PARTNERSHIPPING AGREEMENT
This agreement is entered into as of (date to be signed)
BETWEEN
ALLIANT TECHSYSTEMS INCORPORATED
A Corporation of the State of Delaware with offices at
Alliant Techsystems Incorporated
X.X. Xxx 00
Xxxxx, Xxxx 00000-0000
AND
WESTERN ELECTROCHEMICAL COMPANY (WECCO)
A Corporation of the State of Delaware with offices at
Western Electrochemical Company
X.X. Xxx 000
Xxxxx Xxxx, XX 00000
(hereinafter also referred to as "Subcontractor").
WITNESSETH:
WHEREAS, Alliant Techsystems Incorporated, (hereinafter referred to as the
"Customer") has issued a contract for the Delta III Program (hereinafter
referred to as the "Program"); and,
WHEREAS, the respective, unique technical capabilities of the parties complement
one another; and,
WHEREAS, by teaming together and utilizing the combined skills of the parties
will offer the ultimate customer the most advantageous combination of
capabilities to achieve the Program objectives;
NOW, THEREFORE, in consideration of the premises, covenants and conditions
contained herein, the parties agree as follows:
1. PURPOSE OF PARTNERSHIPPING
a. This agreement is to enter into an arrangement to ensure an
ongoing supply of Ammonium Perchlorate (AP) that can be used
in the manufacture of solid rocket motors. This agreement is
intended to complement each other's unique capabilities and
offer the Government/Customer the best combination of
performance, cost and delivery for solid rocket motors.
b. The parties shall work closely together and exchange business
and technical information such that Alliant Techsystems can
perform with optimum effectiveness in the solid rocket motor
business. For this reason, the parties agree to cooperate
fully and exclusively with each other concerning the specific
acquisition.
c. Nothing contained herein is intended to preclude either party
from independently submitting proposals or performing work not
related to this mutual effort. WECCO agrees to provide
certified cost or pricing data to Alliant Techsystems in
conjunction with each procurement to the extent required by
Alliant Techsystems in order to satisfy statutory or
regulatory requirements or to verify that the price is fair
and reasonable. WECCO also agrees to sell AP to Alliant
Techsystems at fair market value.
d. Each party will assist the other, as necessary, and will exert
best efforts in meeting contract objectives.
e. Alliant Techsystems will make every practicable effort to
qualify WECCO AP for use on all new and current programs, to
include: Delta II, Titan IV SRMU, EELV, and Pegasus Programs.
Acceptance will be based on lowest total cost, test results
and customer feedback.
2. WECCO'S RESPONSIBILITIES
a. Support and adopt the Alliant Techsystems' Bacchus Supplier
Partnershipping Policy including continuous improvement
philosophy.
b. Have and maintain a supplier rating of 98% with a goal of
achieving 100%.
c. Flow chart work processes eliminating non-value added
processes and combining work processes in an effort to reduce
total costs within the partnership agreement.
d. Work towards increasing sales per employee, while decreasing
general and administration and overhead costs per year.
e. Identify and share total cost reduction ideas with Alliant
Techsystems.
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f. Comply with the requirements, terms and conditions of the
purchase order. In order to ensure product consistency and
reliability, all process or supplier changes shall be reviewed
and approved by the parties to the partnershipping agreement
before implementation.
g. Develop, maintain, and ensure process controls are in place to
reduce product variation. Provide data to appropriate parties
in accordance with Alliant Techsystems requirements.
h. Maintain a cost accounting system that meets the approval of
DCAA.
i. Establish long term partnershipping agreements with subtiered
suppliers in those cases, if any, in which WECCO and Alliant
Techsystems agree that such agreements would be to their
mutual advantage.
j. Take appropriate steps to become a certified supplier.
k. Develop and maintain appropriate management systems to ensure
cost, quality, schedule and technical requirements are met.
l. Provide favorable long term pricing agreements with
exercisable options.
m. Share data as required or appropriate.
n. Assist with concurrent engineering.
o. Provide sufficient material to perform qualification testing
on all new and current programs.
p. Provide a manufacturing capability that supports Alliant
Techsystem's program needs.
q. Provide technical expertise to ensure an ongoing supply of AP.
r. Maintain a safe and environmentally friendly facility.
3. ALLIANT TECHSYSTEMS INCORPORATED RESPONSIBILITIES
a. Retain overall program responsibility.
b. Provide long term AP forecasts and program schedules as
anticipated from Alliant Techsystem's solid rocket motor
customers.
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c. Eliminate unnecessary follow-on proposal effort by exercising
follow-on options to the extent reasonable and in accordance
with FAR requirements if and to the extent applicable.
d. Provide quarterly production status and future schedule
updates for materials covered under this agreement.
e. Consult with the Subcontractor regarding technical
requirements, schedule requirements and pricing strategies.
f. Work with potential customers to secure follow-on business and
provide annual business plans identifying opportunities for
new business that will mutually benefit both parties.
g. Provide SPC data requirements and analysis services as
appropriate. Update and review requirements to monitor
critical processes sufficient to meet process variation goals.
h. Provide technical support where cost saving opportunities have
been identified, including design changes where appropriate to
enhance quality productivity and profit margins.
i. Provide training necessary to assist WECCO in becoming a
certified supplier.
4. PERFORMANCE
a. Following successful qualification testing and customer
approval, Alliant Techsystems Incorporated will award WECCO, a
subcontract for the specified work identified with mutually
acceptable terms and conditions and the applicable
requirements of the Federal Acquisition Regulation
(particularly Parts 6, 15 and 17) shall be satisfied.
b. The subcontract shall include, among other provisions mutually
acceptable to the parties, those provisions required by law
and regulation and clauses of the prime contract that are
mandatory or necessary for incorporation into subcontracts.
c. In the event a disagreement between the parties to the
partnershipping agreement is not resolved through good faith
negotiations within a reasonable time, but not exceeding
thirty (30) days from the date of award of the prime contract,
either party shall have the right, without prejudice, to enter
into agreements with others for the subcontract work after
discussions and notification of the other party.
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5. PROTECTION OF SENSITIVE DATA
a. Each party agrees not to disclose sensitive financial or
competitive data to unauthorized parties. However, neither
party shall be liable for the inadvertent or accidental
disclosure of such information if a disclosure occurs despite
the exercise of the same precautions as the party normally
takes to safeguard its own contractual data.
b. During the terms of this agreement, it may be necessary for
either party to disclose proprietary information to the other.
With respect to such information, a separate proprietary
agreement shall be created to identify and protect such data.
Such data must be in writing and clearly identified as
proprietary information or marked with a notice stating
restrictions as to its use.
6. SECURITY
To the extent the parties' obligations involve access to information
classified "Top Secret", "Secret", or Confidential", FAR provisions
52.204-2 shall apply.
7. LEGAL EFFECT OF PARTNERSHIPPING AGREEMENT
The parties agree that no legal relationship of any kind exists as a
result of the agreement other than the covenants expressly contained
herein. This is not to be construed as a business partnership under,
nor governed by, the Uniform Partnership Act or the common law of
business partnerships. Neither party shall have authority to create any
obligations for the other except to the extent stated herein. The
parties agree that this agreement may be made known to the Customer.
8. TERM AND TERMINATION OF PARTNERSHIPPING AGREEMENT
a. This agreement shall remain in effect as long as the current
Delta III contract, including options, with XxXxxxxxx Xxxxxxx
remains in effect, unless terminated earlier by one of the
following events:
(i) The Customer terminates or cancels the procurement or
does not award follow-on contracts or exercise
options.
(ii) The Customer awards the prime contract to other than
Alliant Techsystems Incorporated.
(iii) The parties dissolve the agreement by mutual consent.
(iv) One of the parties petitions for bankruptcy or
reorganization under bankruptcy laws, or makes an
assignment for the benefit of creditors.
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(v) The Customer directs Alliant Techsystems to have the
subcontracted work performed by other than the
Subcontractor specified herein.
(vi) The Customer eliminates or substantially reduces the
Subcontractor work contemplated hereby.
(vii) Other valid, compelling reason by either of the
parties to terminate the Agreement, e.g., debarment,
suspension, or criminal investigation of a party;
change in legal status due to merger or sale of one
of the entities; unsatisfactory performance of a
party; etc.
9. PUBLICITY
No publicity or advertising relating to this partnershipping agreement
shall be released by the Subcontractor without Alliant Techsystems'
prior approval.
10. ASSIGNMENT
Neither party shall assign, nor in any manner transfer, its interests
or any part thereof in this agreement to others without written consent
of the other party.
11. ATTACHMENTS
a. The following attachments are applicable to this Agreement
(i) Exhibit A: Listing of Delta III Materials and
Pricing Matrix
(ii) Exhibit B: Listing of Delta II Materials and
Pricing Matrix (applicable only if
WECCO supplied AP qualifies)
(iii) Alliant Techsystems Supplier Partnershipping Policy
12. ENTIRE AGREEMENT
This agreement, including attachments hereto, constitutes the entire
understanding between the parties and supersedes any prior oral or
written agreements with respect to the subject matter hereof. The
agreement shall not be modified unless agreed to in writing by both
parties. Under no circumstances will this agreement violate any
antitrust statutes or override any requirements, terms and conditions
of the purchase order that this partnershipping agreement supplements.
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13. APPLICABLE LAW
The validity and performance of this agreement shall be governed by the
law of the federal government contracts, if applicable; otherwise by
the laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have executed this partnershipping
agreement effective as of the date indicated on the first page.
WESTERN ELECTROCHEMICAL CO. (WECCO) ALLIANT TECHSYSTEMS INCORPORATED
(Subcontractor) (Customer)
By:/S/ XXXXX X. XXXXXXX By: /S/ XXXXXX X. XXXXXX
-------------------- ------------------------------------
(Signature) (Signature)
XXXXX X. XXXXXXX X.X. XXXXXX
-------------------- ------------------------------------
(Type Name) (Type Name)
PRESIDENT MANAGER/MATERIAL CENTER OF EXCELLENCE
-------------------- -------------------------------------
(Title) (Title)
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AMERICAN PACIFIC CORPORATION
November 24, 1997
Xxxx Xxxx
Director of Material Acquisition
Alliant Techsystems Inc.
Xxxxxxx Xxxxx
Xxxxx, XX 00000-0000
Dear Xx. Xxxx:
We have appreciated very much the supportive discussions that we have had
concerning the impacts of the pending Asset Purchase Agreement between AMPAC and
Xxxx-XxXxx. We certainly understand Alliant's desire, and need, for appropriate
assurances as to pricing methodology that will be used by AMPAC in the future.
To that end, please be assured that you can rely on the following undertakings
by AMPAC:
1. The Strategic Partnering Agreement between AMPAC's WECCO Division and
Alliant that is based on discussions that began in Fall of 1992, and
that was concluded in the Summer of 1993, remains, and will remain, a
long-term commitment of AMPAC. It is our intent and expectation that
both parties will be faithful to those commitments.
2. In periods beyond the term of the Strategic Partnering Agreement, or
within its terms when pricing has not by this date been definitively
established, you may rest assured that AMPAC will establish the
ammonium perchlorate price on the following basis:
* [THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY]
* The price of ammonium perchlorate will be established and
maintained at a fair and reasonable level.
* AMPAC will not seek profits from its ammonium perchlorate
operations that are beyond a reasonable level.
* AMPAC's ammonium perchlorate pricing will comply both
procedurally and substantively with applicable provisions of
FARS and the DOD and NASA FAR
Supplements. Such compliance will include the subject matters
of cost, profit and compensation as governed by the foregoing
Regulations and related Guidelines.
* AMPAC will offer the same prices to its different ammonium
perchlorate customers, subject only to reasonable variations
based on quality, volume and ascertainable cost
considerations.
* AMPAC will engage in continuous cost reduction and control
efforts, and will share appropriate information with Alliant
concerning suggestions from Alliant in the spirit of the
Strategic Partnering Agreement.
* Alliant will be provided with appropriate information
concerning AMPAC's ammonium perchlorate costs.
We look forward to continuing improvements in our relationship with Alliant, and
reiterate our commitment to the conduct of that relationship in full harmony
with both the letter and the spirit of that Agreement.
Sincerely yours,
/S/ XXXX X. XXXXXX
------------------
Xxxx X. Xxxxxx
President & CEO
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EXHIBIT B
ALL ALLIANT PROGRAMS
AMMONIUM PERCHLORATE
[THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
FILED SEPARATELY]
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