Exhibit 10.5
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MANUFACTURING LICENSE AGREEMENT
Between
LIMCO AIREPAIR, INC.
And
TAT TECHNOLOGIES, LTD.
This Manufacturing License Agreement is entered into between LIMCO AIREPAIR,
INC. ("LIMCO"), a corporation organized and existing under the laws of the State
of Oklahoma, U.S.A., with offices at Tulsa, Oklahoma, and, TAT TECHNOLOGIES,
LTD., a company organized and existing under the laws of the State of Israel,
with its principal offices at Bnei Ayish Industrial Zone, X.X. Xxx 00, Xxxxxx
00000, Xxxxxx, and is effective upon the date of signature of the last party to
sign the Agreement or upon approval by the U.S. Government, whichever is later.
WHEREAS, LIMCO is a subsidiary of TAT; and
WHEREAS, TAT is an approved supplier of aircraft heat transfer systems for the
United States Armed Services; and
WHEREAS, LIMCO desires to subcontract to TAT the manufacture of certain aircraft
heat transfer system cores and components to be used in heat transfer systems
manufactured or repaired by LIMCO to be supplied to the United States
Government, original equipment manufacturers, airlines, maintenance stations or
repair stations.
NOW THEREFORE, the parties desire to enter into this Manufacturing License
Agreement as follows:
ARTICLE 1. PURPOSE OF THE AGREEMENT
(1) This Agreement is intended to provide for the sharing and exchange of
technical information related to the design, manufacture, repair, and overhaul
of aircraft heat transfer systems and their cores and components, including heat
exchangers and cooling systems for aircraft and the manufacture of such aircraft
heat transfer system core and components by TAT for LIMCO.
(2) LIMCO hereby grants to TAT the right and license to use the designs,
exemplars, and other technical information provided by LIMCO pursuant to this
agreement to make for and sell to LIMCO:
o Air/Air Heat Exchangers,
o Air/Oil, Liquid/Liquid Coolers,
o Reheaters,
o Condensers,
o Precoolers,
o Cold Plates,
o Air Conditioning Systems,
o Components for use in the above product
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for the aircraft thermal transfer systems described in more particular detail in
Exhibit A.
(3) It is understood that this Agreement is entered into as required under U.S.
Government Regulations and as such, it is an independent agreement between the
parties, the terms of which will prevail, notwithstanding any conflict or
inconsistency that may be contained in other arrangements between the parties on
the subject matter.
(4) The parties agree to comply with all applicable sections of the
International Traffic in Arms Regulations (ITAR) of the U.S. Department of State
and that more particularly in accordance with such regulations the following
conditions apply to this Agreement:
ARTICLE 2. ITAR 124.7: SCOPE OF DEFENSE SERVICES AND TECHNICAL DATA AND HARDWARE
TO BE MANUFACTURED
(1) LIMCO shall supply to TAT technical data for thermal transfer systems
identified in Exhibit A currently made by LIMCO and identified for systems that
LIMCO desires to develop in response to requests for quotations and proposals.
The technical data that LIMCO shall supply may include core assembly drawings,
core detail drawings, manifold drawings, heat exchanger assembly drawings,
fixtures and tooling drawings, test procedures, acceptance test procedures,
design criteria, performance requirements, maintenance manuals, award criteria,
and other specifications and requirements for, inter alia, materials,
dimensions, heat transfer requirements, fluids, temperature, pressures,
interface dimensions, technical orders and other technical requirements. TAT may
request or provide assistance in clarifying, modifying, revising or designing
any of the above. TAT shall manufacture cores and/or components for such systems
as requested by LIMCO, more particularly described in Exhibit A.
(2) LIMCO will disclose technical data and perform defense services necessary to
permit TAT to design and make the heat transfer and cooling systems described in
Exhibit A. Exhibit A to this Agreement provide the detailed scope of work and
the types of technical data and defense services/assistance to be provided.
(3) This agreement will expire on August 31, 2016.
(4) The country to which LIMCO may transfer technical assistance, technical data
and/or defense articles pursuant to this Agreement is the State of Israel. The
country in which TAT may manufacture defense articles pursuant to this Agreement
is ISRAEL. The country to which TAT may sell or otherwise transfer defense
articles manufactured pursuant to this Agreement is THE UNITED STATES. Unless
otherwise set forth in this Agreement, technical assistance, technical data
and/or defense articles furnished by LIMCO under this Agreement, or direct
product thereof, may not be transferred to persons who are not nationals of
Israel or the United States or to subcontractors that are not located in, and
incorporated under the laws of Israel or the United States.
Defense Articles, Defense Services, and Technical Data to be exported to TAT
under this Agreement will be provided in the U.S. and ISRAEL.
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ARTICLE 3. ITAR 124.8
(1) "This Agreement shall not enter into force, and shall not be amended or
extended without the prior written approval of the Department of State of the
U.S. Government."
(2) "This Agreement is subject to all United States laws and regulations
relating to exports and to all administrative acts of the U.S. Government
pursuant to such laws and regulations."
(3) "The parties to this Agreement agree that the obligations contained in this
Agreement shall not affect the performance of any obligations created by prior
contracts or subcontracts which the parties may have individually or
collectively with the U.S. Government."
(4) "No liability will be incurred by or attributed to the U.S. Government in
connection with any possible infringement or privately owned patent or
proprietary rights, either domestic or foreign, by reason of the U.S.
Government's approval of this Agreement."
(5) "The technical data or defense service exported from the United States in
furtherance of this Agreement and any defense article which may be produced or
manufactured from such technical data or defense service may not be transferred
to a person in a third country or to a national of a third country except as
specifically authorized in this Agreement unless the prior written approval of
the Department of State has been obtained."
(6) "All provisions in this Agreement which refer to the United States
Government and the Department of State will remain binding on the parties after
the termination of this Agreement."
ARTICLE 4. ITAR 124.9(a) REQUIRED U.S. GOVERNMENT CLAUSES
(1) "No export, sale, transfer, or other disposition of the licensed article is
authorized to any country outside the territory wherein manufacture or sale is
herein licensed without the prior written approval of the U.S. Government unless
otherwise exempted by the U.S. Government. Sales or other transfers of the
licensed product shall be limited to governments of the countries wherein
manufacture or sale is hereby licensed and to private entities seeking to
procure the licensed article pursuant to a contract with any such government
unless the prior written approval of the U.S. Government is obtained."
(2) "It is agreed that sales by licensee or its sub-licensees under contract
made through the U.S. Government will not include either charges for patent
rights in which the U.S. Government holds a royalty-free license, or charges for
data which the U.S. Government has a right to use and disclose to others, which
are in the public domain, or which the U.S. Government has acquired or is
entitled to acquire without restrictions under their use and disclosure to
others."
(3) "If the U.S. Government is obligated or becomes obligated to pay to the
licensor royalties, fees, or other charges for the use of technical data or
patents which are involved in the manufacture, use, or sale of any licensed
article, any royalties, fees or other charges in connection with purchases of
such licensed article from licensee or its sub-licensees with funds derived
through the U.S. Government may not exceed the total amount the U.S. Government
would have been obligated to pay the licensor directly."
(4) "If the U.S. Government has made financial or other contributions to the
design and development of any licensed article, any charges for technical
assistance or know-how relating to the item in connection with purchases of such
articles from licensee or sub-
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licensees with funds derived through the U.S. Government must be proportionately
reduced to reflect the U.S. Government contributions, and subject to the
provisions of paragraphs 4. IV. (2) and (3) of this Agreement, no other
royalties, or fees or other charges may be assessed against U.S. Government
funded purchases of such articles. However, charges may be made for reasonable
reproduction, handling, mailing, or similar administrative costs incident to the
furnishing of such data."
(5) "The parties to this Agreement agree that an annual report of sales or other
transfers pursuant to this Agreement of the licensed articles, by quantity,
type, U.S. dollar value, and purchaser or recipient, shall be provided by
licensor to the Department of State."
"As the basis for such report, LICENSEE shall report such information to
LICENSOR. The first report shall be for the period beginning on the effective
date of this Agreement and ending on 31 December of the year in which this
Agreement goes into effect. The last report shall be for the period beginning 01
January of the year this Agreement terminates and ending on the termination date
of this Agreement. If no sales or other transfers occur during any reporting
period, that fact will be reported."
(6) "LICENSEE agrees to incorporate the following statement as an integral
provision of a contract, invoice, or other appropriate document whenever the
licensed articles are sold or otherwise transferred:"
"These commodities are authorized for export by the U.S. Government only to
Israel. They may not be resold, diverted, transferred, transshipped, or
otherwise be disposed of in any other country, either in their original form or
after being incorporated through an intermediate process into other end-items,
without the prior written approval of the U.S. Department of State."
ARTICLE 5: ITAR 124.10 SIGNIFICANT MILITARY EQUIPMENT OR CLASSIFIED MATERIAL
A completed Non-transfer and Use Certificate (DSP-83) must be executed by the
Parties and submitted to the Department of State of the United States before any
transfer may take place.
ARTICLE 6. TRANSFER OF LICENSED ARTICLE OUTSIDE APPROVED SALES TERRITORY
"The prior written approval of the U.S. Government must be obtained before
entering into a commitment for the transfer of the licensed article by sale of
otherwise to any person or government outside of Israel or the United States."
ARTICLE 7. MAINTENANCE OF RECORDS
TAT shall maintain records of the quantities and disposition of defense articles
manufactured by it under this Agreement. In order to verify accuracy, licensor
or its duly authorized representative may inspect and make copies of such
records. Such inspections shall be at
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mutually agreeable times and places. The parties shall bear their own costs
associated with such inspections.
ARTICLE 8. ITAR 123.16(b(l): DEFENSE ARTICLES SHIPPED IN FURTHERANCE OF
AGREEMENT
Defense articles to be exported in accordance with 22 CFR 123.16(b)(l) are
identified in the "Addendum to Ship Defense Articles Using Exemption Contained
in 22 CFR 123.16(b)(l)" set forth in Exhibit attached hereto.
ARTICLE 9. NOTICES
Any notice required to be given pursuant to this Agreement shall be given in
writing by prepaid registered air mail (with proof of posting), or facsimile as
shown below.
If to LIMCO, addressed to: LIMCO Airepair, Inc.
0000 Xxxxxx Xxx.
XXXXX, XXXXXXXX Xxxxxx Xxxxxx
of America
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: XXX XXXXX,
EXECUTIVE VICE PRESIDENT
If to TAT addressed to: TAT TECHNOLOGIES, INC.
Bnei Ayish Industrial Zone
XX Xxx 00
Xxxxxx 00000, Xxxxxx
Telephone: 000-0-0000000
Facsimile: 000-0-0000000
Attention: DOV ZEELIM
PRESIDENT/CEO
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date provided.
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TAT TECHNOLOGIES, INC. LIMCO AIREPAIR, INC.
-s- Dov Zeelim -s- Xxxxx Xxxxxxxx
------------------------------------------- ----------------------------------
(Signature) (Signature)
Dov Zeelim Xxxxx Xxxxxxxx
------------------------------------------- ----------------------------------
(Printed Name) (Printed Name)
President CEO
------------------------------------------- ----------------------------------
(Title) (Title)
1.30.07 1-22-2007
------------------------------------------- ----------------------------------
(Date) (Date)
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EXHIBIT A
MANUFACTURING LICENSE AGREEMENT
Between
LIMCO AIREPAIR, INC.
And
TAT TECHNOLOGIES, LTD.
LIST OF ITEMS TO BE MANUFACTURED BY TAT
AIRCRAFT/COMPONENT PART NUMBER NSN CORE P/N TAT SUPPLIES COMMENTS
----------------------------------------------------------------------------------------------------------------
F-15 Air-Oil Cooler 159490-3-1, -3-2 N/A New Complete TAT design - Current contract
2930-01-004-3866 units with US military
2930-01-163-8153
KC-135 Precooler 184380-3-2 87SCD307-7 New Cores Limco design provided to TAT
1660-01-140-1976
A-6 Heat Exchanger 185450-1-1 10606100 New Cores Limco design provided to TAT
1660-00-157-3967 10606200
X-000 Xxxx 000000-0-0, -0-0 00X0000-0 Xxx Xxxxx Xxxxx design provided to TAT
Exchanger 1660-00-385-2834
F-15 Secondary Heat 189340-4-3 10881100 New Cores Limco design provided to TAT
Exchanger 1660-00-544-4334
F-18 Primary Heat 194220-2-1, -2-2 91P0450-1 New Cores Limco design provided to TAT
Exchanger 1660-01-115-5528
1660-01-330-3616
F-18 Secondary Heat 194222-2-1,-2-2 94P0571-4 New Cores Limco design provided to TAT
Exchanger 1660-01-145-2669
1660-01-492-6134
F-18 Sec Heat Exchanger 2340472-3-1 8291-2 New Cores TAT Design
(hybrid) 1660-01-350-1156
UH-60 Main Gear Box 00000-00000-000 10888100 New Cores Limco design provided to TAT
Radiator 1615-01-158-9514
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E-3B Heat 753332-1 10911100 New Cores Limco design provided to TAT
Exchanger 1660-01-005-5885
F-16 Regenerative Heat 764962-2 N/A New Misc TAT Design - MLA with Xxxxxxxx
Exchanger 1660-01-050-5847 components Sundstrand
F-16 Heat Exchanger 764967-5, -7 95P0619-1 New Cores TAT Design - MLA with Xxxxxxxx
1660-01-046-0943 Sundstrand
1660-01-331-0068
F-15 Primary Heat 8140-1 N/A Repaired TAT design - Current contract
Exchanger 1660-01-341-7295 complete with US military. Assemblies
assemblies sent to TAT on temporary export
license for replacement of core
assembly
V-22 Sub-assembly 10738500 N/A New cage assy Limco design provided to TAT
ODTC Case No. MA 2275-06
EXHIBIT B
TO
MANUFACTURING LICENSE AGREEMENT
BETWEEN
LIMCO AIREPAIR, INC.
AND
TAT TECHNOLOGIES, INC.
SOFTWARE AND SOURCE CODE:
This proposed Agreement includes release of Software, Software Documentation
(including source code) and Software Support as defined in the Department of
Defense Guidelines for International Transfers of Software Documentation. The
specific Software to be released are modifications, upgrades and fixes to source
code and object code originally provided by TAT.
To address the Department of Defense Guidelines for International Transfers of
Software Documentation, LIMCO provides the following information:
a. TAT is the parent company of LIMCO and holds the original right and
license to use the software.
b. LIMCO is the sublicensee of the software.
c. The recipient agrees to use the provided software documentation only for
operation and support of the associated end-item.
d. The recipient acknowledges that the system performance or warranties (when
applicable) may be invalidated if changes are made to the software.
e. The transfer of the Software, Software Documentation and Software support
that is included in this MLA will not compromise critical Department of
Defense military capabilities, vulnerabilities, or intelligence data. This
Software, Software Documentation and Software Support are for use only
with aircraft thermal transfer units.
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