Cooperation Agreement
EXHIBIT
10.1
This
Cooperation Agreement is entered into this 18th
day of
October, 2006 by and between More Energy Ltd., a company organized under the
laws of Israel (“More”), and Israel Aircraft Industries Ltd., a company
organized under the laws of Israel (“IAI”).
WHEREAS,
More is in the business of developing and commercializing fuel cell technologies
for various applications and is the exclusive representative of Oy Hydrocell,
a
company organized under the laws of Finland (“OY”) which also has developed a
unique fuel cell capability;
WHEREAS,
IAI is a leading international aerospace company with inter alia business units
in the business of developing unmanned air vehicle systems (“UAV”);
WHEREAS
the Parties are interested in carrying out programs for the development of
fuel
cell system solutions for electrically powered UAV Systems, beginning with
a
system feasibility and test program for a fuel cell system designed to achieve
the Specification attached hereto as Annex 1 (the “Specification”), all in
accordance with the terms and conditions set forth herein;
NOW
THEREFORE, the Parties agree as follows:
| 1. |
GENERAL
PURPOSE
|
(A) The
Parties are interested in developing a fuel cell system for use as an electrical
power supply for an unmanned air vehicle system generally with the
characteristics set froth in Annex I hereto (Specification). It is understood
that More will be engaging OY as its major subcontractor for this project,
though More will be the prime contractor and integrator for this project, with
overall responsibility to IAI for this project. This agreement has two
phases:
(1) Phase
1
will be the design and build by More of a breadboard level demonstration fuel
cell unit to demonstrate the functionality of the system in power (Xxxxx)
operating for a minimum time ( * ) together with an
analysis of the feasibility and process for achieving the specified weight
for
the qualified system. At the end of Phase 1 the parties will determine the
level
of success and make a decision whether to enter into Phase 2 (with modifications
as agreed) or to conclude the agreement at Phase 1. Phase 1 is to be completed
within a 6 month period. If Phase 2 is to be carried out, the parties will
mutually agree on a detailed Phase 2 document including an SOW, schedule, test
program, price and payment terms.
(2) Phase
2
would be a full scale development and qualification of the system. The projected
Phase 2 schedule would run for approximately 18 months and, depending on the
results of Phase 1, have a ROM budget cost of US$ 1.5 million.
(3) More
will
use commercially reasonable efforts to implement the attached Phase 1 SOW and
to
do so substantially in accordance with the schedule forming part of such SOW.
IAI will carry out its activities under the SOW in a timely manner so as to
facilitate More’s activity.
* Subject
to a request for confidential treatment; Separately filed with the
Commission.
(4) More
will
carry out internal studies to improve the system specific gravimetric and
volumetric energy density of its unique ALKALINE with liquid electrolyte fuel
cell technology as a later generation solution for the power source and will
provide IAI with the results of that analysis from time to time.
| 2. |
PAYMENTS
|
(A) As
its
contribution to the More development effort, IAI will pay to More an aggregate
amount of US$ 400,000 in accordance with the following schedule:
(1) * %
(i.e., US$ * ) as a down payment upon
signature of this agreement;
(2) An
additional US$
* * days
after the Effective Date of this agreement;
(3) An
additional US$
* * days
after the Effective Date of this agreement;
(4) An
additional US$
* * days
after the Effective Date of this agreement;
(5) The
balance of the unpaid aggregate amount at the earlier of completion of the
final
milestone (i.e., * ) or
180 after the Effective Date of this
agreement.
(B) All
amounts stated herein are set forth net of any withholding taxes, customs,
VAT
or any other tax or fee, which may be imposed or payable to any government
body.
Any such taxes, customs or fees shall be for the account of IAI.
(C) All
payments hereunder will be made against invoices submitted by More to IAI at
least 30 days prior to the payment date. Payments shall be made in freely
transferable United States Dollars.
| 3. |
INTELLECTUAL
PROPERTY RIGHTS
|
(A) All
rights and interest in the fuel cell technology, including any derivative or
improvement thereto, shall at all times belong exclusively to More, whether
developed separately or in connection with this agreement. All rights and
interest in the UAV technology, including any derivative or improvement thereto,
shall at all times belong exclusively to IAI, whether developed separately
or in
connection with this agreement.
(B) Each
Party further agrees to assist the other Party in every proper way to obtain
from time-to-time and to enforce United States and foreign patents, copyrights,
and other rights and protections relating to the jointly owned
products/technologies in any and all countries. To that end, each Party will
execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as the other party may reasonably request
for use in applying for, obtaining, sustaining and enforcing such patents,
copyrights and other rights and protections.
* Subject
to a request for confidential treatment; Separately filed with the
Commission.
-2-
| 4. |
CONFIDENTIALITY
|
(A) It
is
recognized that technical information may be disclosed by one party to the
other
in the course of the activities contemplated by this Agreement and that the
disclosing party may desire to protect such information against unrestricted
use
or disclosure to others. To provide protection for such information, each party
agrees to respect such proprietary information in accordance with the provisions
of this Article 4.
(B) For
the
purpose of this Agreement the term “Proprietary Information” shall mean all
information learned during the course of this Agreement that is disclosed by
either party, including but not limited to, any business plans and proposals,
regulatory applications, financial information, methods of operations, trade
secrets, technical specifications, system designs, data, or material that
contains proprietary information.
(C) All
Proprietary Information shall be held in confidence by the recipient for a
period of ten (10) years from the date of disclosure for each item of
Proprietary Information, notwithstanding the earlier termination or expiration
of this Agreement. Proprietary Information shall not be disclosed to any person
except the recipient’s employees who have a need to know in the performance of
their obligations under this Agreement. Neither party nor its respective
employees shall disclose or use such Proprietary Information for uses other
than
those specifically allowed hereunder without first obtaining the other party’s
written consent with respect thereto.
(D) Notwithstanding
the above, neither party shall be liable for disclosure of any such Proprietary
Information if the same:
(1) Is
now or
hereafter becomes available to the public other than by way of disclosure by
the
recipient party; or
(2) Can
be
demonstrated by recorded data in its own files to be actually know by the
recipient party prior to being obtained from the disclosing party;
or
(3) Becomes
available from other sources through no fault of the recipient party;
or
(4) Was
disclosed with and in accordance with the terms of prior written approval of
the
party claiming proprietary rights; or
(5) Is
required by law, or to enforce the terms of this Agreement
(E) In
is
expressly understood by the parties hereto that, except for the right to use
Proprietary Information for the purpose contemplated herein, neither party
has
granted to the other any other rights whatsoever in such information. In no
case
shall either party acquire any ownership rights and/or proprietary interest
in
the other party’s information.
(F) Upon
the
written request of the disclosing party at any time and upon the termination
of
this agreement, the recipient party shall return all copies of the Proprietary
Information received hereunder to the disclosing party.
-3-
| 5. |
FUTURE
BUSINESS COOPERATION AND
RECOUPMENT
|
(A) More
shall not, during the term of this Agreement set forth in Section 8 below,
design, develop or produce a fuel cell system for use as an electrical power
supply generating between 500 xxxxx and 2,500 xxxxx for any unmanned ground
or
air vehicle system of any company other than IAI. For clarity sake, this
undertaking applies to More and its parent and affiliated companies but this
undertaking does not apply to More’s subcontractors, including Oy Hydrocell of
Finland.
(B) In
the
event the parties proceed to Phase 2 of this agreement, the exclusivity
provisions of Section 7(A) above will continue, subject to expiration if IAI
has
not purchased from More minimum quantities to be mutually agreed prior to launch
of Phase 2. This Section 7(B) shall survive expiration or termination of this
Agreement if the parties proceed to Phase 2.
(C) Both
parties are agreeing to the foregoing exclusivity provisions predicated on
the
advice of counsel that no approvals are required under the Restraint of Trade
Law (5748-1988) based, among other things, on a block exemption in accordance
with Section 15A of such law.
| 6. |
TERM
AND TERMINATION
|
(A) Unless
previously terminated as set forth below, this Agreement shall have a two year
term. This agreement will automatically terminate if Phase 2 is not commenced
within 120 days of the end of Phase 1 hereunder.
(B) This
Agreement may be terminated:
(1) By
either
Party, upon a material breach of any of the covenants contained herein by the
other party if such breach continues uncured for a period of ten (10) days
after
written notice of such breach; or
(2) By
mutual
agreement.
Termination
of this Agreement, for whatever reason, shall not prejudice or affect the
accrued rights or claims and liabilities of either party to this Agreement,
including any accrued and outstanding payments hereunder and rights in any
products/technologies hereunder. Notwithstanding termination of this agreement,
the provisions of paragraphs 3 and 4 will continue to bind the
parties.
| 7. |
ASSIGNMENT
|
The
rights and liabilities of the parties hereto may not be assigned to any third
party without the prior written consent of the other party, provided that either
party may assign this agreement to a parent company at any tier by written
notice to the other party hereto if such parent company assumes in writing
all
obligations of its subsidiary hereunder.
-4-
|
8.
|
GOVERNING
LAW; SEVERABILITY
|
This
Agreement shall be governed by and construed according to the laws of the State
of Israel. If any provision of this Agreement is found by an arbitrator or
court
of competent jurisdiction to be unenforceable, that provision shall be severed
and the remainder of this Agreement shall continue in full force and
effect.
| 9. |
COMPLETE
UNDERSTANDING;
MODIFICATION
|
This
Agreement, and all other documents mentioned herein, constitute the final,
exclusive and complete understanding and agreement of the parties hereto and
supersedes all prior understandings and agreements between More and IAI with
respect to the subject matter herein. Any waiver, modification or amendment
of
any provision of this Agreement, including any additions, modifications or
other
changes to the SOW shall be effective only if in writing and signed by the
parties hereto.
| 10. |
NOTICES
|
Any
notices required or permitted hereunder shall be given to the appropriate party
at the address or facsimile number specified below or at such other address
or
facsimile number as the party shall specify in writing. Such notice shall be
deemed given when first received by any of the following methods (a) upon
personal delivery, (b) overnight delivery service, (c) by deposit in the mail,
certified and return receipt requested, postage prepaid or (d) by confirmed
facsimile transmission with a copy also sent by overnight delivery or by mail
as
provided above.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date written
above.
|
MORE
ENERGY LTD.
By:
/s/
Xxxxxxx Xxxxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxxxx
Title:
General Manager
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Director and President of Medis Technologies
Ltd. (parent company)
Address:
0
Xxxxxx Xxxxxx
Xxxxxx
Xxxx, Xxx Xxxxxx
Telephone:
000-0-0000000
Facsimile:
000-0-0000000
|
ISRAEL
AIRCRAFT INDUSTRIES LTD.
By: /s/
Name:
Title
By:
/s/
Name:
Title
Address:
Xxx
Xxxxxx International Airport
Telephone:
000-0-000 3170
Facsimile:
Email:
Email: Xxxx@xxxxxxx.xx.xx
|
-5-
Specification
Fuel
Cell based Energy Pack
Specification
| 1. |
Introduction
|
This
document describes a specification for a fuel cell based energy pack. The energy
pack will be used on a novel electrically driven mini UAV.
| 2. |
Specification
|
2.1 Characteristics:
| · |
Power:
800 W
|
| · |
Endurance:
*
|
| · |
Voltage:
*
|
| · |
Operating
Temperature:
*
|
| · |
Operation
Altitude:
*
|
| · |
*
|
| · |
Weight
target: 6 Kg
|
| · |
Volume
target:
*
|
* Subject
to a request for confidential treatment; Separately filed with the
Commission.
-6-
STATEMENT
OF WORK (SOW)
| 1. |
SELLER’S
BASIC RESPONSIBILITIES
|
1.1 Seller
shall use commercially reasonable efforts to design, develop and test a fuel
cell power product defined in the Specification (hereinafter the
“Product).
| 2. |
PROGRAM
MANAGER’S
|
Each
Party shall designate a program manager who will be the principal point of
contact between the Parties in the performance of this Agreement.
| 3. |
DELIVERABLE
DOCUMENTATION
|
Seller
shall deliver to Buyer a set (reproducible) documentation (herein referred
to as
“Documentation”):
| (i) |
layout
drawings of the Product breadboard Product-related drawings;
and
|
| (ii) |
a
report analyzing the process, including risks, of repackaging the
breadboard into a qualifiable product at the weight set by agreement
of
the parties (based upon final performance specifications)
.
|
The
Documentation shall be in the English language and shall utilize the metric
system as the standard unit of measurement.
| 4. |
TESTING
|
Seller
shall, in accordance with the Program Schedule, submit to Buyer, for Buyer’s
approval, tests procedures at least 30 days prior to the test. The test will
be
designed to demonstrate the functional performance of the Product breadboard
(i.e., power output over time).
| 5. |
FACTORY
REPRESENTATIVE
|
Buyer
shall be entitled to have a representative observe the activity under this
SOW
at Seller’s facility and at Seller’s principal subcontractor’s facility. Such
observation shall be done after reasonable prior notice and any expenses of
such
representative shall be Buyer’s responsibility.
| 6. |
REPORTS
AND LIAISON
|
6.1 Seller
undertakes to send to Buyer, on a bi-monthly basis throughout the Program,
progress reports on the carrying out of Seller’s obligations hereunder,
including all problems and difficulties encountered (if any) and solutions
proposed.
6.2 The
Parties shall meet, at such times as they shall deem necessary, during the
performance of this SOW for the purpose of reviewing the progress of the efforts
hereunder. The said meetings shall be held alternately at Seller’s and at
Buyer’s premises (or as otherwise
-7-
mutually
agreed upon). Each Party shall bear the travel costs, salaries, and all other
subsistence expenses of its own representatives attending such
meetings.
| 7. |
Schedule:
|
| A. |
Beginning
of program (ARO)
|
*
| B. |
Design
Review ( * )
|
*
| C. |
Detailed
report regarding progress for prototype building was
made
|
*
| D. |
System
build and ready for tests on Seller facilities. Beginning of validation
process. Detailed analysis report for further weight/size
reduction.
|
*
| E. |
System
delivered and commencement of evaluation
test
|
ARO
+ 180 days
* Subject
to a request for confidential treatment; Separately filed with the
Commission.
-8-
