Exhibit 10o
The omitted portions indicated by brackets have been separately filed with
the Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 406, promulgated under the Securities Act
of 1933, as amended.
AGREEMENT
This Agreement is made this seventeenth day of December, 1997 by and
between Clean Diesel Technologies, Inc., a Connecticut corporation having
its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000-0000 XXX (hereinafter referred to as "CDT") and AMBAC
International, a Delaware corporation, having its principle place of
business at 000 Xxxxx Xxxxxx, Xxxx Xxxxxxxxxxx, XX 00000 (hereinafter
referred to as "AMBAC").
RECITALS
WHEREAS, CDT and AMBAC have entered into a Non-Disclosure Agreement, dated
10 October 1997, and attached hereto as (Exhibit A), and
WHEREAS, said Non-Disclosure Agreement was concerned with the development,
production and application of a CDT Reagent Injection System, hereinafter
RIS; and
WHEREAS, CDT and AMBAC are desirous of working on a joint effort to cost
effectively design, manufacture and market the RIS; and
WHEREAS, CDT has the marketing capabilities to identify and to develop
various markets and application for the RIS; and
WHEREAS, CDT has opportunity to demonstrate an advanced system to industry,
and interested parties; and
WHEREAS, CDT has applied the present-state RIS technology to select
internal combustion engines, furnaces and boiler systems; and
WHEREAS, AMBAC has the technical, design, development skills and technology
to bring about an advanced system for use in over-the-road, as well as
stationary, diesel applications of the RIS; and
WHEREAS, AMBAC has the technical, manufacturing, and process skills to cost
effectively mass produce all or select components of the advanced RIS; and
WHEREAS, CDT and AMBAC desire to reduce their agreements to writing.
NOW, THEREFORE, in consideration of the premises, of the mutual covenants
herein contained, and of other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Reagent Injection System - The term "RIS", (Reagent Injection System),
shall mean the concepts and embodiments of the systems for injection
of reagents into exhaust gases of internal combustion engines,
boilers, furnaces and heaters as designed and developed by CDT in
whole or in part based upon patents, patent application and know how,
owned or licensed by CDT as of the date of this Agreement. These
patents and applications are listed in Exhibit "B" entitled CDT RIS
PATENTS, attached hereto.
Advanced Reagent Injection Reduction System - The term "ARIS"
(Advanced Reagent Injection System), shall mean the concept and
embodiment of the system, for application to internal combustion
engines, furnaces, boilers and heaters, as will exist at the stage of
production-readiness, subsequent to the joint design, test, and
development efforts by CDT and AMBAC. The scope of the ARIS
development program shall be as identified in Exhibit C (Attached
hereto).
1.2 LICENSE AGREEMENT RESERVED
1.3 AMBAC. The term "AMBAC" shall mean AMBAC International, its
successors, assigns, and agents.
1.4 CDT. The term "CDT" shall mean Clean Diesel Technologies, Inc., its
successors, assigns, agents, and any subsidiaries or companies
controlled by Clean Diesel Technologies, Inc., i.e. ownership of more
than 50% of the voting stock.
1.5 The term "burdened engineering costs" shall mean costs in a range of
$45.00 to $60.00 per hour as of the date of this agreement and changes
to rates can be agreed upon at quarterly review meetings.
ARTICLE II
PARTIES
2.1 The Parties to this Agreement are Clean Diesel Technologies, Inc., a
Delaware Corporation, and AMBAC International, a Delaware Corporation.
ARTICLE III
DUTIES OF CDT AND AMBAC
3.1 CDT and AMBAC agree to jointly share all relevant information and
technology related to the cost effective design, prototype, test,
development, production release, manufacture, process development, and
distribution of the ARIS, to be applied to engines, boilers, furnaces
and heaters subject to the non-disclosure Agreement.
3.2 CDT and AMBAC agree to share marketing data relating to uses and
applications of the ARIS in whatever industry and wherever in the
world such marketing may be applicable subject to the terms of
confidentiality in Paragraph 11.1 below.
3.3 CDT and AMBAC agree to meet periodically, but no less often than every
three (3) months to update, share and exchange the following:
(a) Quantity of ARIS anticipated to be sold in various markets
during various calendar years; and
(b) Cost of producing the ARIS based upon the amortization of
the tooling-capital and Sales and Volume projections
developed in Section 3.3(a) above; and
(c) Cost of AMBAC burdened development engineering expenses
expended in the development of a cost effective and readily
manufactured ARIS; and
(d) Proposals of an Action Plan to meet the objectives of large
volume-low cost supplier of ARIS based upon jointly
developed cost-volume objectives;
ARTICLE IV
DUTIES OF CDT
4.1 CDT will be responsible for the following tasks:
(a) Timely Provision to AMBAC of Performance Specifications,
Initial Drawings, Test and Acceptance Criteria, known
material incompatibilities, BOMs, target cost, etc., for the
ARIS.
(b) Coordinating the ARIS demonstration to interested industry
observers.
(c) Technical assistance to AMBAC on operation and testing of
the ARIS.
(d) Technical and physical descriptions of standard components
previously used in engine and boiler applications that are
intended to be used in the ARIS, i.e., feed pumps, valving,
piping, etc.
ARTICLE V
DUTIES OF AMBAC
5.1 AMBAC will be responsible for the following tasks:
(a) Definition, design, development, and documentation of
components configuration -- incorporating, as much as is
possible, standard components as used in previous
installations -- that result in a system capable of injecting
urea-based reagents per specification through an injector
that will lend itself to actuation by engine management
control or other auxiliary controllers.
(b) Definition of the optimum mix of tooling and automation to
achieve the cost-volume targets established by CDT and
AMBAC.
(c) Actively participate in the concurrent engineering efforts
to assure optimum producibility of the ARIS.
(d) Submission to CDT of a full review of proposed design for
the purpose of concurrence prior to manufacture of prototype
samples.
(e) Develop and sell to CDT, prototype/test "samples" at
"out-of-pocket" (burdened) cost, whether such samples are
procured internal to AMBAC or from an external supplier.
AMBAC will expend its best effort to make the first samples
available on or before February 15, 1998. Samples will be
representative of "Production Intent" units.
ARTICLE VI
DEVELOPMENT COST SHARING
6.1 Each party to this Agreement will be responsible for its own share of
the development cost, with the following qualification: If prior to
December 31, 2002, should CDT source manufacturing of the ARIS from
another entity, not AMBAC, for reasons not related to any inability on
the part of AMBAC to execute competitive production manufacturing, CDT
will reimburse, fifty (50%) percent of AMBAC's burdened Engineering as
reported in Section 3.3(c) of this Agreement. The engineering costs
will be those costs expended and reported from the date this Agreement
is signed until the Agreement is terminated in accordance with Section
VIII or until 31 December 2000, whichever shall first occur. The
payment will be made within sixty (60) days after the effective date
of the termination with CDT reserving the right to audit such charges;
however, upon mutual written consent, these engineering costs may be
paid as royalty payments additional to those as described under
Section 7.1(a) of this Agreement.
ARTICLE VII
ROYALTY PAYMENTS AND LICENSE FEES
7.1 CDT and AMBAC are committed to a "WIN-WIN" program and therefore there
will be no Royalty or License fees payable to or from either company
for any technology jointly or separately developed from the date of
this Agreement until its termination unless the following occurs:
(a) If CDT is required to develop another company to manufacture
the ARIS and such need to develop another company is not due
to any inability of AMBAC to execute competitive production
manufacturing, then CDT shall compensate AMBAC in the
following manner for a three (3) year period:
[ ]% of sales price if sold by CDT or
[ ]% of CDT's Negotiated Royalty if licensed to a
manufacturer.
In the above cases AMBAC shall grant to CDT a worldwide
license to manufacture the ARIS using any and all technology
developed by AMBAC for production of the ARIS.
(b) If CDT is required to develop another company to manufacture
the ARIS and such need to develop another company is due to
any inability of AMBAC to execute competitive production
manufacturing, other than unit cost, then CDT shall not be
required to compensate AMBAC and AMBAC shall grant to CDT a
rent-free, exclusive, worldwide license to manufacture the
ARIS using any and all technology developed by AMBAC for
production of the ARIS. Such technology shall be used by CDT
or its sub-contractor, agent, or assign only for the
purposes of manufacturing the ARIS.
(c) After five years, or earlier, upon mutual written agreement,
AMBAC shall be permitted to use the ARIS for all of the
applications that shall have been developed by AMBAC and
first disclosed to CDT subject to the following Royalty
schedule:
[ ]% royalty of AMBAC sales price will be payable to CDT.
(d) If CDT is unable to grow the production volume of the ARIS
as per the Production volume below, or has not released
AMBAC as per 7.1 (c), above, AMBAC shall be permitted to use
ARIS for all applications that shall have been developed by
AMBAC, subject to the Royalty schedule of 7.1 (c).
Calendar Year Production Volume
------------- -----------------
2000 [ ]
2001 [ ]
2002 [ ]
7.2 PATENTS. CDT shall retain all patent rights to the ARIS and any
patents, applications or licenses as of the date of this agreement.
Any patent or improvement that is independently developed by either
company during the term of this Agreement and specifically related to
the ARIS, shall be the Intellectual Property of the developer and said
developer will grant non-exclusive, no-cost, worldwide cross license
to such intellectual property for use on the ARIS to the
non-developing party, subject to terms under 7. 1.
ARTICLE VIII
TERM AND TERMINATION OF AGREEMENT
8.1 TERM. The term of this Agreement shall continue until 3 November 2002,
unless terminated earlier in accordance with this Article. Nothing in
this Article shall be interpreted as precluding this Agreement from
being renewed and extended beyond the Termination Date.
8.2 TERMINATION FOR BANKRUPTCY. Either party shall have the right, at its
option, to terminate this Agreement by giving notice to the other
party at least ten (10) business days before the termination is to be
effective, if:
(1) The other party shall be adjudicated or become bankrupt or
insolvent as that term is defined in 11 USC Section 101(32);
(2) The other party shall file a voluntary petition under any
bankruptcy, reorganization, or insolvency law;
(3) The other party shall apply for or consent to appointment of
a trustee or receiver to take possession of all or
substantially all its assets;
(4) The other party shall consent to, or shall file an answer
admitting the jurisdiction of the court and the material
allegations of, an involuntary petition filed under any
bankruptcy, reorganization, or insolvency law;
(5) Any proceedings of bankruptcy, reorganization, or insolvency
shall be commenced against the other party and not be
dismissed within 30 calendar days after commencement;
(6) The other party shall make any assignment for the benefit of
creditors, or other arrangement or composition under any
laws for the benefit of insolvent's;
(7) Any order shall be entered under any bankruptcy,
reorganization, or insolvency law of any jurisdiction, and
shall not be dismissed or stayed within thirty (30) calendar
days after its entry (a) approving an involuntary petition
seeking an arrangement with the creditors of the other
party, (b) approving an involuntary petition seeking
reorganization, or (c) appointing any receiver or trustee of
all or a substantial part of the property of the other
party;
(8) A trustee or receiver shall be appointed to take possession
of all or substantially all assets of the other party and
shall not be dismissed within thirty (30) calendar days
after appointment; or
(9) Any writ of attachment, garnishment, or execution shall be
levied against all or substantially all assets of the other
party, or all or substantially all assets of the other party
shall be subject to any attachment, garnishment, execution,
or other judicial seizure, and shall not be removed,
released, or bonded within thirty (30) calendar days after
the date of the attachment, garnishment, execution, or other
judicial seizure.
8.3 TERMINATION BY MUTUAL AGREEMENT. This Agreement shall terminate upon
written agreement of all parties to this Agreement to terminate. The
Termination shall be effective upon the date the Termination is signed
or as may be mutually agreed.
ARTICLE IX
RIGHTS AFTER TERMINATION
9.1 EFFECT OF TERMINATION. Upon termination or expiration of this
Agreement each party shall:
(a) Return to the other party all Proprietary information; and
(b) Return all Promotional Material.
9.2 OPEN PURCHASE ORDERS. AMBAC shall promptly complete and deliver all
Purchase Orders which are open at the date of termination or
expiration of this Agreement.
9.3 SURVIVAL. The following Articles shall survive the Termination of this
Agreement.
ARTICLE X INDEMNIFICATION; ARTICLE XI INTELLECTUAL PROPERTY-
CONFIDENTIALITY; ARTICLE VI DEVELOPMENT COST SHARING; ARTICLE VII
ROYALTY PAYMENTS AND LICENSE FEES.
ARTICLE X
INDEMNIFICATION
10.1 In the event that a product liability action or proceeding is brought
against AMBAC or CDT related to ARIS or any application using the
ARIS, each party shall as promptly as practical, forward to the other
party every summons and complaint and hereby gives the other party the
right to inspect every other court document received by it, and if the
other party is a named party in the action, in no event shall the
party take action of settlement without the prior notification of the
other party of such proposed action followed by a reasonable period of
time, not to exceed ten (10) calendar days to allow the other party to
respond to such notification.
10.2 The parties shall promptly notify the other of any potential
performance or safety-related defect in the ARIS or in any application
that may use the ARIS in any manner whatsoever.
ARTICLE XI
INTELLECTUAL PROPERTY - CONFIDENTIALITY
11.1 Each party (the "Recipient Party") acknowledges that the other party
(the "Disclosing Party") may disclose Information to the Recipient
Party which is reduced to writing and marked proprietary or
confidential within thirty (30) days of disclosing to the Disclosing
Party or other parties ("Proprietary Information"). The Recipient
Party agrees to maintain in confidence and not to disclose to any
party or reproduce or use except for the purpose of this Agreement any
such Proprietary Information, except with the written consent of the
Disclosing Party. The foregoing restriction on use and disclosure of
the Proprietary Information will not apply:
(a) If the information was generally available to the public at
the time of disclosure;
(b) If the information is already a written record in Recipient
Party's files prior to its receipt, under circumstances
permitting its disclosure by Recipient Party to other;
(c) If Recipient Party at any time lawfully obtains said
Information from a third party under circumstances
permitting its disclosure by Recipient Party to others;
(d) If the Information becomes part of the public domain through
no fault of Recipient Party; or
(e) After two (2) years from the termination of this Agreement.
Upon any termination of this Agreement all proprietary
Information in the Recipient Party's possession shall be
returned to the Disclosing Party at the request of
Disclosing Party.
ARTICLE XII
TECHNICAL ASSISTANCE
12.1 CDT shall provide at its sole discretion any technical assistance,
information and or materials that may be reasonably required for
servicing, operating, and installing the ARIS.
12.2 CDT shall determine when the ARIS may be marketed and/or sold.
12.3 CDT, the OEM (if any), distributor or licensed agent, will be
responsible for the cost of any application engineering that may be
required for the application of the ARIS to internal combustion
engines or boilers or heaters or furnaces.
12.4 CDT may request AMBAC to perform certain application engineering
tasks, at a cost to be negotiated.
ARTICLE XIII
MISCELLANEOUS
13.1 FORCE MAJEURE. Any delay or failure of either party to perform its
obligations hereunder shall be excused if, and to the extent that it
is caused by an event or occurrence beyond the reasonable control of
the party and with its fault or negligence, such as, by way of example
and not by way of limitation, acts of God, actions by a governmental
authority (whether valid or invalid), fires, floods, windstorms,
explosions, riots, natural disasters, wars, sabotage, labor problems
(including lockouts, strikes and slowdowns), inability to obtain
power, material, labor equipment or transportation, or court injunction
or order; provided that written notice of such delay (including the
anticipated duration of the delay) shall be given by the affected
party to the other party within ten (10) days. During the period of
such delay or failure to perform by AMBAC, CDT at its option, may have
the services to be performed by AMBAC hereunder performed by another
party without liability to AMBAC. If requested by CDT, AMBAC shall,
within ten (10) days of such request, provide adequate assurances that
the delay shall not exceed thirty (30) days. If the delay lasts more
than thirty (30) days or AMBAC does not provide adequate assurance
that the delay will cease within thirty (30) days, CDT may immediately
cancel this Agreement without liability. In the event such a period is
experienced by CDT, wherein CDT is unable for reasons as stated above,
to accept delivery on ordered and scheduled shipments, AMBAC, at its
option, may produce such ordered and scheduled material, storing such
undelivered material in a suitable location of its choice, invoking an
inventory carrying charge calculated as Sales Price X 10% / 365 days X
number of days beyond 30 days delay in shipment.
13.2 RESERVED
13.3 RESERVED
13.4 ADVERTISING. AMBAC shall not, without first obtaining the written
consent of CDT, in any manner advertise or publish the fact that AMBAC
has contracted to furnish the goods herein ordered, or use any
trademarks or trade names of CDT in AMBAC's advertising or promotional
materials. Neither party shall, without first obtaining the written
consent of the other party, advertise or publish, in any manner, that
AMBAC has contracted with CDT to furnish the goods which are the
subject matter of this Agreement. CDT shall not advertise the product
until authorized in writing by AMBAC, which mutual authorizations
shall not be unreasonably withheld.
13.5 RELATIONSHIP OF PARTIES. CDT and AMBAC are independent contracting
parties and nothing herein contained shall be construed to create a
partnership, employment, joint venture or agency, and neither party
shall be liable for the debts, obligations or responsibilities of the
other. It is expressly agreed that neither party shall have any
authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of the other party or
to bind the other party in any manner.
13.6 NOTICES. Any notice permitted or required under this Agreement shall
be deemed to be given when sent if such notice shall be in writing and
personally served, mailed by registered or certified air mail, postage
prepaid evidenced by post office receipt of said registration or
certification, or transmitted by electronic facsimile transfer with
written confirmation personally served or mailed as heretofore
provided to the addresses of the parties as follows:
To CDT at: Clean Diesel Technologies, Inc.
Attn.: Xxx Xxxxxxxxx, TJ Tarabuski
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
(000) 000-0000
To AMBAC at: AMBAC International
Attn.: Xxxx Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxx Xxxxxxxxxxx, XX 00000
(000) 000-0000
Any party may change its address for purposes of this notice provision
by giving the other parties written notice of the new address in the
manner set forth above.
13.7 SUCCESSORS OF PARTIES. This Agreement shall be binding on, and shall
inure to the benefit of the parties to it and their respective heirs,
legal representatives, successors, and assigns.
13.8 ASSIGNMENT. Neither party shall assign or delegate its obligations
under this Agreement without the others prior written consent and any
attempt to make such an assignment or delegation without such consent
shall be void.
13.9 NO IMPLIED WAIVER. The failure of either party at any time to require
performance by the other party of any provision of this Agreement
shall not in any way affect the right to require such performance at
any time thereafter nor shall the waiver by of either party of a right
hereunder or a breach of any provision of this Agreement constitute a
continuing waiver or waiver of a right or similar breach. No waiver
shall be binding unless executed in writing by the party making the
waiver.
13.10 SEVERABILITY. If any term or provision hereof is declared void or
unenforceable or becomes unlawful in its operation under any statue,
regulation, ordinance, executive order or other rule of law, such term
or provision shall be deemed reformed or deleted, but only to the
extent necessary to comply with such statute, regulation, ordinance,
order or rule, and the remaining provisions of this Agreement, which
shall continue to be binding and remain in full force and effect.
13.11 GOVERNING LAW; ARBITRATION. This Agreement, its interpretation and
any disputes or controversies concerning the transactions contemplated
herein shall be governed by the internal substantive laws of Delaware
and determined in final, binding arbitration before a single
arbitration under the then rules of commercial arbitration of the
American Arbitration Association (the "AAA"), in Stamford,
Connecticut, if initiated by AMBAC, and in West Springfield,
Massachusetts, if initiated by CDT. The arbitrator shall have no power
to award consequential, statutory or punitive damages. Any award in
arbitration may be entered in and enforced by any court having
jurisdiction. Prior to commencement of arbitration proceedings, the
parties shall participate in a period of mediation of not more than
sixty (60) days under AAA rules.
13.12 HEADINGS. The headings of the articles and paragraphs of this
Agreement have been herein only to facilitate reference and shall not
be given any significance whatsoever in the construction and
interpretation of this Agreement.
13.13 EXHIBITS APPENDED. There have been approved, appended, and made a
part of this Agreement the following exhibits: "A" Non-Disclosure
Agreement; "B", CDT Patents; "C" Scope of ARIS Development Program. In
the event of any conflict, the provisions set forth in the body of
this Agreement shall be deemed paramount.
13.14 ENTIRE AGREEMENT. This Agreement, together with any attachments,
exhibits, or supplements, specifically referencing in this Agreement,
constitutes the entire Agreement between CDT and AMBAC pertaining
to the subject matter hereof. All prior and contemporaneous
agreements, representations, negotiations and understanding of the
parties, oral or written, are hereby superseded and merged herein.
Each party to this Agreement expressly warrants and represents to the
other that it has not relied upon any representation, inducement,
promise or agreement, oral or otherwise, by any party, or anyone
acting on behalf of any party, which is not embodied herein. No
modification, waiver or amendment of this Agreement shall be binding
unless fully executed in writing and signed by an authorized
representative of each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed,
in duplicate, by their duly authorized representatives.
DATED: 18TH DECEMBER 1997
CLEAN DIESEL TECHNOLOGIES, INC. AMBAC INTERNATIONAL
BY: /S/XXX XXXXXXXXX BY: /S/XXXX XXXXXXXXX
XXX XXXXXXXXX XXXX XXXXXXXXX
TITLE: CHIEF OPERATING OFFICER TITLE: GENERAL MANAGER
WEST SPRINGFIELD
Exhibit A to
Agreement
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (hereinafter referred to as ("Agreement") is
entered into by and between
CLEAN DIESEL TECHNOLOGIES, INC.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000 XXX
(hereinafter referred to as "CDT") and
AMBAC INTERNATIONAL
000 Xxxxx Xxxxxx
Xxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter referred to as "AMBAC")
both parties together hereinafter referred to as "Parties" or individually
hereinafter referred to as "Party."
PREAMBLE
WHEREAS, CDT is in the business of designing, developing, and marketing
urea based selective catalytic reduction systems (SCR) and related devices
and reagents for the transportation and stationary power industries; and
WHEREAS, AMBAC amongst others is engaged in the business of design,
developing, manufacturing, sale, and distributing diesel fuel injection
products; and
WHEREAS, the Parties are interested to evaluate a business relationship in
which CDT develops (independently or jointly with AMBAC), designs, and
supplies to AMBAC certain selective catalytic reduction concepts, ideas,
and strategies which utilize AMBAC fuel injection equipment as is or with
slight variation, and CDT intends to market such systems; and
WHEREAS, the Parties are interested, but not obligated to exchange certain
Information (defined herein) pertinent and necessary to the conduct of the
Party's stated business relationship. Such "Information" may take the form
of drawings, electronic data, product or program descriptions; layouts or
renderings; timing or planning schedules; samples, parts, components or
systems; cars, models or prototypes; development, procedures,
specifications or standards; visual or audiovisual media; and/or any other
type of information, inclusive business or operational secrets; methods or
inventions; and
WHEREAS, the receiving Party agrees to maintain the confidentiality of such
Information.
NOW THEREFORE, the Parties hereto agree to the following:
1. The purpose of this Agreement is to avoid transfer and disclosure of
any of the Information so obtained/gathered and of further
developments and copies thereof, to any third party, when the
Information has been obtained
- in the form of hard copies and clearly marked as confidential or as
legally protected or
- in any other form; e.g., data communication line or in any verbal
discussion and stated as confidential or legally protected by the
disclosing Party in a written form within 15 working days after
disclosure. Information received in this way shall, within the above
period, be treated as confidential by the receiving Party.
2. Such Information must be used exclusively for the purposes set out in
the provisions of the preamble. It shall be made accessible to the
personnel of the receiving Party only insofar as required for such
purposes, and shall be disclosed to third parties only after receipt
of the prior written consent of the Party initially providing the
Information.
3. Subsequent to obtaining prior written consent from the disclosing
Party to transfer/disclose certain limited Information to a specified
third party for a clearly defined purpose, the receiving party may
forward it only after receipt of written confirmation from such third
party that it will avoid any further transfer/disclosure to any other
third party and will use the Information only for such defined purpose
and in accordance with the terms of this Agreement.
4. The obligation of nondisclosure is not applicable to Information,
- which is or becomes generally known other than by violation of this
Agreement or
- which is made available to the receiving Party by a third party, who
was not subject to an obligation of nondisclosure and other than by
violation of this Agreement or
- of which the receiving Party can prove that it was already in
possession prior to the effective date of this Agreement or of which
it can prove independent development after the effective date.
5. The Receiving Party of any Information hereunder agrees to handle
Information with the same care it uses to avoid disclosure,
publication, or circulation of any other type of its own information,
documents, drawings, electronic data, descriptions, layouts,
renderings, schedules, samples, parts, components, systems, models,
prototypes, developments, procedures, specifications, standards,
visual/audiovisual media, methods, business/operational secrets, or
inventions, which are confidential.
6. Neither of the Parties will derive rights from Information received,
even if such rights are legally justified. All rights are reserved to
each of the Parties, particularly insofar as the right to obtain
patents and utility patents for their own inventions is concerned.
Rights to Information disclosed are limited to such rights explicitly
agreed herein, additional rights such as license right, copyright,
right of use and others are not granted, regardless of whether any
valid patent rights exist or not.
7. a. An obligation to disclose Information is not agreed herein.
b. Nothing contained herein shall be construed as granting any
intellectual property rights except as expressly provided herein.
c. Nothing in this Agreement shall be construed as obligating either
Party to enter into a business arrangement with the other. Any such
arrangement, and the terms and conditions thereof shall be agreed upon
separately.
d. Nothing in this Agreement shall preclude either Party from entering
into a similar relationship with a third party.
8. This Agreement becomes effective when it is executed by both Parties
to this Agreement. It will expire three (3) years after the last date
of execution, unless this Agreement is previously terminated by either
Party hereto by giving the other Party at least three (3) months'
advance notice of such termination in writing.
9. With respect to any Information disclosed by either Party hereto to
the other Party during the term of this Agreement, the obligations and
restrictions set forth in clauses I - 5 above against the transfer,
disclosure, and use of such Information shall end seven (7) years
after disclosure of such Information and shall survive any expiration
or termination of this Agreement prior to the end of such period.
10. Upon request of the disclosing Party, any Information received shall
be returned without undue delay at any time such a request has been
received and automatically if the Agreement has been terminated. Any
transcriptions, copies, records, and further developments thereof
shall be destroyed or erased from any Data Processing system or media.
Evidence of compliance hereof shall be provided by the receiving party
upon written request of the disclosing Party.
11. All agreements between the Parties are Included in this Agreement.
Additional verbal agreements have not been made. Changes of and
supplements to this Agreement must be agreed to in writing by both
Parties to become effective, including any deviation from the
aforementioned form requirement.
12. If single provisions of this Agreement shall be or become invalid or
unenforceable, the remaining provisions shall continue in full force
and effect. The parties shall in this event be obliged to accept as
the replacement for the invalid provision a valid provision which
corresponds as far as possible to the spirit and the purpose of the
invalid provision.
13. The parties will work together in good faith to remedy any
difficulties which may arise in connection therewith. In the event
disputes do arise in connection with the Agreement which the Parties
are unable to settle amicably, the dispute shall be finally settled by
arbitration in accordance the then effective Rules of The American
Arbitration Association by one arbitrator appointed in accordance with
such Rules. The place of proper venue is Hartford, Connecticut, unless
otherwise agreed to in writing by the Parties.
14. This Agreement is executed in two counterparts, each of which shall be
deemed an original.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement through
their duly authorized personnel on the dates set forth below. Each party
received one original version of this Agreement.
For: For:
CLEAN DIESEL TECHNOLOGIES, INC. AMBAC INTERNATIONAL
Name: Name:
-------------------------- --------------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
-------------------------- --------------------------
Exhibit B to
Agreement
(A) U. S. PATENT APPLICATION
Reducing NOx Emissions from an Engine by Temperature-Controlled Urea
Injection for Selective Catalytic Reduction
X. X. Xxxxx-Xxxxxx, E. N. Xxxxxx, X. X. Xxxxxxx, X. X. Xxxxxxxxxx
(Application submitted April 2, 1997)
(B) U. S. PATENT APPLICATION
Reducing NOx Emissions from an Engine While Maximizing Fuel Economy
X. X. Xxxxxxxxxx
(Application submitted April 4, 1997)
Exhibit C to
Agreement
SCHEMATIC DIAGRAM OF ARIS(TM)
