STRATEGIC ALLIANCE AGREEMENT
Exhibit 10.2
THIS STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is entered into as of the 10th day of August, 2009 (hereinafter referred to as the effective date of the Agreement), by and between TURBINE TRUCK ENGINES, INC., a Nevada corporation (hereinafter referred to as “TURBINE”), and TIANJIN OUT SKY TECHNOLOGY, Co. Ltd, a Chinese corporation (hereinafter referred to as “TIANJIN”).
WITNESSETH:
WHEREAS, TURBINE and TIANJIN wish to enter into a strategic alliance for the collaborative engineering, technical development and commercialization of the Detonation Cycle Gas Turbine Engine (“DCGT”) with exclusive rights owned by TURBINE; and
WHEREAS, the parties, as a result of such collaborative efforts, desire to establish a Joint Venture to manufacture, market and sell the DCGT in China once the DCGT has been shown to have commercial market potential.
NOW, THEREFORE, in consideration of the foregoing and of the mutual premises hereinafter expressed, the parties hereto do mutually agree as follows:
ARTICLE I. SCOPE OF STRATEGIC ALLIANCE.
A. TURBINE will, upon signing of this Agreement, deliver to, a file of milestones (detailed description step by step) for the DCGT project, for the purpose of allowing TIANJIN to learn the progress and schedule of the DCGT to date.
B. TURBINE will file for patent protection in China under the PCT (Patent Cooperation Treaty). And the new engine application filed and accepted by the WORLD INTELLECTUAL PROPERTY ORGANIZATION. (WO 2009/073406).
C. TURBINE and TIANJIN shall, in good faith, and in a professional manner, work collectively in a friendly manner towards the modification of the DCGT for motorcycle engine applications.
D. TIANJIN will commit up to 10 million US dollars over the next 18 months for project development cost and devote all resources available, and work in collaboration with all of TURBINES development partners to aid in Redesign Modifications, Construction, Testing and Integration of a viable DCGT motorcycle engine.
E. TIANJIN acknowledges that the DCGT engine is a proprietary design, covered by United States Patents, and being developed by TURBINE under a License Agreement with Alpha Engines. TIANJIN warrants and represents to TURBINE that it will do nothing which will interfere or infringe on the Patents and or the License Agreement. TIANJIN may not use the licensed technology, including any improvements made thereto, in any manner, without the prior written consent of TURBINE under a formal license agreement.
F. TIANJIN will purchase up to a 5% stake in TURBINE by acquiring common shares of TURBINE in the open market.
G. All core designs shall belong to the Inventor.
H. For and in consideration of the execution of this Strategic Alliance and the participation and performance by TIANJIN hereunder, TURBINE and TIANJIN intend to form a joint venture whereby TIANJIN will be licensed to manufacture market and sell the DCGT motorcycle engines in China.
ARTICLE III. MANAGEMENT.
Each party shall designate a partner, officer or other senior person to be responsible for the overall administration of this Agreement.
ARTICLE IV. CONFIDENTIAL INFORMATION.
The parties acknowledge and agree that in the course of the performance by TIANJIN contemplated hereunder (collectively, the “Services”) or additional services pursuant to this Agreement, that TIANJIN may be given access to, or come into possession of, confidential information of TURBINE which information may contain trade secrets, proprietary data or other confidential material of that party. Therefore the parties have executed a Non-Disclosure Agreement which is attached hereto as Exhibit A, and incorporated by reference as if fully set forth herein. Materials used in any engagement undertaken pursuant to this Agreement shall not be altered or changed without the consent of both parties.
ARTICLE V. NO PARTNERSHIP.
Nothing herein contained shall be construed to imply a joint venture, partnership or principal-agent relationship between TIANJIN and TURBINE, and neither party shall have the right, power or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing. Accordingly, for tax, property and liability purposes TIANJIN will provide the TIANJIN Services and TURBINE will perform the TURBINE Services, each on a professional basis and as an independent contractor of the other. During the performance of the any of the Services, TIANJIN’s employees will not be considered employees of TURBINE, and vice versa, within the meaning or the applications of any federal, state or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker’s compensation, industrial accident, labor or taxes of any kind. TIANJIN’s personnel who are to perform the TIANJIN Services or additional services to be provided by TIANJIN hereunder shall be under the employment, and ultimate control, management and supervision of TIANJIN. TURBINE’s personnel who are to perform the TURBINE Services or additional services to be provided by TURBINE hereunder shall be under the employment, and ultimate control, management and supervision of TURBINE. It is understood and agreed that TURBINE’s employees shall not be considered TIANJIN’s
employees within the meaning or application of TIANJIN’s employee fringe benefit programs for the purpose of vacations, holidays, pension, group life insurance, accidental death, medical, hospitalization, and surgical benefits, and vice versa.
ARTICLE VI. TRADEMARK, TRADE NAME AND COPYRIGHTS.
Except as expressly provided herein, this Agreement does not give either party any ownership rights or interest in the other party’s trade name, patents, trademarks or copyrights.
ARTICLE VII. INDEMNIFICATION.
Each of TIANJIN and TURBINE, at its own expense, shall indemnify, defend and hold the other, its partners, shareholders, directors, officers, employees, and agents harmless from and against any and all third-party suits, actions, investigations and proceedings, and related costs and expenses (including reasonable attorney’s fees) resulting solely and directly from the indemnifying party’s negligence or willful misconduct. Neither TIANJIN nor TURBINE shall be required hereunder to defend, indemnify or hold harmless the other and/or its partners, shareholders, directors, officers, directors, employees and agents, or any of them, from any liability resulting from the negligence or wrongful acts of the party seeking indemnification or of any third-party. Each of TIANJIN and TURBINE agrees to give the other prompt written notice of any claim or other matter as to which it believes this indemnification provision is applicable. The indemnifying party shall have the right to defend against any such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate. Each party further agrees to cooperate with the other in the defense of any such claim or other matter.
ARTICLE VIII. NON-SOLICITATION OF PERSONNEL.
TURBINE and TIANJIN agree not to engage in any attempt whatsoever, to hire, or to engage as independent contractors, the other’s employees or independent contractors during the term of this Agreement and for a period of six (6) months following expiration or termination of this Agreement except as may be mutually agreed in writing.
ARTICLE IX. INTELLECTUAL PROPERTY
Work performed on engagements pursuant to this Agreement by either TIANJIN and/or TURBINE and information, materials, products and deliverables developed in connection with engagements pursuant to this Agreement shall be the property of TURBINE. All underlying methodology utilized by TURBINE and TIANJIN respectively which was created and/or developed by either prior to the date of this Agreement and utilized in the course of performing engagements pursuant to this Agreement shall not become the property of the other. Each party’s rights, titles and interests are described in the Non-Disclosure Agreement attached hereto as Exhibit A.
ARTICLE X. GENERAL PROVISIONS.
A. Entire Agreement: This Agreement together with all documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or amended, except for in writing signed by a duly authorized representative of each of the parties.
B. Conflict: In the event of any conflict, ambiguity or inconsistency between this Agreement and any other document which may be annexed hereto, the terms of this Agreement shall govern.
C. Assignment and Delegation: Neither party shall assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and/or entity without prior express written approval of the other party.
D. Notices: Any notice required or permitted to be given under this Agreement shall be in writing, by hand delivery, commercial overnight courier or registered or certified U.S. Mail, to the address stated below for TURBINE or to the address stated below for TIANJIN, and shall be deemed duly given upon receipt, or if by registered or certified mail three (3) business days following deposit in the U.S. Mail. The parties hereto may from time to time designate in writing other addresses expressly for the purpose of receipt of notice hereunder.
If to: Tianjin Out Sky Technology Co., Ltd.
Attn: Xxxxxx Xx, CEO
An Guang Village, Bei Chen District
Xxxx Xxx, China
If to: Turbine Truck Engines, Inc.
Attn: Xxxxxxx Xxxxx, CEO
000 Xxxxxxxx Xxxx., Xxxxx 0
XxXxxx, Xxxxxxx 00000
With a Copy to:
Xxxxxxxx X. Xxxxx, P.A.
0000 XX 00 X, #000
Xxxxxxxxx, Xx. 00000
E. Severability: If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
F. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to its choice of law principles.
G. Paragraph Headings: The paragraph headings set forth in this Agreement are for the convenience of the parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect.
H. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
I. Exhibits: The Exhibits attached hereto are made a part of this Agreement as if fully set forth herein.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this Agreement to be executed as of the date first written above.
| TIANJIN OUT SKY | TURBINE TRUCK ENGINES, INC. | |||||||
| TECHNOLOGY, CO. LTD. | ||||||||
| By: |
/s/ Xxxxxx Xx |
By: |
/s/ Xxxxxxx Xxxxx | |||||
| Name: | Xxxxxx Xx, CEO | Name: | Xxxxxxx Xxxxx, CEO | |||||
