Exhibit 10.21
Marketing Cooperation Agreement
1. Parties. This marketing co-operation agreement is entered into as of
the date of final execution hereof, by and between OCEAN POWER
TECHNOLOGIES, INC., a corporation organized and existing under the laws
of New Jersey, having its principal place of business at 0000 Xxxx
Xxxx, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "OPT") and
LOCKHEED XXXXXX CORPORATION, a corporation organized and existing under
the laws of the State of Maryland, USA, acting through its Maritime
Systems and Sensors business unit, and having a place of business at
0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000-0000 (hereinafter referred
to as "LM MS2"); the above parties may also be variously referred to as
a "Party" or collectively as "Parties". The understandings arising
hereunder shall apply only to the LM MS2 business unit and not to any
other business unit, sector, group, division, subsidiary or affiliate
of Lockheed Xxxxxx Corporation.
2. Purpose. The purpose of this document is to establish non-binding
guidelines under which the parties will identify opportunities in which
they may co-operatively market OPT's wave energy conversion technology
for the mutual benefit of LM MS2 and OPT.
3. Basis. OPT and LM MS2 are currently working together on an SBIR project
for the Department of Homeland Security. In this project OPT's wave
energy conversion buoy houses and xxxxxx XX MS2 sensors to provide
coastal surveillance of merchant vessels. OPT and LM MS2 have mutual
interest in the pursuit of potential opportunities in Autonomous
Maritime Sensing, Ocean Observation, and Autonomous Underwater Vehicle
support for both Department of Defense and commercial customers. OPT
has unique and extensive experience, knowledge and expertise in design,
development, and support of wave energy conversion buoy technology. LM
MS2 has extensive experience, knowledge, and expertise in sensor
systems, underwater vehicles, systems engineering and integration, and
program management.
4. Co-operative Marketing. Considering that the complimentary capabilities
of the Parties can be expected to enhance their abilities to meet
customer requirements, LM MS2 and OPT agree to work co-operatively to:
a. Monitor Autonomous Maritime Sensing, Ocean Observation,
Autonomous Underwater Vehicle and related programs for
business opportunities of joint interest.
b. Identify additional opportunities which could cost-effectively
be addressed using OPT's wave energy conversion technology and
LM MS2 capabilities.
c. Determine together if, and how, LM MS2 and OPT should jointly
pursue such opportunities.
5. Relationship of the Companies. LM MS2 and OPT shall at all times act as
independent contractors in the activities contemplated hereunder.
Neither party shall represent the other without prior written
permission. Each Party shall bear its own cost, expenses, risks, and
liabilities in connection with such activities.
Neither Party is under any obligation by virtue of this Agreement,
except to discuss in good faith potential opportunities and to work
together to market OPT's wave energy conversion technology. Once the
parties jointly agree to pursue a specific marketing opportunity, both
parties shall enter into a separate written agreement specifying what
marketing and/or other resources each party will commit to the
opportunity over a specified period of time. Additionally, the parties
may mutually elect to enter separate teaming agreements to address
opportunities of mutual interest.
6. Termination. This co-operative marketing agreement shall terminate and
have no further effect upon occurrence of any of the following events:
a. Thirty (30) days written notice by either Party.
b. Expiration of three (3) years from the date of signing this
document.
7. Entire Agreement. This agreement constitutes the sole and entire
understanding and agreement of the Parties, superseding all prior
representations relating to the subject matter hereof.
8. Points of Contact. The points of contact for the parties are as
follows:
LM MS2 - Xxxx Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Tel: 000-000-0000
Email: xxxx.xxxxxx@xxxx.xxx
OPT - Xxxxxxx X. Xxxxxxxx
0000 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Tel: 000-000-0000 x-000
Email: xxxxxxxxx@xxxxxxxxxxxxxx.xxx
LM MS2 OPT
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BY /s/ [ILLEGIBLE] BY: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
TITLE: V.P. Business Development TITLE: CEO
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DATE: 9/19/2006 DATE: Sept 13, '06
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