Exhibit 10.17
AET
ADVANCED ENGINE TECHNOLOGIES
AGREEMENT FOR PERFORMANCE OF
TECHNOLOGY DEVELOPMENT SERVICES
BY INDEPENDENT CONTRACTOR
This Agreement for Performance of Technology Development Services by Independent
Contractor (hereinafter "Agreement") is entered into this 10th day of June, 2004
by, among and between Advanced Engine Technologies, Inc., a Colorado
corporation, with corporate offices located at 00000 X. Xxxxxxx Xxxx., Xxxxx
0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("AET"), on the one hand, and Danotek Motion
Technologies, LLC, a ______________________ limited liability company, with
corporate offices located at 0000 Xxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxx 00000
(hereinafter "Contractor");
WHEREAS, AET is the owner of and has exclusive rights to all
manufacturing and intellectual property rights in, to and surrounding a
revolutionary combustion engine know as the OX2 Engine ("OX2 Engine"), including
but not limited to the following patents:
1. Patent entitled "Advanced Engine Technology Pty Ltd. - Axial Piston
Rotary Engine" issued in 1995:
2. Patent entitled "Advanced Engine Technology Pty Ltd. - Improvements in
Axial Piston Rotary Engine" issued in 1997: and
3. All past, present and future improvements, modifications or changes to
the OX2 Engine and/or the Patents.
The above referenced patents/intellectual property are hereinafter collectively
referred to as the "OX2 Intellectual Property": and
WHEREAS, Contractor has made a written proposal to AET to develop a
30kw permanent - magnet generator design adapted specifically to and for
incorporation into the OX2 Engine, and to deliver a turnkey generator
development, and in connection therewith, Contractor has submitted a written
proposal to AET entitled "Proposal for the Development of 30kw Integrated
Generator for OX2 Engine for Advanced Engine Technologies, Inc. - 00000 X.
Xxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000, revised April 12,
2004" (hereinafter "Danotek Proposal"), a copy of which is attached hereto and
incorporated herein by this reference as Exhibit A; and
WHEREAS, subject to the terms and conditions of this Agreement, and
with the modifications noted on the copy of the Danotek Proposal attached hereto
as Exhibit A, the parties are desirous of entering into the subject Agreement so
as to allow Contractor to proceed with the Danotek Proposal with it being
understood in this regard by the parties that AET shall own all developments,
designs and other intellectual property rights created as a result of
Contractor's performance under the Danotek Proposal, subject to Contractor
retaining ownership of any intellectual property rights it owned or developed
prior to the date of the Danotek Proposal (i.e. April 12, 2004);
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Term of Contract. This Agreement will become effective on the date
hereby written and will continue in effect until the Danotek Proposal
is successfully completed by Contractor, and accepted by AET.
2. Services and Products. The services to be rendered and products to be
delivered by Contractor under this Agreement are as set forth and
described in the attached Danotek Proposal ("Services and Products").
3. Payment. The amount to be paid by AET to Contractor for the Services
and Products to be rendered and delivered to AET under the Danotek
Proposal is the total sum of three hundred twenty-five thousand
dollars (U.S. $325,000.00). Payments shall be made by AET to
Contractor in accordance with the progress payment schedule set forth
in the Damotek Proposal under the heading "Budget and Costs". The sum
of ninety-seven thousand five hundred dollars (U.S. $97,500.00) shall
be paid by AET to Contractor upon execution of this Agreement, and
acceptance by AET of Contractor's purchase order.
4. Intellectual Property. Contractor acknowledges that AET is the owner
of and has exclusive rights to the OX2 Intellectual Property,
including but not limited to the OX2 Engine, and, further, that AET
shall own and have exclusive rights to all developments, designs,
products and other intellectual property rights created as a result of
Contractor's performance under the Danotek Proposal. Contractor shall
retain ownership of any intellectual property rights it owned or
developed prior to the date of the Danotek Proposal (i.e. April 12,
2004).
5. Reporting/Accountability. Contractor agrees that it, its employees,
representatives, agents and assigns shall report, and be accountable
to AET for all services and products to be provided hereunder.
6. Workers' Compensation/Indemnification. Contractor agrees to provide
Workers' Compensation insurance for Contractor's own employees, agents
and representatives, if any, and agrees to hold harmless and indemnify
AET from any and all claims arising out of any injury, disability or
death of any of Contractor's said employees, agents or
representatives.
7. Indemnification. Contractor agrees to indemnify and hold AET, its
Officers, Directors, attorneys, agents, shareholders and employees
harmless in connection with any claim or action which arises in, from
or out of Contractor's performance or non-performance of this
Agreement.
8. Notices. Any notices to be given by either party to the other shall be
in writing and shall be transmitted by facsimile and by registered,
certified mail or sent via express mail, postage prepaid to the
parties as follows. Unless changed by written notice, mailed or faxed
to either party, and such notice shall be deemed received by the other
party one day after the date of transmission by facsimile:
To AET:
Advanced Engine Technologies, Inc.
Attn: M. Xxxx Xxxxxxxx, Esq.
00000 X. Xxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
(000) 000-0000 Phone
(000) 000-0000 Fax
To Contractor:
Danotek Motion Technologies, Inc.
Attn: Xxxxxx Xxxxx, Engineering/President
0000 Xxxxxxx Xxxx
Xxx Xxxxx, XX 00000
(000) 000-0000 Phone
(000) 000-0000 Fax
9. No Partnership, Joint Venture, Agency or Employment Relationship.
Nothing contained in this Agreement places the parties in a
relationship of partners or joint venture members. Contractor is
neither an agent nor an employee of AET. AET has no proprietary
interest in Contractor and has no interest in the business of
Contractor, except to the extent set forth in this Agreement.
10. No Assignment by Contractor. This Agreement and all rights and duties
hereunder are personal to Contractor, and such rights must not be
sublicensed, assigned or transferred, mortgaged or otherwise
encumbered by Contractor or by operation of law without the prior
written consent of AET. AET may, at its selection, assign this
Agreement or any of the rights hereunder.
11. Governing Law. This Agreement is entered into, and must be enforced,
interpreted and construed in accordance with the laws of the State of
California, United States of America.
12. Venues and Jurisdiction. Contractor consents to, designates and
submits to the venue and jurisdiction of any state or federal court
located in the State of California, Los Angeles County. Contractor
must not raise objections on the basis of personal jurisdiction or
venue and Contractor waives all rights to have any action based on the
terms and conditions contained in this Agreement brought or maintained
elsewhere.
13. Modification. This Agreement may be modified or amended only by the
written mutual agreement of the parties. The waiver of any provision,
obligation or default of Contractor by AET under this Agreement does
not constitute a waiver by Contractor as to the remaining provisions
of this Agreement.
14. Entire Agreement. This is the entire Agreement of the parties, and
supersedes any and all prior writing, or verbal or written
communications of any kind.
NOW, THEREFORE, by their signatures below, the parties reach this
Agreement as of the date first above written.
ADVANCED ENGINE TECHNOLOGIES, INC.
Dated: August 13, 2004
/s/ Xxxx Xxxx
---------------------------------
By: Xxxx Xxxx
---------------------------------
Its: Chief Operating Officer
---------------------------------
DANOTEK MOTION TECHNOLOGIES, LLC
Dated: August 13, 2004
/s/ Xxxxxx Xxxxx
---------------------------------
By: Xxxxxx Xxxxx
---------------------------------
Its: President
