TECHNOLOGY CROSS LICENSE
THIS TECHNOLOGY CROSS LICENSE ("AGREEMENT") is entered into as of November 16,
2000 (the "EFFECTIVE DATE"), by and between XXXXXXXX RUOTE SpA, a corporation
having its principal place of business at xxx Xxxxxxxxxxxx 00, 00000 Xxxxxxx
Xxxxxxxx (Xxxxxx), Xxxxx 13/15 ("XXXXXXXX RUOTE"), and ACCURIDE CORPORATION, a
Delaware corporation having its principal place of business at 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxx, XX ("ACCURIDE") (Xxxxxxxx Ruote and Accuride are
hereinafter referred to individually as a "party" and collectively as the
"parties").
1. PURPOSE AND DEFINITIONS
1.1 PURPOSE OF THIS AGREEMENT
(a) Xxxxxxxx Ruote is a leading O.E.M. (Original Equipment
Manufacturer) of heavy vehicle steel wheels in Europe, and has
developed proprietary manufacturing and design technology in
connection therewith.
(b) Accuride is a leading O.E.M. (Original Equipment Manufacturer) of
heavy wheels in North America, and has developed proprietary
manufacturing and design technology in connection therewith.
(c) The parties have agreed to the cross-licensing of their respective
wheel production manufacturing and design technology.
1.2 DEFINITIONS
"ACCURIDE means technology, information and data not claimed in the
KNOW-HOW" Accuride Patents, but nevertheless proprietary, valuable,
trade secrets, inventions, discoveries, know-how, processes,
procedures, methods, protocols, formulas, techniques,
software, designs, drawings, technical and clinical data, or
other valuable technical information embodied in the
Accuride Licensed Inventions or in other Accuride patents
and useful in the development, manufacture, use or sale of
Accuride Licensed Products or Accuride Licensed Process(es);
"ACCURIDE means the design and manufacture of o.e. heavy steel wheels
LICENSED FIELD" and equipment therefor;
"ACCURIDE means the Invention(s) described in Exhibit B;
LICENSED
INVENTION(S)"
"ACCURIDE means the processes, methods or procedures in the Accuride
LICENSED Licensed Field covered by one or more claims of the Accuride
PROCESS(ES)" Patents or utilizing or incorporating Accuride Know-how and
described in Exhibit B;
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"ACCURIDE means product(s) in the Accuride Licensed Field covered by
LICENSED one or more claims of the Accuride Licensed Patents or
PRODUCTS" produced by a method covered by one or more claims of such
Patents or utilizing or incorporating Accuride Know-how and
described in Exhibit B;
"ACCURIDE means all classes or types of patents, utility models and
PATENT(S)" design patents (including, without limitation, originals,
divisions, continuations, continuations-in-part, extensions
or reissues, or substitutes therefore, or extensions
thereof, or patents of addition, and any incidental Know-how
for practicing the same), and applications for these classes
or types of patent rights granted or filed in the Xxxxxxxx
Ruote Territories claiming all or a portion of the Accuride
Licensed Invention(s), which are listed in Exhibit B and
that are owned or controlled by Accuride or any of its
Subsidiaries, to the extent that they have the right to
grant licenses within and of the scope set forth herein
without the requirement to pay consideration to any third
party (other than employees of Accuride or its Subsidiaries)
for the grant of a license under this Agreement;
"ACCURIDE means the Accuride Patents, Accuride Know-how and Accuride
TECHNOLOGY" Licensed Process(es);
"CONFIDENTIAL Means information (i) disclosed in tangible form that is
INFORMATION" clearly marked or identified as confidential or proprietary
at the time of disclosure or (ii) disclosed in non-tangible
form, identified as confidential or proprietary at the time
of disclosure, and summarized sufficiently for
identification and designated as confidential in a written
memorandum sent to the receiving party within thirty (30)
days after disclosure. Confidential Information includes,
without limitation, the Licensed Technology. Confidential
Information does not include information (a) in the
possession of or known to receiving party prior to its
receipt from disclosing party; (b) which is or becomes a
matter of general public knowledge through no fault of
receiving party;
"INTELLECTUAL means all world-wide patents, patent rights, copyrights,
PROPERTY copyright registrations, moral rights, trade secrets, trade
RIGHTS" marks, service marks, trade xxxx and service xxxx
registrations, and goodwill pertaining to trade marks and
service marks;
"INVENTION(S)" means any idea, design, concept, technique, invention,
discovery or improvement, whether or not patentable;
"O.E.M." Means Original Equipment Manufacturer;
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"o.e." Means original equipment and it shall be used in opposition
to the word "AM" (Aftermarket) to indicate the specific
destination of the products, that is the market of original
equipment products (o.e.)) opposed to the market of spare
parts ("AM");
"AM" means Aftermarket. It is used to indicate the destination of
the products to the market of spare parts in opposition to
the o.e. (original equipment) market;
"XXXXXXXX means technology, information and data not claimed in the
RUOTE Xxxxxxxx Ruote Patents, but nevertheless proprietary,
KNOW-HOW" valuable, trade secrets, inventions, discoveries, know-how,
processes, procedures, methods, protocols, formulas,
techniques, software, designs, drawings, technical and
clinical data, or other valuable technical information
embodied in the Xxxxxxxx Ruote Licensed Inventions or in
other Xxxxxxxx Ruote patents and useful in the development,
manufacture, use or sale of Xxxxxxxx Ruote Licensed Products
or Xxxxxxxx Ruote Licensed Process(es);
"XXXXXXXX means the design and manufacture of o.e. heavy steel wheels
RUOTE and equipment therefor;
LICENSED FIELD"
"XXXXXXXX means the Invention(s) described in Exhibit A;
RUOTE
LICENSED
INVENTION(S)"
"XXXXXXXX means the processes, methods or procedures in the Xxxxxxxx
RUOTE Ruote Licensed Field covered by one or more claims of the
LICENSED Xxxxxxxx Ruote Patents or utilizing or incorporating
PROCESS(ES)" Xxxxxxxx Ruote Know-how and described in Exhibit A;
"XXXXXXXX means product(s) in the Xxxxxxxx Ruote Licensed Field
RUOTE covered by one or more claims of the Xxxxxxxx Ruote Licensed
LICENSED Patents or produced by a method covered by one or more
PRODUCTS" claims of such Patents or utilizing or incorporating
Xxxxxxxx Ruote Know-how and described in Exhibit A;
"XXXXXXXX means all classes or types of patents, utility models and
RUOTE design patents (including, without limitation, originals,
PATENT(S)" divisions, continuations, continuations-in-part, extensions
or reissues, or substitutes therefore, or extensions
thereof, or patents of addition, and any incidental Know-how
for practicing the same), and applications for these classes
or types of patent rights granted or filed in the Accuride
Territories claiming all or a portion of the Xxxxxxxx Ruote
Licensed Invention(s), which are listed in Exhibit A and
that
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are owned or controlled by Xxxxxxxx Ruote or any of its
Subsidiaries, to the extent that they have the right to
grant licenses within and of the scope set forth herein
without the requirement to pay consideration to any third
party (other than employees of Xxxxxxxx Ruote or any of its
Subsidiaries) for the grant of a license under this
Agreement;
"XXXXXXXX Means the Xxxxxxxx Ruote Patents, Xxxxxxxx Ruote Know-how
RUOTE and Xxxxxxxx Ruote Licensed Process(es);
TECHNOLOGY"
"KNOW-HOW" Means either the Xxxxxxxx Ruote Know-how or the Accuride
Know-how;
"LICENSE TERM" Is defined in clause 2;
"LICENSED Means either Xxxxxxxx Ruote Licensed Inventions or
INVENTION(S)" Accuride Licensed Inventions;
"LICENSED means either the Xxxxxxxx Ruote Licensed Field or the
FIELD" Accuride Licensed Field;
LICENSED means either the Xxxxxxxx Ruote Licensed Process(es) or the
PROCESS(ES)" Accuride Licensed Process(es);
"LICENSED means either Xxxxxxxx Ruote Licensed Products or Accuride
PRODUCTS" Licensed Products;
"LICENSED means either the Xxxxxxxx Ruote Technology or the
TECHNOLOGY" Accuride Technology;
"LICENSEE" means a party in its capacity as the grantee of a license
hereunder;
"LICENSOR" means a party in its capacity as the grantor of a license
hereunder;
"PATENT(S)" means either the Xxxxxxxx Ruote Patent(s) or the Accuride
Patent(s);
"SUBSIDIARY" means any corporation, partnership or other entity, now or
hereafter, (i) at least fifty percent (50%) of whose
outstanding shares or securities entitled to vote for the
election of directors or similar managing authority is
directly or indirectly owned or controlled by a party
hereto, or (ii) that does not have outstanding shares or
securities but at least fifty percent (50%) of whose
ownership interest representing the right to make the
decisions for such entity is directly or indirectly owned or
controlled by a party hereto; provided, however, that in
each case such corporation, partnership or other entity
shall be deemed to be a
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Subsidiary only so long as such ownership or control exists
and is at least fifty percent (50%);
"TERRITORY" means (i) as to Xxxxxxxx Ruote, the European Economic Area
including: Austria, Belgium, Croatia, Czechoslovakia
Republic, Denmark, Finland, France, Germany, Greece,
Hungary, Iceland, Ireland, Italy, Liechtenstein, Luxembourg,
the Netherlands, Norway, Poland, Portugal, Romania,
Slovenia, Spain, Sweden, Turkey United Kingdom, and Egypt;,
and (ii) as to Accuride, the United States, Mexico and
Canada.
2. DURATION
2.1 INITIAL LICENSE TERM
The initial License Term shall begin on the Effective Date and expire upon
the third (3rd) anniversary of the Effective Date, unless sooner terminated
as provided in clause 2.3.
2.2 EXTENSIONS
The License Term shall be automatically extended for additional two (2)
year periods following the initial License Term. In the event that a party
intends not to extend this Agreement at the end of the initial or an
extension License Term, it shall give the other party notice of such
intention not later than three (3) months prior to the expiration of the
License Term then in effect.
2.3 TERMINATION
This Agreement is closely connected to the Joint Marketing Agreement of the
same date: the conclusion of the Joint Marketing Agreement will immediately
and automatically terminate this Agreement. Either party may terminate this
Agreement by giving one hundred and eighty (180) days advance notice of
termination in writing to the other.
3. TECHNOLOGY LICENSE
3.1 LICENSE GRANT FROM XXXXXXXX RUOTE TO ACCURIDE
Xxxxxxxx Ruote hereby grants to Accuride, and Accuride accepts, a
nonexclusive royalty free license under and to practice the Xxxxxxxx Ruote
Technology, and to make, for it's use, and directly or indirectly sell,
offer to sell or otherwise dispose within the limits of Xxxxxxxx
Ruote Licensed Products, and to practice and exploit the Xxxxxxxx Ruote
Licensed Process(es), during the License Term, within and not beyond the
o.e. market, the Accuride Territory and in the Xxxxxxxx Ruote Licensed
Field.
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3.2 LICENSE GRANT FROM ACCURIDE TO XXXXXXXX RUOTE
Accuride hereby grants to Xxxxxxxx Ruote, and Xxxxxxxx Ruote accepts, a
nonexclusive royalty free license under and to practice the Accuride
Technology, and to make, for it's use, and directly or indirectly
sell, offer to sell or otherwise dispose of Accuride Licensed Products,
and to practice and exploit the Accuride Licensed Process(es), during
the License Term, within and not beyond the o.e. market, the Xxxxxxxx
Ruote Territory and in the Accuride Licensed Field.
3.3 IMPROVEMENTS BY LICENSOR
Licensor agrees to grant, and does hereby grant, Licensee, free of payment
of any additional royalty, for and exclusively during the
duration of this Agreement, a license commensurate in scope with that
provided in clauses 3.1 and 3.2 to practice any and all improvements and
inventions related to the Licensed Product(s) or Licensed Process(es), or
any method or apparatus of making the same, under any patent filed,
obtained, or acquired by the Licensor or under which the Licensor shall
have the right to grant such a license. To this purpose, the Licensor will
give immediate notice to the Licensee of any of such improvements,
inventions, methods or apparatus obtained.
3.4 IMPROVEMENTS BY LICENSEE
The Licensor will have the sole and exclusive property of any and all
improvements and inventions related to the Licensed Product(s) or Licensed
Process(es) or any method or apparatus of making the same, under any patent
filed, obtained or acquired by the Licensee during the duration of this
Agreement, either patentable or no patentable. The Licensor will be
entitled to register and use in any way such improvements, inventions,
methods and apparatus. The Licensee will keep the right to use those
improvements in the same extent and within the same limits provided in
clauses 3.1 and 3.2. To this purpose, the Licensee will give immediate
notice to the Licensor of any of such improvements, inventions, methods
or apparatus obtained.
3.5 NO OTHER RIGHTS
No other rights are granted hereunder, by implication, estoppel, statute or
otherwise, except as expressly provided herein. Specifically, nothing in
the licenses granted hereunder or otherwise contained in this Agreement
shall expressly or by implication, estoppel or otherwise give either party
any right to license the other party's Patents, Know-how, Licensed Products
or Licensed Processes to others.
4. KNOW-HOW
4.1 AGREEMENT TO PROVIDE
Licensor agrees to furnish Licensee for and exclusively the duration of the
present Agreement with all the Know-how, to the full extent available to
Licensor, necessary or anyway useful to enable to manufacture and sell the
Licensed Product(s) or use the Licensed Process(es), and anyway all the
Know-how hold by the Licensor and related to
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his Licensed Patents and Processes and to any of his patents. In
particular, Licensor will furnish Licensee with the technical information
and services listed on Exhibit A for Xxxxxxxx Ruote and Exhibit B for
Accuride.
4.2 LANGUAGE
Licensor shall furnish to Licensee the Know-how described in clause 4.1 in
the English language and in English units. All such Know-how furnished
during the term of this Agreement shall be and remain the sole property
of Licensor and shall not be used by Licensee other than under the terms
and conditions hereof. Upon the termination or cancellation of this
Agreement, all such Know-how, including all copies and translations
thereof, in the possession or control of Licensee, shall be promptly
returned to Licensor, and Licensee shall not thereafter make any use or
disclosure whatsoever of the aforesaid Know-how.
4.3 NO SPECIAL SERVICES
Nothing contained in this Agreement shall be construed to require Licensor
to specifically prepare technical information or data for Licensee, except
by reproduction, nor to engage in any special engineering or technical
studies on behalf of Licensee, nor to provide technical information or data
until that information or data has reached a stage of development which, in
Licensor's sole discretion, renders the technical information or data
suitable for use by Licensee.
4.4 EXCLUSIONS
Anything in this Agreement to the contrary notwithstanding, Licensor shall
not be required to disclose to Licensee any Know-how:
(a) regarding patentable information or data for which no patent
application has been filed in the Territory; or
(b) which Licensor is prevented from disclosing to Licensee by any
governmental rule, practice or regulation.
4.5 REIMBURSEMENT
Licensee will reimburse Licensor for Licensor's actual direct costs in
reproducing and providing copies of drawings, specifications, manuals,
designs, and other data, and for its cost in furnishing any equipment,
fixtures, or tooling.
5. EXPORT
This Agreement is subject to all present and future regulations and
restrictions of the United States Government and Italian Governments, or
other Government having jurisdictional authority over the relevant parties
and the respective departments and agencies thereof. Each party agrees that
neither it nor any of its sub-licensees will ship or divert for use in
any country or countries any of the Licensed Product(s) or Licensed
Process(es) or
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technical data or information with respect thereto in contravention of the
laws and regulations of the United States, Italian or other such Government
and the respective departments and agencies thereof, or cause or permit
such shipping or diversion without appropriate license or approval of the
United States, Italian or other such Government and the respective
departments and agencies thereof.
6. EQUIPMENT
All equipment furnished a party by the other shall remain the property of
the furnishing party and shall be returned to such party following the term
or termination of this Agreement.
7. QUALITY STANDARDS AND CONTROLS
7.1 USE OF KNOW-HOW
Licensee covenants and agrees that, except as Licensor may otherwise
consent in writing, Licensee will not directly or indirectly use the
Know-how furnished to Licensee hereunder in the manufacture, use, or
sale of any products or goods, or any intermediate components or parts of
products or goods manufactured, used, or sold by Licensee, except in
connection with the manufacture, use, or sale within the limits of OEM
market of Licensed Product(s) or Licensed Process(es), in accordance with
terms and conditions of this Agreement.
7.2 MANUFACTURING PRACTICES
Licensee agrees to manufacture the Licensed Product(s) or use the Licensed
Process(es) in accordance with good manufacturing practices and in
compliance with applicable laws, rules and regulations.
7.3 INSPECTION
Licensor or its designee shall have the right (but not the obligation) at
all reasonable times to inspect the operations of Licensee, and to review
the engineering, drafting and manufacturing efforts of Licensee hereunder
with a view to insuring that the Licensed Product(s) or Licensed
Process(es) meet appropriate performance and quality standards.
7.4 REMEDIATION
Should Licensor notify Licensee that aspects or features of the Licensed
Product(s) or Licensed Process(es) fail to comply with the aforementioned
standards and specifications, Licensee shall promptly proceed to correct
such defects in accordance with Licensor's instructions thereto.
7.5 LOCAL CERTIFICATIONS
Licensee shall have the responsibility to ensure, at its expense, that all
Licensed Products or Licensed Process(es), to the extent required, are
approved, inspected, certified or licensed by the appropriate regulatory
agencies, boards, or departments.
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8. OWNERSHIP OF LICENSED TECHNOLOGY AND IMPROVEMENTS
8.1 OWNERSHIP OF LICENSED TECHNOLOGY
As between the parties, Licensor owns and will retain all rights, title,
and interests, including but not limited to Intellectual Property Rights,
in and to the Licensed Technology.
8.2 OWNERSHIP OF MODIFICATIONS AND IMPROVEMENTS
As between the parties, Licensor shall own all rights, title, and
interests, including but not limited to Intellectual Property Rights, in
and to any modifications and improvements to Licensed Technology created or
developed by or for Licensee.
9. INDEMNIFICATION
9.1 INDEMNIFICATION OBLIGATION
Each party shall be responsible of its own activity against any third
party. In particular, each party shall be the sole responsible for any and
all activities related and connected to the use and exploitation of the
other party's Licensed Technology.
Each party (the "INDEMNITOR") shall indemnify, defend and hold harmless the
other and its officers, directors, employees and agents and their
respective successors, legal representatives, heirs and assigns (the
"INDEMNITEES"), against any liability, damage, loss, or expense (including
reasonable attorneys' fees and expenses of litigation) incurred by or
imposed upon the Indemnitees or any one of them in connection with any
third party claims, suits, actions, demands or judgments:
(a) as a result of or in connection with the conduct of the Indemnitor's
business, including actions taken or representations made by in
connection with its performance of this Agreement; or
(b) arising out of the condition, character or quality of any product or
service sold or licensed by the Indemnitor, including those based
on any theory of product liability (including, but not limited to,
actions in the form of tort, warranty, or strict liability) concerning
any Licensed Product(s) or Licensed Process(es) made, used or sold by
the Indemnitor, its Subsidiaries or any sub-licensees pursuant to any
right or license granted under this Agreement.
9.2 EXCEPTIONS
The indemnification obligation under clause 9 shall not apply to any
liability, damage, loss or expense to the extent that it is directly
attributable to the gross negligence or willful misconduct of the
Indemnitees.
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10. CONFIDENTIAL INFORMATION
10.1 CONFIDENTIAL INFORMATION
Each party shall hold in confidence, and shall use solely for purposes of
or as provided in this Agreement, any Confidential Information received by
it from the other or derived from Confidential Information received from
the other, and shall protect the confidentiality of such with the same
degree of care that it exercises with respect to its own information of
like import, but in no event less than reasonable care, for the whole
period of duration of the present Agreement and of the Joint Marketing
Agreement.
10.2 EXCEPTIONS
The obligations of clause 10.1 shall not apply to any portion of the
Confidential Information which:
(a) is required to be disclosed pursuant to a legal, judicial, or
administrative procedure or otherwise required by law;
(b) is now or which hereafter, through no act or failure to act on the
part of the receiving party, becomes generally known in the heavy and
light wheel industry;
(c) is already in the possession of, or known to, the receiving party
prior to its receipt; or
(d) is approved for release or use without restriction by written
authorization of an officer of the disclosing party.
Subject to the requirements of clause 10 hereof, a receiving Party may
disclose appropriate portions of Confidential Information to its employees
who have a need to know the specific information in question, and to
subsidiaries, affiliates, representatives, agents, auditors, lenders, and
regulators having a need or right to know. No Confidential Information
shall be disclosed to any third party by a receiving party without the
prior written consent of the other party.
10.3 RETURNING CONFIDENTIAL INFORMATION
In case of termination of this Agreement and of the Joint Marketing
Agreement, the parties shall immediately cease to use all the Confidential
Information and within thirty (30) days shall return all materials of any
kind containing Confidential Information of the other party to that party.
10.4 INJUNCTION
Confidential Information has been and will continue to be of central
importance to the business of a disclosing party and its disclosure to or
use by others will cause immediate and irreparable injury to the disclosing
party, which may not be adequately compensated by damages and for which
there is no adequate remedy at law. In the event of any actual
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or threatened misappropriation or disclosure of Confidential Information,
the receiving party agrees that the disclosing party will be entitled to an
injunction prohibiting such misappropriation or disclosure, and to specific
enforcement of the receiving party's obligations hereunder. The foregoing
rights to an injunction and specific performance will be cumulative and in
addition to every other remedy now or hereafter available to disclosing
party in law or equity or by statute.
11. LIMITED WARRANTY; DISCLAIMER
Each party represents and warrants that it has the authority to enter into
this Agreement and license the Licensed Technology as contemplated herein.
Except as so provided, the Licensed Technology is licensed "AS IS," WITHOUT
WARRANTY OF ANY KIND.
12. LIMITATION OF LIABILITY
In no event shall either party be liable for any lost revenues or profits
or other special, indirect, consequential, or punitive damages arising out
of this Agreement, even if that party has been advised of the possibility
of such damages, and regardless whether any remedy set forth herein fails
of its essential purpose.
13. DISPUTE RESOLUTION
13.1 DISPUTES
All claims, disputes and other matters in controversy (herein called
"DISPUTE") arising directly or indirectly out of or related to this
Agreement, or the breach thereof, whether contractual or non-contractual,
and whether during the term or after the termination of this Agreement,
shall be resolved exclusively according to the procedures set forth in this
clause 13.
13.2 RESOLUTION
The parties shall attempt to settle any dispute, claim or controversy
arising out of this Agreement through consultation and negotiation in good
faith and in a spirit of mutual co-operation. The primary forum for the
settlement of matters arising hereunder shall be through the Steering
Committee provided for above which shall meet within fifteen (15)
days of notification of a dispute by one of them. If the dispute is not
resolved within five (5) days of such meeting (or sixteen (16)
days should a meeting of the such persons have not occurred for any
reason), either party may refer the matter to the chief executives of each
party. If the Committee fails to produce a solution accepted by the parties
affected by the matter in question then the following procedures shall be
adhered to by the parties:-
(a) the respective chief executives of the affected parties shall attempt
to resolve the dispute by meeting fully briefed on the issues, and
discussing the possible solutions and if possible agreeing on a
solution or procedure for a solution (which may include one of the
further steps set out below). The chief executives shall be obliged to
meet for this purpose within thirty (30) days of notification of
dispute;
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(b) if a meeting of chief executives does not lead to a solution, any one
of such chief executives may require that the dispute shall be
mediated by an international expert of standing and repute in the
field of the subject matter of the dispute, selected from a panel of
mediators proposed by the Centre for Dispute Resolution (CEDR) in the
United Kingdom. The parties agree to co-operate and participate with
the mediation process by making senior executives available and
adhering to the processes proposed by such mediator. Costs of the
mediator shall be borne equally by the parties to the dispute; other
costs shall be borne by the party incurring them. The mediator shall
be selected by agreement, not to be delayed or withheld;
(c) if agreement or solution is not reached within ninety (90) days of
commencement of mediation process or if agreement is not reached on
the selection of a mediator, the matter in dispute shall be referred
for final solution by arbitration in London, England under the
arbitration rules of the International Chamber of Commerce by a single
arbitrator agreed between the parties or failing such agreement within
thirty (30) days, by a panel of three arbitrators, of whom one shall
be appointed by Xxxxxxxx Ruote, one shall be appointed by Accuride,
and the third shall be appointed by the other two, save that if no
agreement is reached by them on the third within thirty (30) days, the
third shall be appointed by the President (or equivalent officer) for
the time being of the International Chamber of Commerce.
13.3 NO PUNITIVE DAMAGES, FEES
Under no circumstances shall the arbitrator(s) have any authority to award
punitive damages. Judgement on the arbitrator's award may then be entered
in any court which has proper jurisdiction. The prevailing party shall be
entitled to reimbursement of attorneys' and other fees incurred in
satisfying its judgement.
13.4 RIGHTS OF PARTIES
The use of any of the above procedures shall not be construed under the
doctrine of laches, waiver or estoppel to affect adversely the right of
either party, and nothing in this section shall prevent either party from
resorting to judicial proceedings if:
(a) good faith efforts to resolve the dispute under these procedures have
been unsuccessful; or
(b) interim relief from a court is necessary to prevent serious and
irreparable injury to one party or to others.
14. GENERAL
14.1 IMPLEMENTATION
(a) The parties shall promptly execute and file any documents that may be
required to comply with the requirements of any applicable law for the
formation and operation of this License Agreement.
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(b) The parties agree to jointly ensure that any third party under their
respective control implements any documents in accordance with the
terms of this Agreement.
14.2 AGREEMENT
The provisions of this Agreement shall be binding upon and shall survive
for the benefit of the parties and their respective successors and assigns,
subject, however, to the provisions regarding assignment set out below.
14.3 SEVERABILITY
In the event that any provision or any portion of any provision contained
in this Agreement is unenforceable, the remaining provisions and, in the
event that a portion of any provision is unenforceable, the remaining
portion of such provision, shall nevertheless be carried into effect.
14.4 NO WAIVER
The failure of either party to enforce at any time or for any period of
time the provisions of this Agreement shall not be construed as a waiver of
such provision or of the right of such party thereafter to enforce each and
every such provision of this Agreement.
14.5 FURTHER ASSURANCES
Each party shall perform all such acts and execute and deliver all such
instruments, documents and writings as may be reasonable required to give
full effect to this Agreement.
14.6 NO WARRANTY
No warranty or representation of any kind is given or made expressly or
implied by any party hereto as to the extent or otherwise of the success as
a commercial venture of this Agreement and the Joint Marketing Agreement
and each party hereby agrees that it shall not seek to hold the other
liable in this respect in the event of any losses sustained by reason of
this Agreement and the Joint Marketing Agreement not proving to be a
success as a commercial venture.
14.7 AMENDMENT
Except as otherwise provided herein, this Agreement can only be modified by
written agreement duly signed by persons authorized to sign agreements on
behalf of Xxxxxxxx Ruote and Accuride.
14.8 ASSIGNMENT
This Agreement shall be binding on the parties hereto, but shall not be
assignable by either party without the consent of the other party, which
consent shall not be
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unreasonably withheld except in the event of a transfer of substantially
the entire business of either party to which this Agreement pertains.
14.9 CHOICE OF LAW
This Agreement is made under and shall be governed by and construed in
accordance with the laws of England and Wales. the United Kingdom.
14.10 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, but all of which constitute but one and the
same instrument.
14.11 ENTIRE AGREEMENT
This Agreement, including the Exhibits hereto, constitutes the entire
agreement between the Parties with respect to the subject matter hereof,
and supersedes and replaces all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter. This Agreement
will be fairly interpreted in accordance with its terms and without any
strict construction in favor or against either Party. Unless otherwise
provided herein, this Agreement may not be modified, amended, rescinded,
or waived, in whole or in part, except by a written instrument signed by
the duly authorized representatives of both Parties.
14.12 FORCE MAJEURE
Neither party will be liable to the other for delays in or partial or
total failure of performance due to causes beyond such party's reasonable
control, including, but not limited to mandatory law, acts of God, acts or
omissions of civil or military authority, any rule, regulation or orders
issued by any governmental authority or by any officer, department, agency
or instrumentality thereof, fires, floods, epidemics, war, embargo, riots
or national company strikes or lockouts and other causes beyond the
control of the affected party.
14.13 HEADINGS
The headings and captions in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement.
14.14 NO RIGHTS IN THIRD PARTIES
This Agreement is made for the benefit of the Parties, and not for the
benefit of any third parties unless otherwise agreed to by the Parties.
14.15 NOTICES
All notices required hereunder must be in writing and delivered either in
person or by a means evidenced by a delivery receipt, to the address first
set forth above or as otherwise notified in writing. Such notice will be
effective upon receipt.
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14.16 RELATIONSHIP OF THE PARTIES
No employees, consultants, contractors, or agents of one Party are agents,
employees, franchisees, of the other Party, nor do they have any authority
to bind the other Party by contract or otherwise to any obligation. No
Party will represent to the contrary, either expressly, implicitly, or
otherwise. No partnership (as that term is understood in law) is or is
intended to be created by this Agreement or as a result of its
implementation.
14.17 TRANSLATION
This Agreement may be translated into the Italian language for the
convenience of the parties, provided, however, that in all events the
English language text of this Agreement, as executed by or on behalf of
each party hereto, shall constitute the governing text.
15. THIRD PARTY COMMITMENTS
The commitments of the parties under this Agreement shall not affect in
any way any existing arrangements which either party has in place with
third parties, including technology licenses, patent licenses, support or
assistance agreements or other agreements concerning the disclosure or
exchange of proprietary information. The parties agree, however, that with
respect to any contracts for Licensed Products which they may be awarded
in the future for which territorial production assistance may be required
within the Territory described in this Agreement, they will first seek
such assistance from each other before approaching any third party wheel
manufacturer. Further, the parties agree that during the term and within
the Territory described in this Agreement, and except to the extent
permitted by this clause 15 they will not enter into a mutual co-operation
agreement similar to this Agreement with any third party without prior
notification to the other party. To ensure that each party will continue
to abide by this commitment and to avoid any confusion or dispute, the
parties shall disclose to each other any existing or future co-operation
agreements with companies engaged in the design, development or
manufacture of Licensed Products to the extent such disclosure is not
restricted or prohibited by prior agreement. Initial disclosure shall
occur within thirty days of the signing of this agreement.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized officers as of the Effective Date.
XXXXXXXX RUOTE SPA
By: /s/ X. XXXXXX MAGNETTO
------------------------------
Its: MANAGING DIRECTOR
ACCURIDE CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Its: PRESIDENT
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EXHIBIT A
XXXXXXXX RUOTE TECHNOLOGY DETAILED SPECIFICATION
A-1 Xxxxxxxx Ruote Licensed Inventions
A-2 Xxxxxxxx Ruote Licensed Patents
A-3 Xxxxxxxx Ruote Licensed Know-how
FEA knowledge
Biaxial Test Knowledge
Welding techniques
Heavy truck design
High volume wheel manufacturing techniques
HSLA and future generation steel design knowledge and manufacturing
techniques for heavy wheels
Stamped disc knowledge as it applies to dual commercial heavy wheels
A-4 Xxxxxxxx Ruote Licensed Products
A-5 Xxxxxxxx Ruote Licensed Processes
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EXHIBIT B
ACCURIDE TECHNOLOGY DETAILED SPECIFICATION
B-1 Accuride Licensed Inventions
B-2 Accuride Licensed Patents
B-3 Accuride Licensed Know-how
FEA knowledge
Disc Spinning technology
Heavy wheel design theory
Accuride proprietary spinner design
Knowledge of gas shielded welding
Wheel manufacturing technology
Xxxxxxxx plan modernization
B-4 Accuride Licensed Products
B-5 Accuride Licensed Processes
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