catalyst suppliers. If Licensor specifies in
the Process Design Package an autothermal reforming catalyst commercially
available from a third party, Licensee shall have the right to purchase such
catalyst directly from a third party.
2.04 In the event Licensor for any reason is unable to supply Licensee with
such amounts of Xxxxxxx-Tropsch Catalyst as may be reasonably necessary for the
operation of a specific Licensed Plant, Licensor shall provide to one or more
catalyst vendors designated by Licensor the necessary catalyst recipe, together
with a non-exclusive limited license to make and sell such Xxxxxxx-Tropsch
Catalyst to Licensee for use in such Licensed Plant, and Licensee shall have the
right to purchase such Xxxxxxx-Tropsch Catalyst from such vendor for use in such
Licensed Plant on the same terms (including price) as set forth in SECTION 2.03.
2.05 Upon Licensee's written request, Licensor will execute a Site License
Agreement with respect to a specific proposed Licensed Plant if:
(a) Licensee has a Participating Interest in the proposed Licensed Plant
as represented in a Request for Site License Agreement (ATTACHMENT 1);
(b) Licensee is current on all payments due under prior Site License
Agreements for all Licensed Facilities under this Agreement in
accordance with their respective terms;
(c) there is not a material default under this Agreement for which
Licensee is responsible resulting from or affecting more than one
Licensed Plant; and
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(d) no Person having a Participating Interest in the proposed Licensed
Plant is in material default under any agreement relating to Licensor
Technology.
Until such time as the above conditions are satisfied, Licensee shall have no
right or license to use Licensor Technology at the proposed Licensed Plant.
2.06 During the term of this Agreement, Licensee may extend this Agreement to
any Affiliate, provided that Licensee shall first notify Licensor in writing of
any such extension and the acceptance of such extension by such Affiliate
pursuant to this SECTION 2.06. The Affiliate to which this Agreement may be
extended by Licensee shall be subject to and shall accept in writing (in the
form set forth in ATTACHMENT 2) the same obligations to which Licensee is
subjected under this Agreement and all terms and conditions of this Agreement
shall apply to such Affiliate with respect to its obligations and its rights
(except the right of extension as set forth in this SECTION 2.06) as if such
Affiliate had entered into this Agreement with Licensor effective as of the date
of such extension. Licensee warrants to Licensor the full performance by such
Affiliate of the obligations which are imposed upon such Affiliate as a result
of such extension of this Agreement and, notwithstanding any such extension,
Licensee shall still be liable to Licensor for all sums which become due from
such Affiliate to Licensor and for any default by such Affiliate in the
performance of its obligations under this Agreement.
2.07 Each Licensed Plant shall remain at the initial plant site for a minimum
of seven (7) years from Start-Up Date. Thereafter, Licensee may relocate a
Licensed Plant to a new plant site within the Licensed Territory without
obtaining a new Site License Agreement provided (i) request is made by Licensee
to Licensor in the form of EXHIBIT G of the Site License Agreement in which
Licensee agrees that the Licensed Plant will remain at the new site for minimum
of seven (7) years and (ii) the Licensee is not in default under the Site
License Agreement for the Licensed Plant. Notwithstanding the foregoing,
Licensed Plants
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utilizing gas from leases, concessions, or similar production sharing
arrangements in which Licensee or its Affiliates own at least a ten percent
(10%) working, net profits, equity, or other economic interest (excluding any
interest owned by a governmental entity) may, at any time, be relocated within
the geographic boundaries of any such leases, concessions, or similar production
sharing arrangements. Nothing in this Agreement shall prohibit Licensee or its
Affiliates from purchasing gas from other parties to manufacture Synthetic
Product at any Licensed Plant pursuant to this Agreement.
3. TECHNICAL ASSISTANCE
3.01 Licensee shall purchase and Licensor agrees to furnish to Licensee, or
to a contractor designated by Licensee, a Process Design Package for each
Licensed Plant according to the terms specified in SECTION 5.03 of this
Agreement.
3.02 Reactor Information necessary for each Licensed Plant shall be excluded
from the Process Design Package. However, those elements of Reactor Information
which are necessary to fabricate such reactors will be provided by Licensor
directly to one or more Reactor Vendors selected by Licensee to manufacture the
autothermal reformer and Xxxxxxx-Tropsch reactors from Licensor's then current
list of Reactor Vendors. Licensor may, from time to time, add or remove any
Reactor Vendor.
3.03 Except as may be set forth in a Process Design Package, the obligations
of Licensor under this Agreement do not include the performing of any basic or
detailed design, engineering, training, consulting, start-up, operating or
maintenance services with respect to any Licensed Plant. Licensor's
responsibilities for any such services in the design, construction and operation
(including maintenance) of any Licensed Plant shall be as set
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forth in one or more separate written engineering services agreement(s) (if any)
between Licensor and Licensee specifically applicable to each Licensed Plant.
3.04 Licensor agrees to disclose to Licensee, upon reasonable request but at
least once a year, (a) additions to Licensor Technology and (b) improvements or
inventions developed by Licensor or its Affiliates relating to Licensor
Technology which have been commercially used or which Licensor determines are in
a stage of development suitable for commercial use. Licensor shall permit
Licensee to reasonably inspect, at mutually convenient times, the operating
procedures, process conditions, material balances, energy consumption, catalyst
performance, and analyses of internal streams and/or Synthetic Product at
Licensor's pilot plant which are applicable to such improvements or inventions.
3.05 Licensee shall provide Licensor 90 days advance written notice of the
anticipated Start-up Date for each Licensed Plant. Licensee agrees to permit
Licensor and/or its representatives access to Licensee's Licensed Plants at
reasonable and convenient times, for inspection and if requested by Licensee,
training, by representatives of Licensor. Licensor shall have the right to
charge Licensee a reasonable fee for any training as may be agreed with the
Licensee on a case by case basis.
4. LICENSEE GRANTS TO LICENSOR
4.01 Licensor may, no more than one (1) time per year, request and Licensee
agrees to disclose to Licensor in writing any Inventions or Improvements related
to the Conversion Process provided that information disclosed to Licensee by
third parties under a written confidentiality agreement, without the Licensee
acquiring the right to use or otherwise exploit such information in any way,
need not be disclosed to Licensor pursuant to this SECTION 4.01 if such
disclosure would result in a violation of such confidentiality agreement.
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4.02 Subject to the terms and conditions of this Agreement, Licensee grants
to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (i)
right and license under Licensee Patent Rights and (ii) right and license to use
Licensee Technical Information for the design, construction, operation and
maintenance (including modify, expand and replace) of facilities practicing the
Conversion Process, together with the right to grant corresponding sublicenses
of the Licensee Patent Rights and Licensee Technical Information to other
licensees of Licensor Technology for use at a licensed plant practicing the
Conversion Process, provided that any such licensee to whom a sublicense is to
be granted shall have granted reciprocal rights to Licensor to use and grant
sublicenses under such licensee's patent rights and technical information for
the benefit of Licensee. Licensee shall have the right to charge Licensor a
reasonable fee for any training with respect to Licensee Patent Rights and
Licensee Technical Information as may be agreed with the Licensor on a case by
case basis.
4.03 Should Licensee, during the term of this Agreement, make any patentable
Inventions or Improvements, Licensee may, at its sole discretion, file patent
applications with respect to such Inventions or Improvements in its own name and
at its own expense, and take such other steps as are necessary, in the sole
judgment of Licensee, to protect its rights in such Inventions or Improvements.
In the event Licensee declines to file any patent application with respect to
any Inventions or Improvements, it shall promptly notify Licensor in a timely
manner to allow Licensor, at its sole discretion, to file such patent
application at its sole expense, and to take such other steps as are necessary,
in its judgment, to protect the Parties' rights in such Inventions or
Improvements, subject to Licensee's obligation to account to third parties
therefore and provided that title to such Inventions or Improvements shall
remain in Licensee.
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4.04 Licensor and Licensee each agree that they will take all actions and
execute all documents and shall cause their employees, agents and contractors to
take all actions and execute all documents as are necessary or appropriate to
carry out the provisions of this ARTICLE 4 or to assist each other in the
preparation, filing and prosecution of patent applications or securing such
protection referenced in this ARTICLE 4 when so requested.
4.05 Licensee shall permit Licensor and/or its representatives to reasonably
inspect, at mutually convenient times, the operating procedures, process
conditions, material balances, energy consumption, catalyst performance, and
analyses of internal streams and/or Synthetic Product which are applicable to
Licensee's Inventions or Improvements at any Licensed Plant incorporating such
Inventions or Improvements.
4.06 Licensee agrees to provide, from time to time and upon request by
Licensor, samples of Marketable Products as they are produced by any of
Licensee's Licensed Plants to verify compliance with this Agreement. Licensor
agrees to limit its analysis of samples of Marketable Products to those analyses
necessary to determine compliance with the definition of Marketable Products.
5. LICENSE AND OTHER FEES
5.01 In consideration for the rights granted to Licensee by Licensor under
this Agreement, Licensee shall pay Licensor a non-refundable amount of
$ U.S. dollars upon execution of this Agreement. This amount shall be
fully credited against the first $ U.S. dollars in License Fees
payable by Licensee to Licensor under this Agreement.
5.02 Licensee agrees to pay fees to Licensor in accordance with ATTACHMENT 3
for each Licensed Plant.
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5.03 In addition to the amounts to be paid by Licensee to Licensor under
SECTIONS 5.01 AND 5.02, Licensee agrees to pay Licensor for each Process Design
Package, a fee equal to the costs actually incurred by Licensor in preparing the
Process Design Package, plus 10% of the total of such actual cost. Such fee
shall be invoiced by Licensor to Licensee after delivery of a Process Design
Package and payment shall be due within 30 days from receipt of invoice by
Licensee.
5.04 All amounts payable under this Agreement shall be paid by Licensee to
Licensor at Licensor's address specified in SECTION 10.07, or to an account at a
bank specified by Licensor, in dollars of the United States of America.
5.05 In the event Licensee is required to withhold any taxes from amounts
payable to Licensor under this Agreement, Licensee agrees to provide Licensor at
the time of such withholding with a receipt or other evidence reflecting the
deposit of such taxes with the appropriate governmental agency.
6. WARRANTIES AND INDEMNITIES
6.01 Licensor represents and warrants that it is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Oklahoma, United States of America, and has full power and authority to enter
into and perform its obligations under this Agreement. The execution, delivery
and performance of this Agreement and all documents relating hereto by Licensor
have been duly and validly authorized by all requisite corporation action and
constitute valid and binding obligations of Licensor enforceable in accordance
with their respective terms.
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6.02 Licensee represents and warrants that it is a [____corporation____] duly
organized, validly existing, and in good standing under the laws of
[______delaware______], and has full power and authority to enter into and
perform its obligations under this Agreement including the right to grant the
rights and licenses as set forth in ARTICLE 4. The execution, delivery and
performance of this Agreement and all documents relating hereto by Licensee have
been duly and validly authorized by all requisite corporate action and
constitute valid and binding obligations of Licensee enforceable in accordance
with their respective terms.
6.03 Except as otherwise expressly set forth in this Agreement or other
written agreement between the Parties, LICENSOR MAKES NO AND HEREBY DISCLAIMS
ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING ANY
WARRENTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER
WARRANTIES OR REPRESENTATIONS OF ANY KIND TO LICENSEE, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO USE OF LICENSOR
TECHNOLOGY AS AUTHORIZED HEREUNDER.
6.04 EXCEPT FOR UNAUTHORIZED DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION OR
UNAUTHORIZED USE OF PATENT RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL A
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR SAVINGS,
REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH A CLAIM FOR SUCH DAMAGES,
WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, EVEN IF LICENSOR OR LICENSEE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUT IF A PARTY IS FOUND
LIABLE, DESPITE THE ABOVE LANGUAGE, TO THE OTHER PARTY FOR SPECIAL, INDIRECT,
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CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES THEN THE MAXIMUM LIMIT
OF SUCH DAMAGES IS AGREED TO BE $5,000.
6.05 A Party will promptly advise the other Party in writing of any claim
made or lawsuit alleging infringement of any patent or copyright or
misappropriation of Confidential Information based on the design, construction
and/or operation of Licensed Facilities (including Synthetic Product or
marketable products produced from Licensed Facilities).
(a) If Licensee has made a modification to the Process Design Package,
with respect to a Licensed Plant, and infringement or misappropriation by such
Licensed Plant would not exist in the absence of Licensee's modification,
Licensee will be solely responsible for any claim or lawsuit. Licensee will (i)
promptly undertake at its own expense the defense of the claim or lawsuit, and
(ii) hold Licensor, its Affiliates, and their officers, directors, and employees
harmless from any liability, damages and other sums that may be assessed in or
become payable under any decree or judgment by any court or other tribunal which
results from such claim or lawsuit.
(b) If the design, construction and/or operation of a Licensed Plant
which is the basis for alleged infringement or misappropriation, is in
accordance with the designs, specifications and operating conditions (including,
but not limited to, catalysts) embodied in the Process Design Package for such
Licensed Plant, Licensor will (i) promptly undertake at its own expense the
defense of the claim or lawsuit, and (ii) hold Licensee, its Affiliates, and
their officers, directors, and employees harmless from any liability, damages
and other sums that may be assessed in or become payable under any decree or
judgment by any court or other tribunal which results from such claim or
lawsuit.
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(c) A Party will render all reasonable assistance that may be required
by the other Party in the defense of claim or lawsuit alleging infringement or
misappropriation and such Party shall have the right to be represented therein
by advisory counsel of its selection and at its expense.
(d) In the event a court or other tribunal finds that infringement
and/or misappropriation has occurred not as a result of Licensee's
modifications, Licensor shall have the option, at its sole expense, to either
(i) provide designs, specifications and/or operating conditions (including, but
not limited to, catalysts) and make modifications to the Licensed Plant which
avoid such infringement and/or misappropriation without degrading the economics
or performance of the Licensed Facilities, or (ii) acquire the right to continue
using the design, construction and operating conditions (including, but not
limited to, catalysts), which were the subject of such infringement and/or
misappropriation.
(e) Except as provided in (d) above, a Party shall not settle or
compromise any claim or lawsuit alleging infringement or misappropriation
without the written consent of the other Party if such settlement or compromise
obligates the other Party to make any payment or part with any property, to
assume any obligation or grant any licenses or other rights, or to be subject to
any injunction by reason of such settlement or compromise.
6.07 Licensor agrees to indemnify and hold harmless Licensee, its Affiliates,
and their officers, directors, and employees from and against the full amount of
any and all claims, demands, actions, damages, losses, costs, expenses, or
liability whatsoever (including without limitation the costs of litigation,
including reasonable attorneys' fees), for patent infringement, property (real
and personal) damage, personal injury or death, fines, or penalties arising in
whole or in part out of the use of Licensee Patent Rights and Licensee Technical
Information in a plant operated by Licensor or Person under license from
Licensor.
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6.08 Licensor agrees to indemnify and hold harmless Licensee, its Affiliates,
their officers, directors, and employees from and against the full amount of any
and all claims, demands, actions, damages, losses, costs, expenses, or liability
whatsoever (including without limitation the costs of litigation, including
reasonable attorneys' fees), for property (real and personal) damage, personal
injury or death, fines, or penalties arising in whole or in part out of acts or
omissions in the preparation and content (including design, engineering, and
specifications) of the Process Design Package for the Licensed Facilities.
6.09 Licensee agrees to indemnify and hold harmless Licensor, its Affiliates,
their officers, directors, and employees from and against the full amount of any
and all claims, demands, actions, damages, losses, costs, expenses, or liability
whatsoever (including without limitation the costs of litigation, including
reasonable attorneys' fees), for property (real and personal) damage, personal
injury or death, fines, or penalties arising in whole or in part out of acts or
omissions outside the scope of or any modification to the content (including
design, engineering, and specifications) of the Process Design Package for the
Licensed Facilities.
6.10 Licensor's total obligation and liability to indemnify and hold Licensee
harmless for any and all claims (i) under this ARTICLE 6, including but not
limited to all expenses incurred by Licensor in assuming Licensee's defense,
making modifications to the Licensed Plant and for paying any judgments or
settlements on Licensee's behalf, or for any other reason contemplated by this
ARTICLE 6, (ii) for failure to meet any process guarantees that may have been
provided under a separate agreement, or (iii) for any other indemnification made
by Licensor pursuant to this Agreement, shall in no event exceed 50% of the
total License Fees received from the Licensee for any Licensed Plant that is
subject to the above claims.
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6.11 Licensee's total obligation and liability to indemnify and hold Licensor
harmless for any and all claims (i) under this ARTICLE 6 including but not
limited to all expenses incurred by Licensee in assuming Licensor's defense and
for paying any judgments or settlements on Licensor's behalf, or for any other
reason contemplated by this ARTICLE 6, or (ii) for any other indemnification
made by Licensee pursuant to this Agreement, shall in no event exceed 50% of the
total License Fees received by Licensor from Licensee for any Licensed Plant
that is subject to the above claims.
7. CONFIDENTIALITY AND LIMITATIONS
7.01 Licensee agrees that any Confidential Information disclosed by Licensor
or an Affiliate directly or indirectly to Licensee during the period from the
date of Licensee's execution of the Confidentiality Agreement through the term
of this Agreement, will be kept confidential by Licensee for a period of fifteen
(15) years after the date of each disclosure, but not to exceed five (5) years
after the termination of this Agreement or fifteen (15) years from the Effective
Date, whichever last occurs, with the same standard of care Licensee uses to
protect its own similar confidential information and, except as otherwise
provided in this Agreement, will not be disclosed to others or copied or
duplicated (except for internal use), and will be used by Licensee solely as it
relates to this Agreement, and for no other purpose, including Licensee's
research, development or commercial activities related to the Conversion Process
for its own account. To the extent reasonably necessary to carry out the
purposes of this Agreement, Licensee may disclose any of the foregoing
information to an Affiliate, provided that the Affiliate has agreed in writing
to be bound by this Agreement.
7.02 Licensor agrees that any Confidential Information disclosed by Licensee
or an Affiliate directly or indirectly to Licensor during the term of this
Agreement will be kept confidential by Licensor for a period of fifteen (15)
years after the date of each disclosure,
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but not to exceed five (5) years after the termination of this Agreement or
fifteen (15) years from the Effective Date, whichever last occurs, with the same
standard of care Licensor uses to protect its own similar confidential
information, and except as otherwise provided in this Agreement, will not be
disclosed to others or copied or duplicated, and will be used by Licensor solely
in the development, marketing and licensing of the Conversion Process, and for
no other purpose. Licensor may disclose such Confidential Information to third
parties who have executed a secrecy agreement with confidentiality terms similar
to the confidentiality provisions of this Agreement. To the extent reasonably
necessary to carry out the purposes of this Agreement, Licensor may disclose any
of the foregoing information to an Affiliate, provided that the Affiliate has
agreed in writing to be bound by the relevant provisions of this Agreement.
7.03 A Party shall not be subject to the restrictions set forth in SECTIONS
7.01 AND 7.02 as to the disclosure, duplication or use of disclosed Confidential
Information, which the receiving Party can prove by competent evidence (a) was
already known to the receiving Party or an Affiliate prior to the disclosure
thereof by the disclosing Party; (b) is or becomes part of the public knowledge
or literature without breach of this Agreement by the receiving Party but only
after it becomes part of the public knowledge or literature; (c) shall otherwise
lawfully become available to the receiving Party or an Affiliate from a third
party but only after it becomes so available and provided the third party is not
under obligation of confidentiality to disclosing Party; or (d) is developed by
the receiving Party or an Affiliate independently of any disclosure by the
disclosing Party to the receiving Party or an Affiliate under this Agreement or
independently of any joint research and development activities of Licensee and
Licensor which may occur under a separate agreement. Any Confidential
Information disclosed shall not be deemed to fall within the confidentiality
exceptions of this SECTION 7.03 merely because it is embraced by more general
information. In any such case set forth in SECTION 7.03(a), (b), (c), AND (d),
the receiving Party shall not disclose to any third party that any such
information was also
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made available to or acquired by the receiving Party or an Affiliate from the
disclosing Party, and such release from the secrecy obligation shall not be
considered as a license to make, sell, use or operate under any of the
disclosing Party's proprietary rights.
7.04 The receiving Party shall limit access to the Confidential Information
disclosed to it to those employees of the receiving Party or an Affiliate who
reasonably require the same and who are under a legal obligation of
confidentiality on the terms set forth in SECTION 7.01 and SECTION 7.03. The
receiving Party shall be responsible to the disclosing Party for the performance
by its employees of their confidentiality obligations. The receiving Party
shall keep a record of any Confidential Information marked "Limited Access" and
the identity of each employee who has access to Confidential Information so
marked. The receiving Party shall inform the other Party of the identity of
each such employee within 30 days of disclosure.
7.05 The Parties agree that they will each take all actions and execute all
documents, and shall cause their employees, agents and contractors to take all
actions and execute all documents as are necessary or appropriate to carry out
the provisions of this ARTICLE 7 or to assist each other in securing protection
of intellectual property and Confidential Information referenced in this
ARTICLE 7.
7.06 With respect to any catalyst furnished by Licensor to Licensee for use
by Licensee at the Licensed Facilities, Licensee will not, and Licensee will not
allow any other person to, analyze, break down, reverse engineer or otherwise
seek to determine the chemical composition, except for loss on ignition and bulk
density, of any such catalyst, except that Licensee shall be entitled to (a)
perform analyses that Licensor may from time to time specifically authorize in
writing, to the extent required for monitoring the performance of the Licensed
Facilities and for regeneration, reclamation or disposal of spent catalysts,
such authorization not to be unreasonably withheld, and (b) provide
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results of the aforementioned analyses to other parties to the extent required
for regeneration, reclamation or disposal of spent catalysts, but only after
such other parties have entered into an agreement with Licensor in a form
attached hereto as EXHIBIT E of the attached Site License Agreement. Licensor
will be provided with a copy of all such analyses which has been approved in
writing prior to release to other parties.
8. ASSIGNMENT AND TRANSFERS
8.01 Except for assignment to an Affiliate or the successor in interest, by
purchase or otherwise, of Licensee (but specifically excluding Exxon
Corporation, Royal Dutch Shell, Sasol Limited or any entity in which they have
an equity interest), which may be made without written consent of Licensor, this
Agreement shall not be assignable by Licensee without the prior written consent
of the Licensor, which consent will not be unreasonably withheld. Licensee will
promptly notify Licensor in writing of any assignment to an Affiliate, or such
successor in interest. Except for assignment to an Affiliate, or such successor
in interest, any attempted assignment of this Agreement by Licensee without
consent of Licensor shall be void.
8.02 In the event of the transfer of Licensee's Participating Interest in any
Licensed Plant to another Person other than an Affiliate, Licensee shall obtain
such Person's unconditional execution of the Site License Transfer Letter set
forth in EXHIBIT F of the Site License Agreement, and submit such Letter to
Licensor, whereupon if Licensor gives its written consent, such consent not to
be unreasonably withheld, then such Person to whom such Site License Agreement
shall have been transferred shall be substituted for Licensee for all purposes
in connection with such Licensed Plant. Licensor's refusal to consent may be
justified by Licensor's reasonable concern that assignee will not comply with
the terms of this Agreement. A transfer of Licensee's Participating Interest
does not relieve Licensee of its confidentiality obligations under this
Agreement with respect to Confidential
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Information associated with such transferred Participating Interest.
9. TERM AND TERMINATION
9.01 This Agreement shall extend for a period of fifteen (15) years following
the Effective Date, or five (5) years following the effective date of the last
Site License Agreement issued under this Agreement, whichever last occurs.
9.02 Upon the written notice from Licensor to Licensee of any material
default under this Agreement (including any material default under a Site
License Agreement), other than as noted in SECTION 2.05 (C), all rights of
Licensee under SECTION 2.05 of this Agreement, shall be suspended until such
default is cured by Licensee. Licensee's or an Affiliate's right to operate any
Licensed Plant which is in compliance with its Site License Agreement shall not
be affected by either a default under this Agreement or a default under another
Site License Agreement for another Licensed Plant. If a material default under
this Agreement shall continue for a period of one year following written notice
of such default to Licensee from Licensor without being cured by Licensee, then
Licensor shall have the right to (a) suspend all rights of Licensee under this
Agreement, or (b) terminate this Agreement upon written notice to Licensee. The
actions by Licensor under this SECTION 9.02 shall not prejudice Licensor from
enforcing any claim which it may have for damages or otherwise on account of the
default.
9.03 Termination of this Agreement shall not:
(a) relieve Licensee of its obligations to account for and pay all
amounts due Licensor under this Agreement and all Site License
Agreements executed by Licensee under this Agreement;
(b) affect any rights granted Licensee under Site License Agreements in
effect on the date of termination;
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(c) affect any rights granted under ARTICLE 4 with respect to Licensee
Patent Rights and Licensee Technical Information, which shall survive
termination in accordance with its terms; or
(d) affect the obligations of Licensor and Licensee under ARTICLES 6
AND 7 and SECTIONS 8.02 AND 10.02, which shall survive termination in
accordance with their terms.
9.04 No Party to this Agreement shall be in default in performing its
obligations under this Agreement to the extent that performing such obligations,
or any of them, is delayed or prevented by revolution, civil unrest, strike,
labor disturbances, epidemic, accident, fire, lightening, flood, storm,
earthquake, explosion, blockage or embargo, or any law, proclamation, regulation
or ordinance, or any other cause that is beyond the control and without the
fault or negligence of the Party asserting the benefit of this SECTION 9.04.
Each Party shall do all things reasonably possible to remove the cause of such
default.
9.05 Licensee shall have the right to terminate this Agreement in its sole
discretion, with or without cause, upon the delivery of written notice of
termination to Licensor no less than 90 days prior to the date of such
termination.
10. MISCELLANEOUS
10.01 This Agreement embodies the entire intent of the Parties and merges all
prior oral and written agreements between the Parties hereto with respect to
subject matter hereof, except for the Confidentiality Agreement. No stipulation,
agreement, representation or understanding of the Parties hereto shall be valid
or enforceable unless contained in this Agreement or in a subsequent written
agreement signed by the Parties hereto. In the event of a conflict between this
Agreement and a Site License Agreement executed pursuant to this Agreement, this
Agreement will govern.
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10.02 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF. The Parties expressly and irrevocably
consent and submit to the jurisdiction of any federal court sitting in the state
of Oklahoma and agree that, to the fullest extent allowed by law, only such
Oklahoma federal courts, to the exclusion of all others, shall have jurisdiction
over any action, suit or proceeding arising out of or relating to this
Agreement. Provided, however, that in the event that no federal court in the
State of Oklahoma has jurisdiction over the Parties and the subject matter of
any action, suit, or proceeding, the Parties expressly and irrevocably consent
and submit to the jurisdiction of any state court sitting in the state of
Oklahoma and agree that, to the fullest extent allowed by law, only such
Oklahoma state courts, to the exclusion of all others, shall have jurisdiction
over any such action, suit or proceeding arising out of or relating to this
Agreement. The Parties each irrevocably waive, to the fullest extent allowed by
law, any objection either of them may have to the laying of venue of any such
suit, action or proceeding brought in any state or federal court sitting in, the
state of Oklahoma based upon a claim that such court is inconvenient or
otherwise an objectionable forum. Any process in any action, suit or proceeding
arising out of or relating to this Agreement may, among other methods, be served
upon any Party by delivering it or mailing it to their respective addresses set
forth herein. Any such delivery or mail service shall be deemed to have the
same force and effect as personal service in the State of Oklahoma.
10.03 This Agreement does not grant and shall not be construed as granting any
license, authorization or consent, to either Party by the other Party hereto, to
use any name, trademark, service xxxx or slogan of the other Party. A Party
shall not use the other Party's name without written consent, except for the
identification of the other Party as a Licensee or Licensor of Licensor
Technology. The terms of this Agreement will be maintained in
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confidence by each Party subject to the same standard of care each Party uses to
protect its confidential information, except as required by law. A press
release which includes the name of the other Party must have prior written
approval of the other Party, except as required by law.
10.04 Failure of either Licensor or Licensee at any time or from time to time
to exercise any of its rights under this Agreement or to insist upon strict
performance of the other Party's obligations hereunder shall not be deemed a
waiver of or to limit any of such rights or obligations with respect to such
rights or obligations or any subsequent occurrence.
10.05 Licensee may publish the existence of this Agreement but agrees not to
disclose, without the written consent of the Licensor, any of the terms of this
Agreement or any portion thereof, or any amendment concerning the same, except
to Persons directly involved with design, financing, construction, or operation
of a Licensed Plant on a need-to-know basis or as required by law.
10.06 Licensee agrees that all Licensor information, technology, patents, and
the product produced directly by the use thereof, when used outside the United
States of America, shall be used by Licensee subject to and in accordance with
regulations of any department or agency of the United States of America and
shall not be re-exported or trans-shipped to any destination requiring the
approval of the United States government for such re-exportation or
trans-shipment until a request to do so has been submitted to and approved by
the United States government and Licensor.
10.07 Should any part or provision of this Agreement be held unenforceable or
in conflict with the law of any state or of the United States of America or of
any foreign country, the validity of the remaining parts or provisions shall not
be affected by such holding.
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10.08 All notices hereunder shall be addressed to the Parties as follows:
(a) If to Licensor:
Syntroleum Corporation
000 X. Xxxxxx, Xxx. 0000
Xxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
Phone No.: (000) 000-0000
ATTN: Xxxxxxx X. Xxxx
with copy to:
Xxxx Xxxxxxxx, Esq.
General Counsel
000 X. Xxxxxx, Xxx. 0000
Xxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
Phone No.: (000) 000-0000
(b) If to Licensee:
---------------------
---------------------
---------------------
ATTN:
---------------
with copy to:
---------------------
---------------------
---------------------
ATTN:
---------------
Any notice required or permitted to be given under this Agreement by one of the
Parties to the other shall be deemed to have been sufficiently given for all
purposes hereof if mailed by registered or certified mail, postage prepaid,
addressed to such Party at its address
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indicated above, electronically transmitted and acknowledged by the other Party
or by actual delivery of written notice to the other Party.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date set forth above.
Licensor
SYNTROLEUM CORP.
By:
--------------------------------
Xxxxxxx X. Xxxx, CEO
Date:
------------------------------
Licensee
company
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Date:
------------------------------
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