Exhibit 10.1
AMENDMENT NUMBER 12 TO
RESEARCH AGREEMENT 9-1110-JET-103
This AMENDMENT, designated as AMENDMENT Number 12, effective as 17 September
1997, is entered by and between POWER SPECTRA, INC., having a place of business
n Sunnyvale, California (hereinafter referred to as "PSI") and THE BOEING
COMPANY, (including its subsidiaries and affiliates) acting through its Defense
& Space Group, having a place of business at Seattle, Washington (hereinafter
referred to as "BOEING").
WHEREAS, the parties have previously entered into that certain Research
Agreement 9-1110-JET-103 dated September 21, 1989, and Amendments 1-11 thereto;
and
WHEREAS, since 1990, PSI has used on its premises certain capital and other
equipment owned by Boeing, all such equipment being now identified in Attachment
A hereto; and
WHEREAS, PSI is currently leasing commercial facilities and office space from
ARGOSystems, Inc., a wholly owned subsidiary of Boeing, pursuant to the
ARGOSystems/PSl Lease Agreement dated 22 November 1991, as amended;
WHEREAS, BOEING wishes to transfer to PSI, the capital and other equipment
identified in Exhibit A, for no consideration except as described herein, and
PSI wishes to accept such capital and other equipment under the terms described
herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Notwithstanding any other provision of Research Agreement 9-1110-JET-103, as
amended, effective on the date of this Amendment, BOEING transfers fulI title,
conveys, and gives to PSI, for the consideration described herein, the capital
and the other equipment described in Attachment A.
2. PSI is accepting this equipment for use and not for scrap or disposal.
Nonetheless, PSI assumes all responsibility to dispose of any capital and other
equipment of Attachment which It may not wish to retain, such disposal to be
fully compliant with all federal, State, local, and community laws, regulations,
and requirements, at no cost or expense to BOEING or ARGOSystems. Upon
termination of the ARGOSystems/PSI lease agreement dated 22 November 1991, PSI,
as owner of the capital and other equipment in Attachment A, shall remove it all
completely from the leased premises, restoring such promises to its original
condition (with allowance for reasonable wear and tear), at no cost or expense
to BOEING or to ARGOSystems.
3. DISCLAIMER. PSI accepts this equipment "AS IS" and without any warranty. PSI
HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, OBLIGATIONS. LIABILITIES, RIGHTS
AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE, ANY IMPLIED
WARRANTY OF FITNESS, AND ANY OBLIGATION OR LIABILITY OF BOEING, ITS
SUBSIDIARIES, AFFILIATES (AND RESPECTIVE DIRECTORS, OFFICIERS AND EMPLOYEES)
ARISING FROM TORT, OR FOR LOSS OFUSE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
Page 2, Amendment 12 to Research Agreement 9-1110-JET-103
4. SPECIAL TERMS REGARDING HAZARDOUS SUBSTANCES AND/OR RADIOACTIVE MATERIALS.
The capital and other equipment may contain hazardous substances and/or
radioactive materials which, upon the end of the equipment's useful life, may
require special handling for final disposition.
Release. PSI has satisfied itself regarding the condition of the capital and
other equipment covered by this Agreement. Upon taking title of this equipment,
PSI hereby agrees to assume complete responsibility for handling, management,
transport, and use of the capital and other equipment, and if undertaken by
Power Spectra, the removal and disposal of any hazardous substances and/or
radioactive materials therein or thereon, in accordance with existing federal,
state and local laws and regulations. Power Spectra further assumes all
responsibility to provide appropriate personal protective measures for itself,
its employees, agents and assigns, as well as any third parties potentially
exposed to any hazardous substances and/or radioactive materials from the
capital and other equipment. PSI releases The Boeing Company. its subsidiaries,
affiliates and their respective directors, officers, employees, agents from any
and all liability arising from or related to the hazardous substances and/or
radioactive materials now contained in or on the capital and other equipment
obtained hereunder.
Indemnity. PSI shall defend, indemnify and hold harmless The Boeing Company, Re
subsidiaries, affiliates and their respective directors, officers, employees,
agents (hereinafter referred to as "INDEMNITIES"') from and against all actions,
causes of action, liabilities. claims, liens. suits. judgments, awards, fines,
penalties, and damages, of any kind and nature whatsoever brought or claimed by
Boeing or any other party and expenses and costs of litigation and counsel fees
related thereto, or incident to establishing the right to indemnification,
arising out of or in any way connected with any cleanup, containment, remedial,
removal or restoration work required or performed by any federal, state or local
governmental agency or political subdivision, or performed by any
non-govemrmntal entity or person, including The Boeing Company, because of the
presence or suspected presence, release or threatened or suspected release of
hazardous substances and/or radioactive materials in or into the environment at
on about under or within any property or any disposal site used by PSI, relating
to the capital equipment and any claims of third parties for loss, injury, or
damage to persons or property arising from or related to any residual hazardous
substances and/or radioactive materials now contained in or on the capital or
other equipment obtained hereunder.
5. All other provisions of the Research Agreement of September 21, 1989, as
amended, shall remain unchanged.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto have
executed this Amendment No. 12 in duplicate originals.
The Boeing Company Power Spectra, Inc.
Defense & Space Group
By: X.X. Xxxx By: X. X. Xxxx
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X. X. Xxxx Xxxxxx Xxxx
Title: Contracts Manager Title: Contracts Manager
Research & Technology
Date: 9-12-97 Date: 9-17-97
