Exhibit 10.20
MEMORANDUM OF UNDERSTANDING DATED JULY 9, 1997
BETWEEN THE COMPANY AND CAMELBAK/FASTRAK
SYSTEMS, INC.
[INFORMATION PLACED IN BRACKETS [ ] HAS BEEN
OMITTED IN ACCORDANCE WITH A CONFIDENTIAL
TREATMENT REQUEST PURSUANT TO RULE 406 AND
HAS BEEN FILED SEPARATELY WITH THE COMMISSION
Memorandum of Understanding
between
Xxxxxx Technologies, Inc.
and
CamelBak/FasTrak Systems, Inc.
July 9, 1997
The Parties hereto agree to establish a License Agreement in order to provide
FasTrak Systems, Inc. (hereinafter "FasTrak") with certain rights to develop and
sell selected products that incorporate Xxxxxx'x patented COMFORTEMP(TM) foams
and THERMASORB(TM) thermal additives (hereinafter "the Technology"), subject to
the provisions and understandings which follow:
1. Scope of License - Xxxxxx grants FasTrak a two (2) year exclusive license to
make, use, and sell selected End-Use Products incorporating the Technology into
the worldwide marketplace. For purposes of this Agreement, End-Use Products are:
Cold-weather personal and portable hydration systems for commercial and military
use.
2. License Fee - In return for the exclusive License granted above, and in lieu
of a License fee, FasTrak agrees, at a minimum, to perform the following
actions:
o Design, produce and market at least one style (SKU) of winter hydration
system incorporating COMFORTEMP(TM) for inclusion in the Winter 1997/98
product line,
o Aggressively promote the sale of all End-Use Products by, at a minimum:
o prominently displaying End-Use Products containing COMFORTEMP(TM)
(ComforTemp(TM) banner, featured booth placement, etc.) at the 1997
Outdoor Retailer Summer Show in Salt Lake City, and all other
appropriate trade shows;
o including COMFORTEMP(TM) - based hydration systems as a featured part
of all FasTrak-sponsored events/tours with COMFORTEMP(TM) prominently
highlighted and positioned in all promotional materials;
o featuring COMFORTEMP(TM) insulating foams as part of all FasTrak
sales, advertising and promotional materials for FasTrak's upcoming
snowboarding "compatibility program";
o prominently featuring the COMFORTEMP(TM) logo in all advertising,
brochures and promotional materials for all End-Use Products;
o prominently displaying the COMFORTEMP(TM) hangtag (provided by Xxxxxx)
on all FasTrak End-Use Products sold containing COMFORTEMP(TM);
o featuring COMFORTEMP(TM) in all consumer advertising related to all
End-Use Products from FasTrak containing COMFORTEMP(TM).
3. Sole Source Supply - The Parties hereto agree that Xxxxxx will be sole source
of supply for all Thermasorb(TM) additives and/or COMFORTEMP(TM) foams that may
be required by FasTrak, their subcontractors and/or affiliates to support
product development efforts and production requirements.
4. Purchase Requirements - Upon signing of the License, FasTrak agrees to place
purchase orders for each type of COMFORTEMP required (i.e., COMFORTEMP(TM)
83LX9, 65LX9, etc.). The purchase orders shall reflect volume brackets, pricing,
minimum purchase requirements and minimum delivery requirements in accordance
with [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.]
5. Delivery Of Product - In order to protect production lead times and customer
requirements, FasTrak shall maintain an adequate inventory of COMFORTEMP(TM) on
hand to support all orders due within ninety (90) days. All POs will be issued
to Xxxxxx by FasTrak not less than ninety (90) days preceding FasTrak's on-dock
need dates.
6. Intellectual Property - All Technology licensed to FasTrak under this
Agreement remains the exclusive intellectual property of Xxxxxx for the
commercial life of the Technology. However, if the Parties jointly develop, or
FasTrak develops independently, patentable intellectual property related to the
licensed Technology during the term of this License, then that Technology will
become part of this Agreement with the License thereto granted to FasTrak in
accordance with the License provisions in effect at that time.
7. Joint Development - The parties agree to begin an expedited joint development
effort to develop and test the application of the Technology to FasTrak products
for hot weather recreational use as well as for industrial and military
applications such as firefighting and troop hydration products. These
development efforts will include, at a minimum, the evaluation of COMFORTEMP(TM)
as a replacement and/or complement to all foams and insulation currently used by
FasTrak. FasTrak agrees to pay for all materials required to develop and
assemble these prototype systems, and Xxxxxx agrees to perform all reasonable
in-house thermal testing for same at no charge to FasTrak.
8. Best Effort Support - Both Parties hereto agree to support new product
development, new product introduction, promotion and sales of all licensed
products incorporating the Technology with the best efforts of the Parties. This
will include the active introduction of new products containing the Technology
by FasTrak and the reasonable support by Xxxxxx of FasTrak products containing
the Technology. Xxxxxx agrees to support FasTrak at a reasonable number of sales
presentations and trade shows in order to answer any technical questions that
potential customers may have. The Parties agree to collaborate on public
relations and media releases respecting this Agreement and products developed
containing the Technology.
XXXXXX TECHNOLOGIES, INC. FASTRAK SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxx 7-17-97 /s/ Fastrak Systems, Inc. 7/11/97
------------------------------ ----------------------------------
Chief Executive Officer President
Attachment A
XXXXXX TECHNOLOGIES, INC.
[This information has been omitted in accordance with a Confidential Treatment
Request and has been filed separately with the Commission.]
