Exhibit 10.1
HEAD LICENCE AGREEMENT
This Agreement is made on 31 March 1998, by and between
OFFSHORE SHUTTLE AS, a Norwegian limited company having its registered
office at Xxxxxxxx 0, 0000 Xxxx (hereinafter referred to as "OSAS")
and
MARINE SHUTTLE OPERATIONS AS, a Norwegian limited company having its
registered office at Xxxxxxxxxxxx 00, x/x XX-Xxxxxxx XXX, 0000 Xxxxxxx
(hereinafter referred to as "MSO")
Hereinafter jointly referred to as the "Parties";
WHEREAS OSAS has developed a novel technical concept for the transport,
installation and removal of marine structures, by using a floating barge (the
"Offshore Shuttle") specifically designed to move heavy loads (hereinafter
referred to as the "Offshore Shuttle Concept"); and to which OSAS is the sole
owner of all intellectual property rights.
WHEREAS MSO has offered a proposal for MSO to acquire from OSAS a license for
building and operating five Offshore Shuttles with an option to acquire another
two further licenses;
WHEREAS OSAS on this background started negotiations and entered into a Letter
of Intent dated 19 February 1998 which sets out certain main principles
regarding a co-operation between the Parties;
WHEREAS the Letter of Intent provides that the parties shall negotiate in good
faith in order to obtain a Head License regarding the details of the Letter of
Intent and any other provision applying to the rights and obligations of MSO and
OSAS;
WHEREAS the Parties have negotiated and reached a Head License and now wish to
set out in writing the terms and conditions agreed upon,
NOW THEREFORE it is agreed as follows:
1. The Offshore Shuttle
1.1 The Offshore Shuttle comprises a novel concept for the purpose of
moving heavy loads in marine environments. The Offshore Shuttle can
transport loads both on and below the surface of the water and is able
to shift from horizontal to vertical position in the sea at various
depths. OSAS has applied for patent protection for various features of
the Offshore Shuttle.
2. Head License
2.1 MSO acquires from OSAS an exclusive license (hereinafter referred to as
the "Head License") to build and operate 5 (five) Offshore Shuttles,
with an additional option to acquire another 2 (two) licenses, each
comprising 1 Offshore Shuttle.
The Head License shall include the right to use:
(i) OSAS' know-how, drawings, plans, specifications, computer
programs and technical data, and
(ii) patent and trademark rights which OSAS has or may acquire.
2.2 The licence granted herein does not include any rights to sell the
Offshore Shuttle or to grant sub-licences without the prior written
approval of OSAS, such approval not to be unreasonably withheld.
2.3 MSO shall use the names "Offshore Shuttle" and "Offshore Shuttle Concept" in
all external relations.
3. Offshore Shuttle Order Schedule
3.1 The Parties have agreed that yard orders for each of the 5 Offshore
Shuttles shall be placed in the following years (hereinafter referred
to as the "Order Years") in the period between 1998 and 2003 and
subject to the terms hereof:
No. of Offshore
Shuttles
1998 1
1999 0
2000 1
2001 1
2002 1
2003 1
-
Total 5
-
In each such Order Year, the Order shall be placed with the yard by MSO
no later than on 30 June for each Order Year with the exception of (i)
Offshore Shuttle no. 1 for which the Order Expiry Date shall be 31
October 1998 subject to due delivery of OSAS as described in Article 6
hereinafter (pre-engineering package) and (ii) Offshore Shuttle no. 2
for which the Order shall be placed no later than 6 months after the
successful testing of Offshore Shuttle no. 1 (hereinafter referred to
as "Order Expiry Date"). In the event a third party wishes to build a
Offshore Shuttle before Offshore Shuttle no. 1 is successfully tested,
however, the Parties shall seek to exploit such opportunity.
3.2 In the absence of an Order by MSO within the Order Expiry Date for each
Order Year, OSAS shall, subject to the MSO Option of Article 4 below,
have the right in each such case to market and sell a license for one
Offshore Shuttle to any third party during the subsequent 12 months
period.
3.3 In the event that MSO should fail to meet the respective Order Expiry
Dates as defined herein, MSO shall have the right to execute the MSO
Option as specified in Article 4 below.
4. MSO Option
4.1 In the event as described above under item 3.3, MSO shall have the
right for Offshore Shuttle no. 2-5 to extend the respective Order
Expiry Date(s) for a period of up to twelve months, respectively
(hereinafter referred to as the "MSO Option").
4.2 The MSO Option shall be exercised by MSO by notifying OSAS in writing
prior to the respective Order Expiry Date(s). MSO shall further and no
later than on the respective Order Expiry Date(s) make an unconditional
payment to OSAS in the amount of USD 900,000 in each case of the MSO
Option being exercised.
5. Right of First Refusal
5.1 In addition to the license rights granted under Article 2 above, MSO
shall have the right of first refusal (hereinafter referred to as the
"Right of First Refusal") for future Offshore Shuttle licenses to be
granted by OSAS to potential licensees in the period between 30 June
2003 and 30 June 2007, or if the MSO option is exercised, the period
between 30 June 2004 and 30 June 2007 on terms to be agreed between the
Parties.
6. Scope of Delivery of OSAS and MSO and the Relationship between OSAS and MSO
6.1 The Parties agree that in order to achieve the objectives under this
Head Licence it is of the highest importance to establish a close and
effective co-operation between the Parties.
6.2 MSO and OSAS shall agree functional specifications (hereinafter
referred to as "Client Specification") for the Offshore Shuttles MSO
wish to build pursuant to its licence rights hereof.
For the purpose of this Agreement Client Specification shall include,
but not be limited to, the following criterias:
- Water depths to operate
- Topside weights, c.o.g etc.
- Jacket weights, c.o.g etc.
- Geometry of topsides to be removed
- Geometry of jackets to be removed
- Operational wave height criteria with range of Tz/Tp/current/wind
- Storm criteria
- Time history of waves for fatigue calculations
- Maximum operational criteria for support vessels and specific
operations
- Specific codes (optional)
MSO shall ultimately decide the extent and format of the Client
Specification, which specifications shall be delivered to OSAS not
later than 30 April 1998 for Offshore Shuttle no. 1.
6.3 On the basis of the Client Specification, OSAS shall deliver to MSO
design of the Offshore Shuttle including all systems and description of
basic operation procedures up to pre-engineering level, which for the
purpose of this Agreement shall be defined as principle descriptions
including necessary drawings (such delivery of OSAS hereinafter to be
referred to as "Pre-engineering").
Pre-engineering will include, but not be limited to the following:
- Structural interfaces/hull
- Mechanical outfitting hull for ballasting
- Basic lifting structure/topside
- Details on lifting structure/topside
- Fastening system/topside
- Sliding frame/jacket
- Lifting structure/jacket
- Fastening system/jacket
- Basic principles for cutting jacket
- Basic principles for cutting topside
- Special units at shore for receptor units
- Other mechanical outfitting(safety/gangways/winches/
instrumentation)
- Functional specification of xxxx unit
- Functional specification of control module/simulation module
- Specification or description of other systems/procedures
- General marine operations
- Painting and cathodic protection
- Design brief (in co-operation with MSO)
- Preliminary project description
- Preliminary material take-off
- Basic operation procedures
- Preliminary concept and safety evaluation
Payment for Pre-engineering shall be covered by the Construction Fee
as defined in Article 8 below.
The date of delivery of the complete Pre-engineering package on the
hull from OSAS to MSO shall be no later than 3 months after delivery of
Client Specification from MSO for Offshore Shuttle no. 1.
6.4 MSO recognises the importance of OSAS' role in securing that the
Offshore Shuttle technology as developed by OSAS is maintained in all
phases of further development and building of the Offshore Shuttle.
OSAS and MSO shall consult in order to resolve the extent to which OSAS
shall supply to MSO services in excess of Pre-engineering, which may
include but not be limited to, i.a.:
a) Detail engineering for the construction of the Offshore
Shuttle.
b) Services in connection with contract negotiations with, and
nomination of, building contractors for the construction of
the Offshore Shuttle, including contractors for equipping the
Offshore Shuttle.
c) Services in connection with other technical work that must be
performed in connection with the construction of the Offshore
Shuttle.
d) Services in connection with the supervision of the
construction of the Offshore Shuttle and the subsequent
testing of the Offshore Shuttle.
e) Services in connection with the preparation of tenders and the
performance of contract work where the Offshore Shuttle is
utilised.
f) Services in connection with the operation of the Offshore
Shuttle.
g) Technical marketing of the Offshore Shuttle-concept, including
performance of studies.
6.5 OSAS shall have the right to review all technical work and to make
recommendations to MSO which recommendations MSO will take into
consideration.
6.6 MSO and OSAS will co-operate with respect to exploitation of business
opportunities in new markets. A market strategy and a market plan shall
be agreed between the parties in this respect, including the scope of
OSAS' services.
6.7 For assistance rendered by OSAS under this Article 6.2, 6.4, 6.5 and
6.6, OSAS will invoice MSO based on fair market terms.
For the services rendered by OSAS itself, OSAS will present monthly
statements, which shall be payable within thirty (30) days.
7. Organisation of MSO and OSAS
7.1 The managing director of OSAS shall be a member of the Board of
Directors of MSO, and the managing director of MSO shall be a member of
the Board of Directors of OSAS.
8. Construction Fee and Operating Fee
8.1 As compensation for the Head License being granted to MSO, MSO shall
pay to OSAS a construction fee and an operating fee, (hereinafter
referred to as the "Construction Fee" and the "Operating Fee",
respectively).
8.2 The Construction Fee shall constitute 10 % of the construction price
for each of the Offshore Shuttles.
The Construction Fee shall be calculated on the basis of the
Construction Price, defined as the total sum payable, directly and
indirectly, for all engineering (in excess of the Pre-
engineering) and construction of each Offshore Shuttle, fully equipped
and delivered, (hereinafter referred to as the "Construction Price"),
excluding any sales tax, VAT or similar tax imposed on the payment by
MSO of the Construction Price.
8.3 The Parties will seek to agree on a mutually beneficial incentive
arrangement.
8.4 The Operating Fee shall constitute 16% of the gross profit for each and
any contract concluded by MSO (or any of its successors) involving the
use of the Offshore Shuttle. The gross profit shall be defined as
(1) The total sum to be paid by the client to MSO for marine
operations (including engineering) in connection with the work
where the Offshore Shuttle is utilized. All aspects of such
marine operations shall be included, e.g. the use of tugs,
support vessels, cutting and diving services. Any VAT or
similar tax imposed on the payment to be made by the customer
shall be excluded,
less
(2) All direct costs which can be attributed to the performance of
the work where the Offshore Shuttle is utilized. The capital
cost of the Offshore Shuttle is not considered a direct cost
which can be deducted (with the exception of a fixed and
agreed depreciation for this purpose of 5% of the Construction
Price, and actual paid project interest costs). The same
applies to any administrative and/or overhead cost of MSO or
any other indirect cost, which may not be deducted.
8.5 With respect to the construction Fee and Operation Fee relating to the
two option licenses referred to in Article 2.1, the size of such fees
shall be similar to those applying to the Offshore Shuttles no 1 to 5.
9. Payment
9.1 Payment by MSO of each of the Construction Fee and the Operating Fee
shall take place as follows:
(1) Ten per cent (10%) of the assumed Construction Fee for
Offshore Shuttle no. 1 shall be paid within 30 September 1998.
Fifty per cent (50%) of the assumed Construction Fee for
Offshore Shuttle no. 1 shall be paid within fourteen (14) days
after an Order has been signed for the construction and
delivery of Offshore Shuttle no. 1.
Sixty per cent (60%) of the assumed Construction Fee for
Offshore Shuttle xx. 0, 0, 0 xxx 0 xxxxx xx paid fourteen (14)
days after an Order has been signed for the construction and
delivery of each Offshore Shuttle.
Thirty per cent (30%) of the assumed Construction Fee for all
Offshore Shuttles shall be paid within fourteen (14) days
after the completion certificate or another document acceptin
delivery of each Offshore Shuttle has been signed.
The remaining amount of the Construction Fee for all Offshore
Shuttles shall be paid within fourteen (14) days after the
Construction Price has been finally determined in accordance
with the final accounts.
(2) The Operation Fee shall be paid within fourteen (14) days
after payment has been received or should have been received
from the client. In case of payment installments, the
proportionate share of the Operation Fee shall be paid within
fourteen (14) days after the receipt of any such installment
or when it should have been received.
9.2 Payment of the Construction Fee and the Operation Fee shall be made in
the same currency as the contract price constituting the basis for the
calculation of the fee to such bank as may from time to time be
designated by OSAS, provided that any necessary government permissions
are granted. All such payments shall be made without any deduction for
taxes, except such withholding tax as may be imposed by governmental
authorities on OSAS.
9.3 MSO shall at the time of payment supply OSAS with accounts of the
actual basis for the calculation of the fees as aforesaid, certified by
MSO's chief financial officer as being true and accurate in all
respects. MSO shall permit its records and books to be examined upon
reasonable notice by an internationally recognised auditor appointed by
OSAS to enable OSAS to have the payment of the fees verified.
10. Exclusivity Fee
10.1 In addition to the fees referred to in Article 9 above, OSAS shall be
eligible to an Exclusivity Fee of 1 % of the aggregate Construction
Price of Offshore Shuttles no. 2, 3, 4 and 5, the payment of which
shall take place as follows:
(1) USD 2 mill shall be paid within 30 September 1998, and
(2) the remaining amount shall be paid when the Construction Price
for Offshore Shuttle no 5 has been finally determined.
10.2 A final settlement of the Exclusivity Fee - through a payment to or a
repayment from OSAS - shall take place as soon as the aggregate
Construction Price for the Offshore Shuttles have been determined, and
subject also to the provision of Article 9, third paragraph.
11. Intellectual Property Rights
11.1 Any and all patents, intellectual property rights or know-how
(hereinafter referred to as "Intellectual Property Rights") relating to
the Offshore Shuttle Concept is the sole property of OSAS. The Parties
are both informed, however, about the Agreement between Xxxxxx Xxxx and
Per Hull Haugs0en on the one part and OSAS on the other part with
respect to certain rights for Xxxxxx Xxxx and Per Bull Haugs0en. The
Agreement is enclosed hereto as exhibit 1.
11.2 OSAS shall be under the obligation not to transfer to any third party
between 31 August 1998 to 30 June 2003 or, if the MSO Option is
exercised, to 30 June 2004 the title to such Intellectual Property
Rights, or any licence relating hereto with respect to the Offshore
Shuttle Concept unless such transfer or licence is provided for in this
Agreement.
11.3 In the event that OSAS should fail to observe the obligations
undertaken by OSAS under item 11.2 hereof, OSAS shall have forfeited
any and all rights to receive payments of Construction Fee, Operating
Fee and Exclusivity Fee as contained herein. It is further agreed that
notwithstanding any financial loss on the part of MSO, OSAS shall in
such case be under unconditional obligation to repay 50% of any such
fees as may already have been paid by MSO on the date when OSAS's
failure to observe its obligation under item 11.2 becomes known to MSO.
12. Patent Infringement
12.1 In case any such patent or other intellectual property right as
referred to herein is infringed by a third party, MSO shall immediately
notify OSAS of its knowledge of such infringement. OSAS has an
obligation to act against the infringer. Any damages awarded or agreed
upon shall belong to OSAS. If OSAS fails within reasonable time to take
action, MSO shall have the right and be authorised to act against the
infringer and OSAS shall cover all costs of such action. Any damages
awarded or agreed upon shall first be used to cover the costs of OSAS
relating to the action and the remaining part shall belong to MSO. In
any case OSAS and MSO shall co-operate in exchanging information, etc.
in order to stop the infringement as soon as possible.
12.2 OSAS shall indemnify MSO from and against claims resulting from
infringement of patent or other intellectual property rights in
connection with MSO's construction and use of the Offshore Shuttle.
Nevertheless, this does not apply where the infringement results from
the use of such improvement, modification or technical information as
referred to in Sub-Article 13.2 and 13.3 hereof. OSAS' liability shall
be limited to the aggregate amount paid by MSO to OSAS in respect of
Construction Fee, Operating Fee and Exclusivity Fee as defined in this
Agreement.
12.3 MSO shall promptly notify OSAS if its receives a claim that OSAS is
obligated to indemnify and shall give OSAS authority, information and
assistance (at OSAS' expense) for the defense and handling of the
claim. MSO may be represented by its own counsel and may participate in
proceedings to which it and OSAS are defendants, provided, however,
OSAS shall control the defense thereof. MSO shall not, without the
consent of OSAS, approve of or settle a claim which shall be
indemnified by OSAS.
13. Improvements and Modifications
13.1 OSAS will during the course of this Agreement inform MSO of and make
available to MSO for the fees stipulated herein all improvements or
modifications in the Offshore Shuttle design and concept as soon as
OSAS is satisfied that such improvements or modifications can be used
and will be accepted by the certifying authorities. MSO shall have the
right to use such improvements and modifications under the licence
granted herein.
13.2 MSO shall promptly disclose to OSAS any improvement, modification or
other technical information concerning the Offshore Shuttle Concept,
including the utilization of the concept, which it may develop or which
otherwise may come to the knowledge of MSO. OSAS will have the right to
use such information and/or intellectual property rights without
payment of any royalty.
13.3 Patent rights or other intellectual property rights in respect of any
improvement, modification or other technical information concerning the
Offshore Shuttle Concept, including the utilization of the concept,
made or developed by MSO shall belong to MSO subject, however, to the
last sentence of Article 13.2 hereof which shall apply equally.
14. Confidential Information
14.1 The parties agree to maintain in confidence any and all technical
information exchanged between the Parties under this Agreement,
provided, however, that the following information shall not be
considered as confidential hereunder:
a. Information already known to receiving Party at the time the
information was received.
b. Information which is or becomes part of the public domain
other than through an act or failure by the receiving Party.
c. Information rightfully received by the receiving Party from a
third party without an obligation of confidentiality.
14.2. Confidential information under this Agreement shall not be disclosed to
a third party without written permission of the Party which has given
the confidential information in question, except that the Party having
received the confidential information may disclose confidential
information on terms of strict confidence
(i) to such of its officers and employees whose course of
employment necessitates such disclosure,
(ii) to the building contractor and other suppliers necessary for
the engineering, construction and testing of the Offshore
Shuttle,
(iii) to any government or certifying authority to the extent
necessary to secure approval for the use of the Offshore
Shuttle,
(iv) to prospective clients as far as necessary in order to tender
for or negotiate a contract involving the use of the Offshore
Shuttle,
(v) to suppliers and to subcontractors as far as necessary in
order to receive the delivery or have the work done, and
(vi) to persons and/or institutions which MSO or its parent company
may from time to time approach as far as necessary in order to
secure a viable finance base for its level of activity.
14.3 The Parties' obligations under this Article 14 shall remain in force
after the termination of this Agreement.
15. Term and Termination
15.1 Either party hereto may terminate this Agreement immediately on written
notice to the other in case such other party (i) becomes insolvent or
goes into liquidation, bankruptcy or receivership or becomes a party to
any procedure for the settlement of its debts or to dissolution
proceedings, or (ii) breaches any term of this Agreement and fails to
remedy such default within forty-five (45) days after receipt of
written notice of the default. This right of termination shall be
without prejudice to any other rights which the parties may have under
this Agreement or at law.
15.2 If a tender is outstanding or if a binding contract involving the
Offshore Shuttle has not been finally discharged when this Agreement is
terminated, all provisions of this Agreement which have relevance for
the fulfillment of the said contract shall remain in force until the
contract work has been completed and all the MSO's obligations have
been fulfilled.
15.3 In the event of termination of this Agreement, MSO shall have the right
only to continue to operate the Offshore Shuttle(s) already constructed
or under construction when termination becomes effective provided,
however, that MSO shall fulfill its obligations towards OSAS with
respect to construction and operation of the Offshore Shuttle(s).
16. Assignment
16.1 OSAS may assign its rights related to earnings under this Agreement to
third parties.
16.2 MSO may not assign its rights under this Agreement to any third party,
other than to a wholly-owned subsidiary, without the written approval
of OSAS, such approval not to be unreasonably withheld.
16.3 In case of assignment, OSAS or MSO will remain fully responsible to the
other party for the fulfillment of its obligations under this
Agreement.
17. Severability, Amendments
17.1 All modifications and amendments to this Agreement must be made in
writing and signed by an authorised representative of each of the
parties hereto.
17.2 Every provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason
whatsoever, such invalidity shall not affect the validity of the
remainder of this Agreement.
18. Notices
18.1 Any notice required or permitted to be given under the provisions of
this Agreement shall be sent to the parties as follows:
To: Offshore Shuttle AS
Xxxxxxxx 0
X-0000 Xxxx
To: Marine Shuttle Operations AS
Xxxxxxxxxxxx 00
X-0000 Xxxxxxx
or to such other addresses as either of the parties may from time to
time designate by notice in writing to the other party.
19. Miscellaneous
19.1 The Letter of Intent between the Parties dated 19 February 1998 is
expressly superseded and terminated by this Agreement.
20. Conditions
20.1 The binding nature of this Agreement shall be conditional upon
(i) OSAS having received payment from MSO of the first installment
of the Exclusivity Fee in the amount of USD 2 mill within 30
September 1998. With respect to this payment, the grace period
in Article 15.1 shall not apply.
and
(ii) MSO having placed a firm Order for Offshore Shuttle no. 1 with
a yard within 31 October 1998.
21. Governing Law and Disputes
21.1 This Agreement shall be governed by and construed in accordance with
the laws of Norway.
21.2 Disputes arising out of, or in connection with, this Agreement which
are not settled by mutual Agreement of the Parties shall be settled by
arbitration in Oslo according to chapter 32 of the Norwegian Civil
Procedure Act.
Each Party shall appoint an arbitrator and these two arbitrators shall
together appoint the chairman. A Party shall appoint an arbitrator
within 14 days after having received written notification of the
arbitrator appointed by the other Party. If no such appointment is made
within
14 days, the other Party may also appoint the second arbitrator and the
two arbitrators shall together appoint the chairman.
---------------------------- ----------------------------
Offshore Shuttles AS Marine Shuttle Operations AS
EXHIBIT 1
AGREEMENT
REGARDING
INTELLECTUAL PROPERTY
This Agreement, made this 31. day of March 1998 in Oslo, Norway by and between
Offshore Shuttle AS, a Norwegian company having its registered office
at Xxxxxxxx 0, 0000 Xxxx (hereinafter referred to as "OSAS");
and
Xxxxxx Xxxx, a Norwegian citizen resident in Xxxxx Xxxxx 00, 0000 XX
Xxx XXXX, The Netherlands, (hereinafter referred to as "XXXX"); and Per
Bull Haugs0en, a Norwegian Citizen, registered at Xxxxxxx0xxxxx. 00,
0000 Xxxx, (hereinafter referred to as "Haugs0en").
WHEREAS Xxxx and Haugs0en have developed a novel technical concept for the
transport, installation and removal of marine structures, by using a floating
barge (the "Offshore Shuttle") specifically designed to move heavy loads
(hereinafter referred to as the "Offshore Shuttle Concept");
WHEREAS an agreement executed 26 November 1996 between Thyssen Xxxxx Union
GmbH, Xxxx and Spax Management AS which provides that all intellectual
property rights pertaining to the Offshore Shuttle Concept shall be
transferred to OSAS after the establishment of OSAS;
WHEREAS there is in existence a Consultancy Agreement dated 20 March 1997
between OSAS on the one part and Xxxx on the other part (exhibited hereto as
Exhibit 1), which provides that patent rights and all other Intellectual
Property Rights relating to the Offshore Shuttle Concept (hereinafter
collectively referred to as the "Rights") and developed by Xxxx shall be the
property of OSAS as long as OSAS is in a position to make commercial use of the
Offshore Shuttle Concept;
WHEREAS the Parties to this Agreement have felt it to be appropriate that their
respective contractual rights and obligations pertaining to the Offshore Shuttle
Concept should be contained in a separate contractual document, and also for the
purpose of regulating the position of Haugs0en in respect of the Offshore
Shuttle Concept;
NOW THEREFORE it is agreed as follows:
1. It is acknowledged by the Parties that subject to Clause 2 below, the
Rights have been transferred exclusively to OSAS by Xxxx and Haugs0en.
Notwithstanding any other agreement that may previously have been
entered into between the Parties, it is mutually agreed that the
execution of this Agreement shall constitute such exclusive transfer of
the Rights to OSAS as further regulated in this Agreement.
2. The Parties to this Agreement mutually agree that the transfer of the
Rights to OSAS is subject to the condition that the Offshore Shuttle
Concept will be further developed and exploited by OSAS. In this
respect, it is also agreed that the execution of a Head Licence
Agreement dated 31.03.1998 between OSAS and Marine Shuttle Operations
AS (hereinafter referred to as the HLA) pursuant to a Letter of Intent
dated 19.02.1998 between OSAS and Marine Shuttle Operations AS
(hereinafter referred to as the "LOI") shall be deemed to constitute
such further development and exploitation of the Offshore Shuttle
Concept by OSAS.
If the HLA is terminated, OSAS will investigate other solutions to
develop and exploit the Offshore Shuttle Concept. If OSAS for any
reason whatsoever should cease to continue in an active manner its
activities related to the Offshore Shuttle Concept and should not have
resumed such activities within 6 (six) months from date of written
notice to that effect from Xxxx and Haugs0en, then the Rights together
with the Proprietary right to any know-how developed or acquired by
OSAS in connection with the Offshore Shuttle Concept at the request of
Xxxx and Haugs0en shall be transferred back from OSAS to them or to any
person designated by them. Such transfer shall be
made free of charge, except that OSAS for the transfer of any rights to
know-how developed or acquired by OSAS as aforesaid shall be paid a
reasonable compensation taking into account the costs of OSAS in
connection with such development and/or acquisition and the market
value of such know-how when used in conjunction with the Offshore
Shuttle Concept. The compensation amount shall be fixed by agreement
between OSAS and Xxxxxx Xxxx or if failing such agreement, by
arbitration in accordance with Clause 9 below.
3. The Parties to this Agreement agree to sign any such document(s) as may
from time to time be required in connection with the transfer of the
Rights, including patent rights as referred to herein.
4. The Parties agree to keep in strict confidence all information related
to the Offshore Shuttle Concept and shall not disclose any such
information to a third party, except as may from time to time be
required in connection with the development and commercial exploitation
of the Offshore Shuttle Concept as described herein.
5. In the event that OSAS wishes to assign the Rights to a third party,
Xxxx and Haugs0en shall have the right of first refusal to acquire the
Rights. It is agreed between the Parties that the execution of the HLA
shall not be deemed to constitute such transfer of the Rights. It is
further agreed that a future agreement to merge OSAS with Marine
Shuttle Operations AS shall not be deemed to constitute such assignment
of the Rights, subject to the merged Company accepting this Agreement
as binding to itself, hereunder Article 2, first sentence.
6. It is mutually agreed between the Parties that Xxxx and Haugs0en shall
continue to be involved in the future efforts by OSAS to further
develop the Offshore Shuttle Concept. The terms for this involvement at
the date of execution of this Agreement shall remain in force, or be
renegotiated between the Parties.
OSAS shall use the names "Offshore Shuttle" and "Offshore Shuttle
Concept" in all external relations in accordance with the definitions
in the first recital.
7. It is agreed that with the execution of this Agreement, all other
Agreements in existence between the Parties pertaining to the Rights
are to be regarded as null and void.
8. If OSAS for any reason should sell or transfer the Rights to anyone
other than Xxxx or Haugs0en, the Rights and obligations under this
Agreement shall be assigned and transferred together with the Rights.
9. This Agreement shall be governed by and construed in accordance with
the laws of the Kingdom of Norway. Any dispute between the Parties
arising out of or in relation to this Agreement that cannot be settled
by mutual agreement, shall be finally settled by Arbitration in Oslo in
accordance with the provisions of the Norwegian Civil Procedure Act of
13.08.1915, Chapter 32. The Arbitration proceedings shall be conducted
in the English language, unless otherwise agreed between the Parties.
For and on behalf of
Offshore Shuttle AS
-------------------------
Xxxxxx Xxxx
-------------------------
Per Xxxx Haugs0en
