EXHIBIT 10.20
Co-operation Agreement
This Agreement is between the two (2) parties
SIGMA Elektroteknisk A.S,
X.X. Xxx 00,
0000 XXXXX,
Xxxxxx,
hereinafter called "SIGMA",
AND
Kockums XX
Xxxxx Xxxxxxxxxx
000 000 XXXXX,
Xxxxxx,
hereinafter called "KOCKUMS",
WHEREAS
KOCKUMS has consulting and engineering competence and capacity in the field of
Stirling Engines, hereinafter called "Field of Expertise",
WHEREAS
SIGMA has experience in engineering in the field of Stirling Engines and are
preparing for the manufacturing of such engines,
WHEREAS
KOCKUMS is willing to offer consulting and engineering services to SIGMA. SIGMA
is willing to offer contracting work for KOCKUMS. Both KOCKUMS and SIGMA is
willing to explore future joint business opportunities, especially in the
Scandinavian market.
IT IS AGREED AS FOLLOWS REGARDING SERVICES:
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1.1 Consulting Services
KOCKUMS shall subject to agreements made on a case-by-case basis, work out
recommendations on defined technical or engineering problems and questions
within the Field of Expertise and prepare written reports documenting and giving
the grounds for the recommendations.
1.2 Engineering Services
KOCKUMS shall upon request, subject to agreements made on a case-by-case basis,
perform reviews and render expert opinion on technical material (concepts;
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calculations; drawings; fabricated parts, components, and assemblies; procedures
and equipment for testing of components or complete Stirling engines; etc.),
project descriptions, and reports and other written or graphical information
related to the business activities of SIGMA within KOCKUMS's Field of Expertise.
KOCKUMS shall further participate in specialist teams formed temporarily by
SIGMA for the swift resolution of particular engineering problems.
1.3 Contracting work (Consulting, services and supply of parts.)
SIGMA shall upon request, subject to agreements made on a case-by-case basis,
offer to KOCKUMS contracted work related to the expertise held by SIGMA. Such
work shall be dependent on competitive terms, capability and capacity for
delivery from SIGMA.
1.4 Exploration of joint business opportunities in the Scandinavian market.
KOCKUMS and SIGMA shall jointly explore upcoming business opportunities through
regular meetings where this is put upon the agenda. Such meeting shall take
place on demands by both parties. These meetings shall also seek to identify any
extension of the business relationship hereby established. The meetings are held
at the offices of both companies.
IT IS AGREED AS FOLLOWS REGARDING RESPONSIBILITIES:
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2.1 Responsibilities of KOCKUMS
a) KOCKUMS shall identify and propose the type and scope of service applicable
for each request submitted by SIGMA. The service type and scope shall be
described in a service order acknowledgement. The service order
acknowledgement shall if possible specify the number of hours or the fixed
maximum cost for each service.
b) KOCKUMS shall inform SIGMA about any restrictions on the use of advice,
consultant information or other material provided to SIGMA under the terms
of this Agreement. KOCKUMS shall comply with any explicit restriction on
the use and distribution of duly marked or graded material supplied by
SIGMA.
c) KOCKUMS shall perform tasks and activities as listed and described in this
Agreement and the Attachments thereto, making use of KOCKUMS's personal
computing means. Unless specifically agreed otherwise, reports shall be
delivered by e-mail.
d) KOCKUMS may use or distribute whatever unrestricted information or material
that SIGMA might supply under the terms of this Agreement in any way that
KOCKUMS believes appropriate. KOCKUMS shall, however, ascertain that no
obligations are incurred on SIGMA in connection with such dissemination
activities.
2.2 Responsibilities of SIGMA
a) SIGMA shall identify and propose the type and scope of service applicable
for each request submitted to KOCKUMS. The service type and scope shall be
described in a service purchase order.
b) SIGMA shall inform KOCKUMS about any restrictions in the use of advice,
consultant information or other material provided under the terms of this
Agreement.
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c) SIGMA shall inform KOCKUMS about any restrictions on the use of advice,
consultant information or other material provided to KOCKUMS under the
terms of this Agreement. SIGMA shall comply with any explicit restriction
on the use and distribution of duly marked or graded material supplied by
KOCKUMS.
d) SIGMA may use or distribute whatever unrestricted information or material
that KOCKUMS might supply under the terms of this Agreement in any way that
SIGMA believes appropriate. SIGMA shall, however, ascertain that no
obligations are incurred on KOCKUMS in connection with such dissemination
activities.
IT IS AGREED AS FOLLOWS REGARDING WORKING LOAD, PRICES, RATES AND, SETTLING OF
ACCOUNTS:
3.1 Working Load of KOCKUMS
SIGMA shall have access to KOCKUMS time according to agreement made on a case by
case. In the first stage of this co-operation KOCKUMS will have limited, but not
negligible resources and personnel available.
3.2 Working Load of SIGMA (contracting)
KOCKUMS shall have access to SIGMA's time for contracting work (defined in 1.3),
according to agreement made on a case by case. In the first stage of this
co-operation SIGMA will have limited, but not negligible resources and personnel
available.
3.3 Prices & Rates for both parties
The following prices and rates shall apply for both parties:
a) Consulting, and engineering services- SEK 900,- per hour
b) Contracting work According to quotation.
c) Travel time: SEK 300,- per hour
d) Allowance (during travels): According to Swedish/Norwegian government
regulations
e) Hotel accommodation, According to agreement/xxxx
All amounts are exclusive of any applicable government taxes at the time of
invoicing, and are subject to change with a 3-month written notice in advance of
taking effect. Price elements of ongoing service orders are not subject to
change unless written notice is given 3 months in advance of taking effect.
3.4 Invoicing
The parties (KOCKUMS and SIGMA) shall invoice once a month.
3.4 Payment, Credit Times, and Currency
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Both parties (KOCKUMS and SIGMA) shall pay the other party (SIGMA or KOCKUMS)
the full amounts due as per invoice within thirty (30) days after receipt of
invoice at the party's offices, Payments shall be in SEK or NOK.
IT IS AGREED AS FOLLOWS REGARDING DURATION AND TERMINATION:
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4. 1 Effective Date
This Agreement shall be effective upon signature by both parties.
4.2 Duration
This Agreement shall remain in force for a period of three (3) years, and
terminate thereafter, unless it is agreed in writing to renew the Agreement. Any
such concord to renew the Agreement shall be reached no later than sixty (60)
days before the termination date.
4.3 Termination
Any one of the parties may terminate this Agreement on any semi-anniversary of
its Effective Date by written notice given at least ninety (90) days before such
an anniversary.
IT IS AGREED AS FOLLOWS REGARDING GENERAL TERMS:
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5.1 Confidentiality
A party may not disclose the terms and conditions of this Agreement to a third
party without the prior written approval of the other party. However, the
parties may disclose the entire Agreement on a need-to-know basis, to their
accountants, lawyers or financial institutions. As concerns the general
obligations and responsibilities of consultant regarding confidentiality, these
are governed by the rules set out in Attachment I to this Agreement.
5.2 Assignment and Delegation
None of the parties may sell, transfer, assign, delegate, or subcontract any
right or obligation under the terms of this Agreement, without the prior written
consent of the other party,
5.3 Litigation and Applicable Law
All disputes from the interpretation or the execution of this Agreement and its
Attachments that may arise between the parties shall in the first place be
amicably settled by and between the parties. If the parties fail to amicably
settle such disputes, they shall be finally settled by arbitration in Copenhagen
under the rules of Conciliation and Arbitration of the International Chamber of
Commerce. English law shall apply.
5.4 Force Majeure
A party shall not be held liable for any loss or damage which may be suffered by
the other party, as a consequence of a party being delayed, prevented, or
hindered in the performance of the party's obligations under the terms of this
Agreement, due to circumstances beyond the control of the party.
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5.5 Previous Agreements or Understandings
This Agreement shall overrule all prior agreements or understandings between the
parties concerning the matter of consulting services, and shall constitute the
complete and exclusive agreement between the parties. Amendments to the
Agreement shall be effective only if made in writing and signed on behalf of
both parties by persons duly authorized to sign.
5.6 Formal Requirements Concerning Initiation of Work
Non of the parties shall initiate any work before there is agreement between the
parties concerning all aspects of an envisaged task. In general, this means that
any work shall be initiated before the other party has confirmed an order with
an order confirmation letter.
5.7 Signatures
Two (2) copies of this Agreement are signed and issued, one for each party.
Signed for and on behalf of SIGMA Signed for and on behalf of KOCKUMS
Name: Svein Hestevik Name: Xxxxxxxx Xxxxx
Title., CEO Title: Project Manager Stirling
Date: 2000-11-14 Date: 2000-11-14
Signature: s/ Svein Hestevik Signature: s/ Xxxxxxxx Xxxxx
Attachment 1
RULES FOR THE EXCHANGE OF PROPRIETARY INFORMATION
The parties
SIGMA Elektroteknisk A.S
AND
Kockums AB
desire to provide a mechanism and capability for the exchange of Proprietary
Information (hereinafter referred to as "Information") concerning performance of
consulting and engineering services in the Fields of Expertise, AND THEREFORE
the parties do agree on the following rules concerning the disclosure of
information to third parties:
1 Definitions
a) "Disclosing Party" in relation to Information means such of the parties as
shall be the giver of Information to the Receiving Party, e.g., an employee
of the Receiving Party-
b) "Receiving Party" in relation to Information mean-, such of the parties as
shall be in receipt of Information from the Disclosing Party, e.g., an
employee of the Disclosing Party.
2 Restrictions of Use
a) The Receiving Party undertakes to keep secret, not to publish nor to
disclose Information to any third party, not to disseminate Information
among its employees otherwise than to the extent required for the purpose
herein stated.
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b) The Receiving Party shall use at least the same degree of care in
protecting Information against disclosure to any third party as the
Receiving Party exercises in protecting its own confidential information.
3 Property
Information supplied remains the property of the Disclosing Party. Information
is supplied on a lend basis only. The Receiving Party shall return Information
at any time upon request.
4 Exceptions
The obligations of the Receiving Party under the rules in this Attachment I
shall not extend to Information that the Receiving Party can prove:
a) is or becomes publicly known through no wrongful act on its part; b) is
already known to the Receiving Party at the time of disclosure; c) is
rightfully received by the Receiving Party from a third party without
breach of the rules in this Attachment 1.
5 Reproductions
a) Information supplied may not be reproduced,
b) The Receiving Party shall not reproduce Information without the prior
express written consent of the Disclosing Parry. Such consent may be
withdrawn at any time, In the event that consent is withdrawn, the
Receiving Party shall also return the copies of Information.
6 Conditions of Delivery
a) Information is entrusted to the Receiving Party pursuant the regulations of
the "Laws of Prohibiting Unfair Competition".
b) The Receiving Party may use Information solely for evaluation purposes as
provided or permitted by the Disclosing Party. In particular, the Receiving
Party may not use Information for manufacturing, or having manufactured,
the products concerned for itself or for third parties.
7 Reserve of Rights
a) The Disclosing Party reserves all rights and title, national or foreign,
including copyrights, in respect of supplied Information, at home and
abroad, also in the event of a patent being filed or a utility model being
registered.
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b) Nothing contained in the rules of this Attachment I shall be construed as
granting or conferring any rights of the Disclosing Party by license or
otherwise, expressly, implied, or otherwise, for any invention, discovery,
or improvement made, conceived or acquired prior to, or after, the date of
the present Agreement.
8 Disclosure to Third Parties
Unless otherwise provided in the rules of this Attachment 1, Information
and any copies thereof may not be disclosed to third parties without the
prior written consent of the Disclosing Party. If the Disclosing Party
consents in writing to disclosure to a third party, the Receiving Party
shall, prior to such disclosure, make it binding on that third party to
abide by the preceding rules in this Attachment 1.
9 Term
The period of confidentiality shall remain in full force and effect during
the term of the present Agreement and for a period of five (5) years after
its, termination.
