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Preview Full Doc	2002	Alliance Agreement Alliance Agreement (109K) Doc #164930: Click preview link for longer preview. ALLIANCE AGREEMENT This Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE"), BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport Machines Limited, a limited liability company incorporated in England and Wales ("BML"). PRELIMINARY STATEMENT Hardinge, BML and BPT Holdings, Inc., the parent corporation of BPT, previously entered into that certain Letter of Intent dated as September 16, 2002 (the "LOI"), pursuant to which the parties agreed to pursue negotiations towards a definitive agreement based on a Memorandum of Understanding attached to the LOI (the "MOU"). The parties now desire to enter into this Agreement in furtherance of their business relationships. Therefore, intending to be legally bound by this Agreement, and in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, Hardinge, BPT and BML agree as follows: AGREEMENT Section 1. DEFINITIONS. As used in this Agreement, each of the defined terms set forth below has the following meaning: ACCESSORY means an accessory product, the purpose of which is to augment the function of a Product, and does not include a Spare. AFFILIATE means, with respect to a particular entity, any other entity directly or indirectly controlling, controlled by or under common control with, such entity. For purposes of this definition, "control" means the ownership or control, by contract or otherwise, of more than 50% of the voting securities of an entity, or the right to appoint or elect a majority of the Board of Directors of an entity. BMI means Bridgeport Machines, Inc., a debtor in possession. BMI PRODUCT SERVICES means service engineering and technical support services ********************************************************************* for products produced prior to the date of this Agreement by the Connecticut facility of BMI, such products including but not being limited to knee mills and the XV range of Vertical Machine Centers. BML PROGRAM MANAGER means the person designated from time to time by BML to perform certain obligations on behalf of BML as contemplated in Section 2 below. CHANGE OF CONTROL TRANSACTION is defined in Section 10.3. ---------- {} Confidential treatment requested and the redacted material has been separately filed with the Commission. -1- {Page} CONTROL is defined in Section 10.3. COPYRIGHTS means the United States copyrights listed on SCHEDULE A to this Agreement, as that Schedule may be amended from time to time by the parties. ELMIRA FACILITY means the office, manufacturing, warehousing and distribution facility owned by Hardinge located at One Hardinge Drive, Elmira, New York. FORCE MAJEURE EVENT is defined in Section 6.4. GOVERNING DOCUMENTS means with respect to any entity, (a) the articles or certificate of incorporation, formation or association, and bylaws of a corporation; (b) all shareholders' agreements, voting agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of such corporation or relating to the rights, duties and obligations of the shareholders of such corporation, or any operating agreement incorporating any or all of the foregoing elements; and (c) any amendment or supplement to any of the foregoing. HARDINGE PROGRAM MANAGER means the person designated from time to time by Hardinge to perform certain obligations on behalf of Hardinge as contemplated in Section 2 below. INTELLECTUAL PROPERTY RIGHTS means the Patent Rights, Marks and Copyrights, collectively. KNEE MILL PRODUCTS means products falling under the description "Milling machines, knee-type, UK customs tariff codes 845951 00 (numerically controlled) and 845959 00 (other) as defined in section XVI of the UK Customs Tariff volume 2, section VI. MARKS means the United States and Canadian trademarks and trade names listed on SCHEDULE A to this Agreement, as that Schedule may be amended from time to time. NET SALES means the gross sales price actually charged in the sale of a (i) Product, (ii) a Spare, (iii) an Accessory or (iii) any other item bearing any Mark, less: (i) customary trade, quantity or ************ (other than in respect of sales to BML, BPT or their Affiliates), rebates, and non-affiliated brokers' or agents' commissions actually allowed and taken; (ii) freight and other transportation costs, including insurance charges, and duties, tariffs, sales and excise taxes and other governmental charges based directly on sales, turnover or delivery of the specified Products and actually paid or allowed; and (iii) in the case of Products, Accessories and Spares only, amounts charged for Product Services sold at the same time as the specified Products, Accessories or Spares, PROVIDED that any such Product Services are separately charged and itemized. 164930	Citibank Citibank, NA As referenced in this Alliance Agreement: Citibank, N.A. – made by Hardinge under this Agreement shall be converted, prior to payment, into United States dollars at the applicable rate of exchange of Citibank, N.A. , in New York, New York, on the last day of the payment period in which such transaction occurred. 6.3.5 OVERDUE _____________ dt 146041 ; Hardinge Hardinge Inc. ( Capital Goods ) As referenced in this Alliance Agreement: Hardinge – herein with asterisks (**). ALLIANCE AGREEMENT This Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE"), BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport Machines Limited, a limited liability company _____________ "HARDINGE" – Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE" ), BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport Machines Limited, a limited liability company incorporated in England and Wales (" _____________ Hardinge, – LLC, a Delaware limited liability company ("BPT"), and Bridgeport Machines Limited, a limited liability company incorporated in England and Wales ("BML"). PRELIMINARY STATEMENT Hardinge, BML and BPT Holdings, Inc., the parent corporation of BPT, previously entered into that certain Letter of Intent dated as September 16, _____________ Hardinge, – the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, Hardinge, BPT and BML agree as follows: AGREEMENT Section 1. DEFINITIONS. As used in this Agreement, each of the defined terms set forth _____________ Hardinge –** Schedule may be amended from time to time by the parties. ELMIRA FACILITY means the office, manufacturing, warehousing and distribution facility owned by Hardinge located at One Hardinge Drive, Elmira, New York. FORCE MAJEURE EVENT is defined in Section 6.4. GOVERNING DOCUMENTS means with respect to _____________ dt 224948 ;	BPT IP, LLC; Bridgeport Machines Limited
Preview Full Doc	2002	Alliance Agreement Alliance Agreement (68K) Doc #344011: Click preview link for longer preview. ALLIANCE AGREEMENT Between DYNAMOTIVE ENERGY SYSTEMS CORPORATION And ECO SECURITIES INC. {PAGE} TABLE OF CONTENTS ================================================================================ {TABLE} {CAPTION} Page {S} {C} PART 1 DEFINITIONS AND INTERPRETATION................................. 1 Definitions......................................................... 1 Interpretation...................................................... 4 Schedules........................................................... 5 PART 2 TERM........................................................... 6 Term of Agreement................................................... 6 PART 3 PROJECT MANAGEMENT COMMITTEE................................... 6 Project Management Committee........................................ 6 Duties of the Project Management Committee.......................... 6 Meetings of the Project Management Committee........................ 7 Notices of Project Management Committee Meetings.................... 7 Quorum of the Project Management Committee.......................... 7 Decisions of the Project Management Committee....................... 7 Exchange of Information for Project Management Committee............ 7 PART 4 TECHNICAL SUPPORT, CONSULTING, RESEARCH & PERSONNEL............ 8 Technical Support................................................... 8 Personnel........................................................... 9 Replacement Rights of DynaMotive.................................... 9 Additional Personnel................................................ 9 ESI Partners........................................................ 9 Consulting.......................................................... 9 Research by ESI..................................................... 10 Use of Research Information......................................... 10 Disclosure of Research Information.................................. 10 Disclosure of Research Results...................................... 10 Establishment of Facilities......................................... 10 PART 5 SERVICES....................................................... 10 Services............................................................ 10 Right of First Refusal-Exclusivity as Provider...................... 10 Marketing........................................................... 12 Fees for Services................................................... 12 Incentives.......................................................... 13 Fees for Services to Licensees...................................... 13 Expenses............................................................ 13 {/TABLE} {PAGE} -ii- {TABLE} {S} {C} PART 6 INFORMATION, ASSISTANCE AND COOPERATION........................... 13 Provision by DynaMotive of the Technology.............................. 13 Provision of Technical Assistance and Information to DynaMotive........ 13 Non-Solicitation of Employees.......................................... 13 PART 7 TRADEMARKS AND PATENTS............................................ 14 Trademark/Brand Use.................................................... 14 Action by Parties to Protect Intellectual Property from Infringement... 14 PART 8 NON-COMPETITION................................................... 14 Non-Competition by ESI................................................. 14 Proceedings............................................................ 14 PART 9 INTELLECTUAL PROPERTY & CONFIDENTIALITY........................... 14 Intellectual Property Ownership........................................ 14 Retention of Materials................................................. 15 Disclosure............................................................. 15 Assistance............................................................. 15 Confidentiality Obligations............................................ 16 Publicity.............................................................. 16 Treatment of Confidential Information.................................. 16 Actions to Protect Confidential Information............................ 16 No Waiver By Virtue of Non-Exercise of Rights.......................... 17 Confidentiality Provisions Effective on Effective Date................. 17 PART 10 WARRANTIES & LIMITED LIABILITY................................... 17 Warranty............................................................... 17 Limited Liability...................................................... 17 Indemnity.............................................................. 17 PART 11 TERMINATION...................................................... 18 Termination Without Cause.............................................. 18 Termination for Cause.................................................. 18 Notice of Fundamental Breach........................................... 19 Curing of Fundamental Breach........................................... 19 Termination on Failure to Cure Fundamental Breach...................... 19 Termination of Service Schedules....................................... 19 No Limitation of Remedies.............................................. 19 PART 12 DISPUTE RESOLUTION AND APPLICABLE LAW............................ 20 Dispute Resolution..................................................... 20 Applicable Law......................................................... 21 {/TABLE} {PAGE} -iii- {TABLE} {S} {C} PART 13 GENERAL....................................................... 21 Modifications, Approvals and Consents............................... 21 Further Assurances.................................................. 21 Entire Agreement.................................................... 21 Expenses............................................................ 21 Notices............................................................. 21 Deemed Receipt...................................................... 22 Change of Address................................................... 22 Force Majeure....................................................... 22 Time Limits Extended................................................ 22 Elimination of Intervening Event.................................... 23 Continuation of Intervening Event................................... 23 Enurement........................................................... 23 Severability........................................................ 23 Survivability....................................................... 24 Cooperation......................................................... 24 Deemed Term of Agreement............................................ 24 Time of the Essence................................................. 24 Counterparts........................................................ 24 No Partnership or Unincorporated Joint Venture...................... 24 {/TABLE} {PAGE} NEW ALLIANCE AGREEMENT THIS AGREEMENT is dated for reference October 1, 2001 AMONG: DYNAMOTIVE ENERGY SYSTEMS CORPORATION, a corporation having an office at 105-1700 West 75th Avenue, Vancouver, British Columbia, Canada V6P 6G2 ("DynaMotive") AND: EcoSecurities, a corporation having an office at 206 West Bonita, Claremont, CA 91711, USA, a wholly owned subsidiary of EcoSecurities Ltd.(ESL) ("ESI") (DynaMotive and ESI are collectively referred to herein as the "Parties"and individually as a "Party") WHEREAS: (A) DynaMotive owns technology for production of a clean fuel alternative known as "Bio-Oil" through a pyrolysis process (the "Technology") and wishes to develop and commercially exploit the Technology; (B) ESI is an environmental finance solution company that provides consulting, policy analysis, technical support, emissions trading and capital raising services; and (C) DynaMotive wishes to engage ESI to provide a variety of support services to assist in the commercial exploitation of the Technology; NOW THEREFORE THIS AGREEMENT WITNESSES THAT the Parties mutually covenant and agree as follows: (Scheme B starts here) PART 1 DEFINITIONS AND INTERPRETATION Definitions 1.1 In this Agreement, including the recitals, except as otherwise expressly provided or unless the context otherwise requires, {PAGE} -2- "Affiliate" of, or a Person "Affiliated" with, a particular Person, means a Person that, directly or indirectly, controls, is under common control with or is controlled by the specified Person; "Bio Oil" means the fuel oil produced from biomass using the Technology; "Breaching Party" has the meaning ascribed to that term in Section 11.2; "Business Day" means a day that is not a Saturday or a Sunday or a Canadian federal or a British Columbia provincial statutory holiday; "Canadian Dollar" or "Cdn.$" means a Canadian dollar or the basic unit of Canadian legal tender commonly used in Canada; "Confidential Information" means any confidential oral, written or electronic data and information now or hereafter existing during the currency of this Agreement, clearly identified as confidential, relating to the business and management of either Party, to which access is granted or obtained by the other Party; "Control" of a corporation, limited liability company, other body corporate or other entity by a Person only occurs, for the purposes of this Agreement,if securities of the corporation, limited liability company, other body corporate or other entity to which are attached more than 50% of the votes that may be cast to elect directors of the corporation, limited liability company, other body corporate or other entity (or other members of the governing body of the corporation, limited liability company, other body corporate or other entity, if it has no board of directors) or other rights to elect a majority of directors or such other members are held, other than by way of security or pledge only, by or for the benefit of that Person, and the votes attached to those securities are sufficient, or such rights are sufficient, if exercised, to elect a majority of the directors (or other members of the governing body of the corporation, limited liability company, other body corporate or other entity, if it has no board of directors) of the corporation, limited liability company, other body corporate or other entity; "DynaMotive Business" means the business of researching, developing, designing, manufacturing, assembling, installing, distributing, marketing and commercial exploitation of the Technology and related technology; "Effective Date" means the date on which this Agreement is executed by the parties hereto; "Encumbrance" means any mortgage, charge, pledge, hypothecation, lien, easement, right-of-way, encroachment, security interest, covenant, condition, right of re-entry, right of possession, lease, license, assignment, option, claim or other title defect, encumbrance {PAGE} -3- or charge, whether or not registered or registrable and whether or not consensual or arising by law, statutory or otherwise; "Existing Affiliate", at any particular time, means any entity defined as an affiliate of either Party as at the Effective Date; "Fundamental Breach" has the meaning ascribed to that term in Section 11.2; "GAAP" means, with respect to the determination of any accounting issue relating to a financial statement or record or any component thereof for any corporation, limited liability company or body corporate the generally accepted accounting principles applicable in Canada; "Governmental Authority" means, the government of Canada, the government of a Canadian province or territory and the government of any other applicable country or state, and each ministry, department, commission, board, bureau or other agency of, or municipality, regional district or other local governing body established by, any such government, or other political subdivision thereof, and includes any Person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government; "Improvements" means all updates, modifications, enhancements, improvements and derivations related to Intellectual Property Rights or Know-How; "Intellectual Property Rights" or "IPRs" of a Person means that Person's rights to all inventions, designs, trade secrets, ideas, work, technology, innovations, creations, concepts, moral rights, development drawings, research, analysis, experiments, copyrights, data, formulas, methods, procedures, processes, systems and techniques whether or not a registration or record as a patent, industrial design or similar proprietary right has been obtained or applied for, including any Improvements thereto; "Intervening Event" has the meaning ascribed to that term in Section 13.8; "Know-How" of a Person means that Person's rights to all inventions, designs, trade secrets, ideas, work, technology, know-how, innovations, creations, concepts, moral rights, development drawings, research, analysis, experiments, copyrights, data, formulas, methods, procedures, processes, systems and techniques for which no registration or record as a patent, industrial design or similar proprietary right has been obtained or applied for, but does not include trademarks or trade names; "Liabilities" in respect of a Person means collectively, all liabilities, indebtedness, capitalized lease obligations, advances, debts, duties, endorsements, guarantees, obligations, responsibilities and undertakings of such Person assumed, created, incurred, or made, or to which such Person is bound or subject, whether voluntary or involuntary, however arising, whether due or not due, absolute, inchoate or contingent, liquidated or unliquidated, determined or undetermined, direct or indirect, express or implied, and whether in respect of which such Person is liable individually or jointly with others; {PAGE} -4- "Non-Breaching Party" has the meaning ascribed to that term in Section 11.2; "Notice" has the meaning ascribed to that term in Section 13.5; 344011	DynaMotive DynaMotive Energy Systems Corp. ( Capital Goods )
Preview Full Doc	2001	Alliance Agreement Alliance Agreement (68K) Doc #344023: Click preview link for longer preview. ALLIANCE AGREEMENT Between DYNAMOTIVE TECHNOLOGIES CORPORATION and TECNA S.A. T A B L E O F C O N T E N T S Page Part 1 DEFINITIONS AND INTERPRETATION 1 Definitions 1 Interpretation 4 Schedules 5 Part 2 Term 6 Term of Agreement 6 Part 3 Project management committee 6 Project Management Committee 6 Duties of the Project Management Committee 6 Meetings of the Project Management Committee 6 Notices of Project Management Committee Meetings 7 Quorum of the Project Management Committee 7 Decisions of the Project Management Committee 7 Exchange of Information for Project Management Committee 7 Part 4 technical support, CONSULTING, RESEARCH & Personnel 7 Technical Support 7 Personnel 8 Replacement Rights of DynaMotive 8 Additional Personnel 9 Tecna Partners 9 Consulting 9 Research by Tecna 9 Use of Research Information 10 Disclosure of Research Information 10 Disclosure of Research Results 10 Use of the Technology IPR 10 Establishment of Facilities 10 Part 5 Services 11 Services 11 Right of First Refusal-Exclusivity as Provider 11 Turn Key Projects 12 Marketing 12 Fees for Engineering Services 13 Incentives 13 Fees for Services to Licensees 14 Expenses 14 Part 6 INFORMATION, ASSISTANCE AND COOPERATION 14 Provision by DynaMotive of the Technology 14 Provision of Technical Assistance and Information to DynaMotive 14 Availability of Latest Technology 14 Non-Solicitation of Employees 14 Part 7 LICENSES, TRADEMARKS AND PATENTS 15 License of the Technology 15 Trademark/Brand Use 15 Action by Parties to Protect Intellectual Property from Infringement 15 Part 8 NON-COMPETITION 15 Non-Competition by Tecna 15 Proceedings 16 Part 9 IntellecTual property & CONFIDENTIALITY 16 Intellectual Property Ownership 16 Retention of Materials 16 Disclosure 16 Assistance 17 Confidentiality Obligations 17 Publicity 17 Treatment of Confidential Information 18 Actions to Protect Confidential Information 18 No Waiver By Virtue of Non-Exercise of Rights 18 Confidentiality Provisions Effective on Effective Date 18 Part 10 WARRANTIES & Limited Liability 18 Warranty 18 Limited Liability 19 Indemnity 19 Part 11 TERMINATION 20 Termination Without Cause 20 Termination for Cause 20 Notice of Fundamental Breach 20 Curing of Fundamental Breach 20 Termination on Failure to Cure Fundamental Breach 21 Termination of Service Schedules 21 No Limitation of Remedies 21 Part 12 DISPUTE RESOLUTION AND APPLICABLE LAW 21 Dispute Resolution 21 Applicable Law 22 Part 13 GENERAL 22 Modifications, Approvals and Consents 22 Further Assurances 23 Entire Agreement 23 Expenses 23 Notices 23 Deemed Receipt 24 Change of Address 24 Force Majeure 24 Time Limits Extended 24 Elimination of Intervening Event 24 Continuation of Intervening Event 24 Enurement 25 Severability 25 Survivability 25 Cooperation 25 Deemed Term of Agreement 25 Time of the Essence 26 Counterparts 26 No Partnership or Unincorporated Joint Venture 26 NEW ALLIANCE AGREEMENT THIS AGREEMENT is dated for reference May 9, 2001 AMONG: DYNAMOTIVE TECHNOLOGIES CORPORATION, a corporation having an office at 105-1700 West 75th Avenue, Vancouver, British Columbia, Canada V6P 6G2 ("DynaMotive") AND: TECNA S.A., a corporation having an office at Paseo Colon 439 - 6 Floor Piso, Buenos Aires, Argentina C1063ACE ("Tecna") (DynaMotive and Tecna are collectively referred to herein as the "Parties" and individually as a "Party") WHEREAS: (A) DynaMotive owns technology for production of a clean fuel alternative known as "Bio-Oil" through a pyrolysis process (the "Technology") and wishes to develop and commercially exploit the Technology; (B) Tecna is a solution company that provides engineering consulting and technical support services; and (C) DynaMotive wishes to engage Tecna to provide engineering consulting and technical support services to assist in the development, research and evaluation and commercial exploitation of the Technology; NOW THEREFORE THIS AGREEMENT WITNESSES THAT the Parties mutually covenant and agree as follows: PART 1 DEFINITIONS AND INTERPRETATION DEFINITION 1.1 In this Agreement, including the recitals, except as otherwise expressly provided or unless the context otherwise requires, "Affiliate" of, or a Person "Affiliated" with, a particular Person, means a Person that, directly or indirectly, controls, is under common control with or is controlled by the specified Person; "Bio Oil" means the fuel oil produced from biomass using the Technology; "Breaching Party" has the meaning ascribed to that term in 11.2; "Business Day" means a day that is not a Saturday or a Sunday or a Canadian federal or a British Columbia provincial or Argentinean federal statutory holiday; "Canadian Dollar" or "Cdn.$" means a Canadian dollar or the basic unit of Canadian legal tender commonly used in Canada; "Confidential Information" means any confidential oral, written or electronic data and information now or hereafter existing during the currency of this Agreement, clearly identified as confidential, relating to the business and management of either Party, to which access is granted or obtained by the other Party; "Control" of a corporation, limited liability company, other body corporate or other entity by a Person only occurs, for the purposes of this Agreement, if securities of the corporation, limited liability company, other body corporate or other entity to which are attached more than 50% of the votes that may be cast to elect directors of the corporation, limited liability company, other body corporate or other entity (or other members of the governing body of the corporation, limited liability company, other body corporate or other entity, if it has no board of directors) or other rights to elect a majority of directors or such other members are held, other than by way of security or pledge only, by or for the benefit of that Person, and the votes attached to those securities are sufficient, or such rights are sufficient, if exercised, to elect a majority of the directors (or other members of the governing body of the corporation, limited liability company, other body corporate or other entity, if it has no board of directors) of the corporation, limited liability company, other body corporate or other entity; "DynaMotive Business" means the business of researching, developing, designing, manufacturing, assembling, installing, distributing, marketing and commercial exploitation of the Technology and related technology; "Effective Date" means the date on which this Agreement is executed by the parties hereto; "Encumbrance" means any mortgage, charge, pledge, hypothecation, lien, easement, right-of-way, encroachment, security interest, covenant, condition, right of re-entry, right of possession, lease, license, assignment, option, claim or other title defect, encumbrance or charge, whether or not registered or registrable and whether or not consensual or arising by law, statutory or otherwise; "Existing Affiliate", at any particular time, means any entity defined as an affiliate of either Party as at the Effective Date; "Fundamental Breach" has the meaning ascribed to that term in 11.2; "GAAP" means, with respect to the determination of any accounting issue relating to a financial statement or record or any component thereof for any corporation, limited liability company or body corporate the generally accepted accounting principles applicable in Canada; "Governmental Authority" means, the government of Canada, the government of a Canadian province or territory and the government of any other applicable country or state, and each ministry, department, commission, board, bureau or other agency of, or municipality, regional district or other local governing body established by, any such government, or other political subdivision thereof, and includes any Person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government; "Improvements" means all updates, modifications, enhancements, improvements and derivations related to Intellectual Property Rights or Know-How; "Intellectual Property Rights" or "IPRs" of a Person means that Person's rights to all inventions, designs, trade secrets, ideas, work, technology, innovations, creations, concepts, moral rights, development drawings, research, analysis, experiments, copyrights, data, formulas, methods, procedures, processes, systems and techniques whether or not a registration or record as a patent, industrial design or similar proprietary right has been obtained or applied for, including any Improvements thereto; "Intervening Event" has the meaning ascribed to that term in 13.8; "Know-How" of a Person means that Person's rights to all inventions, designs, trade secrets, ideas, work, technology, know- how, innovations, creations, concepts, moral rights, development drawings, research, analysis, experiments, copyrights, data, formulas, methods, procedures, processes, systems and techniques for which no registration or record as a patent, industrial design or similar proprietary right has been obtained or applied for, but does not include trademarks or trade names; "Liabilities" in respect of a Person means collectively, all liabilities, indebtedness, capitalized lease obligations, advances, debts, duties, endorsements, guarantees, obligations, responsibilities and undertakings of such Person assumed, created, incurred, or made, or to which such Person is bound or subject, whether voluntary or involuntary, however arising, whether due or not due, absolute, inchoate or contingent, liquidated or unliquidated, determined or undetermined, direct or indirect, express or implied, and whether in respect of which such Person is liable individually or jointly with others; "Non-Breaching Party" has the meaning ascribed to that term in 11.2; "Notice" has the meaning ascribed to that term in 13.5; "Notice of Fundamental Breach" has the meaning ascribed to that 344023	DynaMotive DynaMotive Energy Systems Corp. ( Capital Goods )
Preview Full Doc	2002	Strategic Alliance Agreement [Amendment No. 2] Strategic Alliance Agreement [Amendment No. 2] (5K) Doc #369681: Click preview link for longer preview. SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT This Second Amendment to Strategic Alliance Agreement is made effective as of November 28, 2001, between X H Partners, a California limited partnership ("Developer"); Square-H Brands, Inc., a Delaware corporation ("Square-H"); and SureBeam Corporation, a Delaware corporation ("SureBeam"). RECITALS WHEREAS, effective as of November 29, 2000, Square-H and SureBeam entered into a Strategic Alliance Agreement (the "Original Agreement") pursuant to which a developer and SureBeam would develop, and SureBeam would operate, a food irradiation facility in Vernon, California; WHEREAS, effective as of March 28, 2001, Square-H, SureBeam and Developer entered into an Amendment to Strategic Alliance Agreement (the "Amendment" and, together with the Original Agreement, the "Agreement") in which they memorialized the terms and conditions pursuant to which the Facility will be constructed and leased; WHEREAS, Developer and SureBeam have now entered into the Lease contemplated under the Agreement and by its terms, such Lease supersedes the provisions of the Agreement pertaining to the construction and leasing of the Facility and SureBeam's use and occupancy thereof; WHEREAS, SureBeam does not want to be limited in its use of the Facilities to the electronic pasteurization of food products and, in consideration of Square-H permitting the Facility to be used for other purposes, SureBeam has agreed to provide for an alternative method to compensate Square-H for its alternative use of the Facility; NOW, THEREFORE, in consideration of the mutual covenants and agreements 369681	SureBeam SureBeam Corp. ( Capital Goods )
Preview Full Doc	2001	Strategic Alliance Agreement Strategic Alliance Agreement (30K) Doc #369695: Click preview link for longer preview. STRATEGIC ALLIANCE AGREEMENT THIS STRATEGIC ALLIANCE AGREEMENT is made between Square-H Brands, Inc., a Delaware corporation ("Square-H") having an address at 2731 Soto Street, Los Angeles, CA 90023-4270, and SureBeam Corporation, a Delaware corporation ("SureBeam") having a principal place of business at 3033 Science Park Road, San Diego, California 92121. RECITALS WHEREAS, SureBeam is engaged in the business of designing, manufacturing, selling, installing, operating and servicing product disinfestation, pasteurization and sterilization equipment and systems, including electron beam and x-ray equipment and systems; and WHEREAS, Square-H is engaged in the business of manufacturing meat products. WHEREAS, Square-H and SureBeam desire to pursue a strategic alliance arrangement whereby the parties will develop and operate a food irradiation facility in Vernon, California; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Square-H and SureBeam agree as follows: ARTICLE I DEFINITIONS As used herein: 1.1 "AGREEMENT" shall mean, collectively, this Strategic Alliance Agreement between Square-H and SureBeam, including the Services Agreement (as hereafter defined) and any and all written attachments, exhibits and amendments hereto or thereto. {Page} 1.2 "CONFIDENTIAL INFORMATION" shall mean any commercial or technical information relating to SureBeam, including its subsidiaries and parent company, or Square-H, which is proprietary to either party and not generally known to the public. Confidential Information includes, but is not limited to, know-how, trade secrets, material eligible for copyright protection, marks, research, development or commercial information, information capable of being embodied in a patent application, or any international equivalents thereof. Confidential Information does not include information that the party receiving that information can establish (a) is in the public domain at the date of disclosure; (b) becomes public knowledge during the term of this Agreement through no fault of the receiving party; (c) was in its possession prior to disclosure by the disclosing party, providing such prior disclosure can be adequately substantiated by documentary evidence antedating the disclosure by the other party; (d) was independently developed by the receiving party; or (e) was obtained from a third party not in breach of any agreement of confidentiality in favor of SureBeam. 1.3 "INTELLECTUAL PROPERTY RIGHTS" shall mean any and all intellectual property rights relating to the System or the SureBeam Improvements including, without limitation, any patents, patent applications, copyrights, trademarks, service marks, trade secrets, and know-how. 1.4 "SERVICES AGREEMENT" shall mean the SureBeam Corporation Irradiation Process Services Agreement entered into concurrently herewith. ARTICLE II THE FACILITY 2.1 CONSTRUCTION OF FACILITY. Square-H or, more probably, an entity to be formed by Square-H (in the alternative, the "Developer") will construct the "Shell" of a building suitable for containing the shield, material-handling equipment and other fixtures and equipment to be constructed by SureBeam, as hereafter provided (the "SureBeam Improvements" and collectively with the Shell, the "Facility") on the parcel of land located at 3301 E. Vernon Avenue, Vernon, California and depicted on Exhibit A hereto (the "Parcel"). The Facility will offer food irradiation services utilizing SureBeam's patented e-beam and x-ray technologies and will contain a two-line system capable of treating approximately 250,000 tons of product annually (collectively, the "System"). 2.1.1 PLANS AND SPECIFICATIONS. Square-H shall cause the plans and specifications for the Shell to be prepared by the Developer in conjunction with the plans and specifications for the SureBeam Improvements and such plans and specifications shall be subject to SureBeam's approval. The plans 2 {Page} and specifications for the SureBeam Improvements will be prepared by SureBeam, in conjunction with the plans and specifications for the Shell and such plans and specifications shall be subject to the Developer's approval. In that context, SureBeam shall provide to Square-H as soon as practicable its preliminary plans and specifications for the SureBeam Improvements to assist Square-H in determining what should constitute the Shell and what should constitute the remainder of the Facility. Neither SureBeam nor the Developer will unreasonably withhold or delay its approval of the other's plans and specifications. 2.1.2 CONSTRUCTION. SureBeam acknowledges that the Developer may construct the Shell as a part of a larger complex that would also be suitable for the development and operation of a related business. (All such improvements, together with the Parcel, are sometimes hereafter referred to as the "Complex.") In that context, the plans and specifications for the Shell and 369695	SureBeam SureBeam Corp. ( Capital Goods )
Preview Full Doc	2005	Alliance Agreement Alliance Agreement (73K) Doc #499433: Click preview link for longer preview. Alliance Agreement This Alliance Agreement ("Agreement") is entered into as of the 3rd day of November, 2004, by and among Hardinge Inc., a New York corporation ("Hardinge") and BPT IP, LLC, a Delaware limited liability company ("BPT"). Preliminary Statement Hardinge, BPT Holdings, Inc. and Bridgeport Machines Limited, an English company ("BML"), previously entered into that certain Alliance Agreement dated October 29, 2002 (the "Original Alliance Agreement"). Hardinge and BPT . . . 499433	Citibank Citibank, NA As referenced in this Alliance Agreement: Citibank, N.A. – Agreement, then the payment required to be made by Hardinge under this Agreement shall be converted, prior to payment, into United States dollars at the applicable rate of exchange of Citibank, N.A. , in New York, New York, on the last day of the payment period in which such transaction occurred. 5.3.6 Overdue Payments. Royalties due to BPT under this _____________ dt 1478615 ;	Hardinge Hardinge Inc. ( Capital Goods ) As referenced in this Alliance Agreement: Hardinge Inc – of the omitted confidential information is indicated herein with asterisks (**). Alliance Agreement This Alliance Agreement ("Agreement") is entered into as of the 3rd day of November, 2004, by and among Hardinge Inc ., a New York corporation ("Hardinge") and BPT IP, LLC, a Delaware limited liability company ("BPT"). Preliminary Statement Hardinge, BPT Holdings, Inc. and Bridgeport Machines Limited, an English company ("BML"), _____________ Hardinge (inc – than a termination by BPT pursuant to section 7.3): (a) Hardinge will within 30 days after termination provide to BPT a detailed breakdown of the cumulative expenditure borne by Hardinge (inc luding engineering support (which for the purposes of this section 6 will be charged at the rate of US$65 per recorded hour), prototype costs (excluding manufacturing overhead), and other _____________ Hardinge Inc – parties at the following addresses: If to BPT: BPT IP, LLC. C/o American Capital Strategies, Inc. 2 Bethesda Metro Center 14th Floor Bethesda, MD 20814 USA If to Hardinge: Hardinge Inc . 1 Hardinge Drive, Elmira, NY, 14902-1507, USA The date of personal delivery, the date the facsimile is sent to the recipient (with receipt confirmed by the sending party), _____________ HARDINGE, INC – convenience only, and shall not be used to interpret or construe the meaning of this Agreement or the intentions of the parties with respect to any aspect of the Agreement. HARDINGE, INC** . By: /s/ J. PATRICK ERVIN BPT IP, LLC By: /s/ GORDON O'BRIEN 17 Schedule A Marks U.S. Federal Registrations Mark Registration No. Registration Date BRIDGEPORT (and Design) _____________ dt 1401307
Preview Full Doc	2002	Alliance Agreement Alliance Agreement (109K) Doc #499685: Click preview link for longer preview. confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated herein with asterisks (****). ALLIANCE AGREEMENT This Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE"), BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport Machines Limited, a limited liability company incorporated in England and Wales ("BML"). . . . 499685	Citibank Citibank, NA As referenced in this Alliance Agreement: Citibank, N.A. – Agreement, then the payment required to be made by Hardinge under this Agreement shall be converted, prior to payment, into United States dollars at the applicable rate of exchange of Citibank, N.A. , in New York, New York, on the last day of the payment period in which such transaction occurred. 6.3.5 OVERDUE PAYMENTS. Royalties due to BPT under this _____________ dt 1478616 ;	Hardinge Hardinge Inc. ( Capital Goods ) As referenced in this Alliance Agreement: Hardinge Inc – of the omitted confidential information is indicated herein with asterisks (**). ALLIANCE AGREEMENT This Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of October, 2002, by and among Hardinge Inc ., a New York corporation ("HARDINGE"), BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport Machines Limited, a limited liability company incorporated in England and Wales ("BML"). PRELIMINARY _____________ Hardinge, inc – per recorded hour. Notwithstanding the foregoing, any costs incurred under this Section 9 that do not affect the form, function or design of a Product Enhancement shall be paid by Hardinge, inc luding costs related to quality control and improvements, manufacturing quality control, improvements and efficiencies, and other elements designed to reduce the manufacturing or distribution cost of a Product Enhancement. 9. _____________ Hardinge Inc – Leicester, LE5 0FJ UK If to BPT: BPT Holdings Inc. C/o American Capital Strategies, Inc. 5775 Sears Tower, 233 South Wacker Drive, Chicago, IL, 60606, USA If to Hardinge: Hardinge Inc . 1 Hardinge Drive, Elmira, NY, 14902-1507, USA The date of personal delivery, the date the facsimile is sent to the recipient (with receipt confirmed by the sending party), _____________ HARDINGE, INC – convenience only, and shall not be used to interpret or construe the meaning of this Agreement or the intentions of the parties with respect to any aspect of the Agreement. HARDINGE, INC** . By: /S/ J. PATRICK ERVIN ---------------------------------- J. PATRICK ERVIN CHIEF EXECUTIVE OFFICER BPT IP, LLC By: /S/ L. THOMAS GREGORY ---------------------------------- L. THOMAS GREGORY PRESIDENT AND ASSISTANT SECRETARY BRIDGEPORT MACHINES LIMITED _____________ dt 1401309
Preview Full Doc	2000	Alliance Agreement Alliance Agreement (133K) Doc #513540: Click preview link for longer preview. amended. The complete Exhibit, including the portions for which Confidential Treatment has been requested, has been filed separately with the Securities and Exchange Commission. ALLIANCE AGREEMENT This Alliance Agreement ("Agreement") dated August 25, 1997 (the "Effective Date") by and between Solar Turbines Incorporated, a Delaware corporation whose principal address is 2200 Pacific Highway, San Diego, California 92186-5376 ("Solar") and Capstone Turbine Corporation, a California corporation whose principal address is . . . 513540	Capstone Turbine Capstone Turbine Corp. ( Capital Goods ) As referenced in this Alliance Agreement: Capstone Turbine Corp. – Nondisclosure Agreement ("Agreement") is made effective as of June 1, 1996 by and between Solar Turbines Incorporated, a Delaware corporation having its principal office in San Diego, California ("Solar") and Capstone Turbine Corp. , a Delaware corporation having its principal office in Tarzana, California ("Capstone"). WHEREAS, Solar is engaged in the business of designing, manufacturing and selling industrial turbomachinery, including gas turbine engines _____________ Capstone Turbine Corp. – modifications to this Agreement shall be in writing and signed by duly authorized representatives of both corporations. 9. All notices and information shall be addressed as follows: If to Capstone: Capstone Turbine Corp. 6025 Yolanda Avenue Tarzana, CA 91356 Attention: R. James Wensley President and Chief Executive Officer With a copy to: Richard Harroch Orrick, Harrington & Sutcliffe 400 Salsome Street San Francisco, _____________ CAPSTONE TURBINE CORP. – particular provision, parts of, or the entirety of this Agreement. -6- {PAGE} 27 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. CAPSTONE TURBINE CORP. SOLAR TURBINES INCORPORATED By: /s/ R. James Wensley By: /s/ David Esbeck -------------------------- -------------------------- Printed Printed Name: R. James Wensley Name: David Esbeck -------------------------- -------------------------- Title: President Title: V.P. Engineering -------------------------- -------------------------- Date: June _____________ Capstone Turbine Corp. – Nondisclosure Agreement ("Agreement") is made effective as of June 1, 1996 by and between Solar Turbines Incorporated, a Delaware corporation having its principal office in San Diego, California ("Solar") and Capstone Turbine Corp. , a Delaware corporation having its principal office in Tarzana, California ("Capstone"). WHEREAS, Solar is engaged in the business of designing, manufacturing and selling industrial turbomachinery, including gas turbine engines _____________ Capstone Turbine Corp. – modifications to this Agreement shall be in writing and signed by duly authorized representatives of both corporations. 9. All notices and information shall be addressed as follows: If to Capstone: Capstone Turbine Corp. 6025 Yolanda Avenue Tarzana, CA 91358 Attention: R. James Wensley President and Chief Executive Officer With a copy to: Richard Harroch Orrick, Harrington & Sutcliffe 400 Salsome Street San Francisco, _____________ dt 1393277 ; Caterpillar Caterpillar Inc. ( Agricultural Machinery ) As referenced in this Alliance Agreement: Caterpillar, Inc – 3 Termination by Solar. Solar may terminate this Agreement, upon ninety (90) days written notice to Capstone that Solar is ceasing the manufacture of PSRs other than for Solar or Caterpillar, Inc .; provided that Solar shall make the full production capacity of the Solar Houston Facility available to Capstone for the lesser period of (i) twenty-four (24) months from the _____________ Caterpillar Inc – of the outstanding shares of stock entitled to vote for the election of directors is now or hereafter owned or controlled by either party hereto, directly or indirectly, except that Caterpillar Inc ., parent of Solar, is included within the definition of "Subsidiary." 2.0 EXERCISE OF LICENSE RIGHTS 2.1 The license rights granted under this License Agreement are conditioned upon, _____________ Caterpillar, Inc – Capstone written notice of termination of this Agreement. 7.4 In the event Solar provides Capstone written notice that Solar is ceasing the manufacture of PSRs other for Solar or Caterpillar, Inc ., or other events have occurred that would inhibit the effective transfer of technology from Solar to Capstone. Capstone shall have ninety (90) days in which to elect to exercise _____________ dt 1552794 ;	Orrick Orrick, Herrington & Sutcliffe ( Legal ) As referenced in this Alliance Agreement: Orrick, Herrington – prepaid, and addressed as follows: To Capstone: Capstone Turbine Corporation 6025 Yolanda Avenue Tarzana, CA 91356 Attn: Paul Craig President and Chief Executive Officer With a copy to: Richard Harroch Orrick, Herrington & Sutcliffe 400 Sansome Street San Francisco, CA 94111 To Solar: Solar Turbines Incorporated 2200 Pacific Highway San Diego, California 92138-5376 Attn: Director, Recuperator Business With a copy to: _____________ dt 1430087
Preview Full Doc	2000	Alliance Agreement Alliance Agreement (133K) Doc #513551: Click preview link for longer preview. amended. The complete Exhibit, including the portions for which Confidential Treatment has been requested, has been filed separately with the Securities and Exchange Commission. ALLIANCE AGREEMENT This Alliance Agreement ("Agreement") dated August 25, 1997 (the "Effective Date") by and between Solar Turbines Incorporated, a Delaware corporation whose principal address is 2200 Pacific Highway, San Diego, California 92186-5376 ("Solar") and Capstone Turbine Corporation, a California corporation whose principal address is . . . 513551	Capstone Turbine Capstone Turbine Corp. ( Capital Goods ) As referenced in this Alliance Agreement: Capstone Turbine Corp. – Nondisclosure Agreement ("Agreement") is made effective as of June 1, 1996 by and between Solar Turbines Incorporated, a Delaware corporation having its principal office in San Diego, California ("Solar") and Capstone Turbine Corp. , a Delaware corporation having its principal office in Tarzana, California ("Capstone"). WHEREAS, Solar is engaged in the business of designing, manufacturing and selling industrial turbomachinery, including gas turbine engines _____________ Capstone Turbine Corp. – modifications to this Agreement shall be in writing and signed by duly authorized representatives of both corporations. 9. All notices and information shall be addressed as follows: If to Capstone: Capstone Turbine Corp. 6025 Yolanda Avenue Tarzana, CA 91356 Attention: R. James Wensley President and Chief Executive Officer With a copy to: Richard Harroch Orrick, Harrington & Sutcliffe 400 Salsome Street San Francisco, _____________ CAPSTONE TURBINE CORP. – particular provision, parts of, or the entirety of this Agreement. -6- {PAGE} 27 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. CAPSTONE TURBINE CORP. SOLAR TURBINES INCORPORATED By: /s/ R. James Wensley By: /s/ David Esbeck -------------------------- -------------------------- Printed Printed Name: R. James Wensley Name: David Esbeck -------------------------- -------------------------- Title: President Title: V.P. Engineering -------------------------- -------------------------- Date: June _____________ Capstone Turbine Corp. – Nondisclosure Agreement ("Agreement") is made effective as of June 1, 1996 by and between Solar Turbines Incorporated, a Delaware corporation having its principal office in San Diego, California ("Solar") and Capstone Turbine Corp. , a Delaware corporation having its principal office in Tarzana, California ("Capstone"). WHEREAS, Solar is engaged in the business of designing, manufacturing and selling industrial turbomachinery, including gas turbine engines _____________ Capstone Turbine Corp. – modifications to this Agreement shall be in writing and signed by duly authorized representatives of both corporations. 9. All notices and information shall be addressed as follows: If to Capstone: Capstone Turbine Corp. 6025 Yolanda Avenue Tarzana, CA 91358 Attention: R. James Wensley President and Chief Executive Officer With a copy to: Richard Harroch Orrick, Harrington & Sutcliffe 400 Salsome Street San Francisco, _____________ dt 1393278 ; Caterpillar Caterpillar Inc. ( Agricultural Machinery ) As referenced in this Alliance Agreement: Caterpillar, Inc – 3 Termination by Solar. Solar may terminate this Agreement, upon ninety (90) days written notice to Capstone that Solar is ceasing the manufacture of PSRs other than for Solar or Caterpillar, Inc .; provided that Solar shall make the full production capacity of the Solar Houston Facility available to Capstone for the lesser period of (i) twenty-four (24) months from the _____________ Caterpillar Inc – of the outstanding shares of stock entitled to vote for the election of directors is now or hereafter owned or controlled by either party hereto, directly or indirectly, except that Caterpillar Inc ., parent of Solar, is included within the definition of "Subsidiary." 2.0 EXERCISE OF LICENSE RIGHTS 2.1 The license rights granted under this License Agreement are conditioned upon, _____________ Caterpillar, Inc – Capstone written notice of termination of this Agreement. 7.4 In the event Solar provides Capstone written notice that Solar is ceasing the manufacture of PSRs other for Solar or Caterpillar, Inc ., or other events have occurred that would inhibit the effective transfer of technology from Solar to Capstone. Capstone shall have ninety (90) days in which to elect to exercise _____________ dt 1552795 ;	Orrick Orrick, Herrington & Sutcliffe ( Legal ) As referenced in this Alliance Agreement: Orrick, Herrington – prepaid, and addressed as follows: To Capstone: Capstone Turbine Corporation 6025 Yolanda Avenue Tarzana, CA 91356 Attn: Paul Craig President and Chief Executive Officer With a copy to: Richard Harroch Orrick, Herrington & Sutcliffe 400 Sansome Street San Francisco, CA 94111 To Solar: Solar Turbines Incorporated 2200 Pacific Highway San Diego, California 92138-5376 Attn: Director, Recuperator Business With a copy to: _____________ dt 1430088
Preview Full Doc	2005	Strategic Alliance Agreement Strategic Alliance Agreement (130K) Doc #1205409: Click preview link for longer preview. STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement (this ï¿½Agreementï¿½) is entered into as of October 27, 2005, (the "Effective Dateï¿½), by and between JLG Industries, Inc., a company incorporated under the laws of Pennsylvania with its principal place of business located at 1 JLG Drive, McConnellsburg, Pennsylvania 17233, on its own behalf and on behalf of its Affiliates (collectively ï¿½JLGï¿½), and Caterpillar Inc., a company incorporated under the laws of Delaware with its principal place of business located at 100 N.E. Adams St., Peoria, Illinois U.S.A. 61629, on its own . . . 1205409	JLG Industries JLG Industries Inc. ( Defense ) As referenced in this Strategic Alliance Agreement: JLG Industries, Inc – The location is denoted by ?[ ]? as follows.] STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement (this ?Agreement?) is entered into as of October 27, 2005, (the "Effective Date?), by and between JLG Industries, Inc ., a company incorporated under the laws of Pennsylvania with its principal place of business located at 1 JLG Drive, McConnellsburg, Pennsylvania 17233, on its own behalf and on behalf _____________ JLG Industries, Inc – intellectual property (the ?Transferred Intellectual Property?) described in Exhibit A of the Asset Purchase Agreement between Caterpillar Inc., Caterpillar S.A.R.L., Caterpillar (U.K.) Limited (?Cat UK?), and JLG Industries, Inc . dated of even date with the Effective Date (the ?Asset Purchase Agreement?), and (ii) the tooling assets described in Exhibit A of the Asset Purchase Agreement (the ?Transferred Tooling?), _____________ JLG Industries, Inc – cured. 11.5. Termination for Insolvency. This Agreement shall be subject to immediate termination by a Party, without notice, if the other Party (in this case being Caterpillar Inc. or JLG Industries, Inc . rather than one of their Affiliates) files a petition in bankruptcy for liquidation or reorganization, makes an assignment for the benefit of creditors, consents to the appointment of a _____________ JLG Industries, Inc – EAME Transition Date, a company listed on Exhibit F or any of its Affiliates (collectively, the ?Listed Competitors?) owns, directly or indirectly, an ownership interest of 15% or more in JLG Industries, Inc ., any successor or assign of JLG Industries, Inc., any publicly traded Affiliate of JLG Industries, Inc., or any combination of the foregoing JLG entities, JLG shall provide prompt written _____________ JLG Industries, Inc – F or any of its Affiliates (collectively, the ?Listed Competitors?) owns, directly or indirectly, an ownership interest of 15% or more in JLG Industries, Inc., any successor or assign of JLG Industries, Inc ., any publicly traded Affiliate of JLG Industries, Inc., or any combination of the foregoing JLG entities, JLG shall provide prompt written notice thereof to Caterpillar. If Caterpillar has reservations _____________ dt 1791292
Preview Full Doc	2007	Strategic Alliance Agreement Strategic Alliance Agreement (28K) Doc #2702166: Click preview link for longer preview. STRATEGIC ALLIANCE AGREEMENT THIS STRATEGIC ALLIANCE AGREEMENT is entered into and effective as of December 29, 2006 by and between Cummins Power Generation Inc., a Delaware corporation (ï¿½Cumminsï¿½) and Chapeau, Inc. d/b/a BluePoint Energy, Inc., a Utah corporation (ï¿½BluePointï¿½). Cummins and BluePoint are sometimes referred to herein, individually, as a ï¿½Partyï¿½ and, together, as the ï¿½Parties.ï¿½ RECITALS WHEREAS, Cummins has superior expertise in developing, marketing, selling, distributing, servicing and maintaining Cummins power generation and related . . . 2702166	Bank JOS a Clothiers Bank JOS a Clothiers Inc ;	Cummins Cummins Inc. ( Capital Goods ) As referenced in this Strategic Alliance Agreement: CUMMINS, inc – Agreement, including but not limited to materials, compositions, or products developed therefrom, whether in existence prior to the effective date of this Agreement or subsequently developed by BLUEPOINT independent of CUMMINS, inc luding all Background Intellectual Property of BLUEPOINT and BLUEPOINT Reserved Intellectual Property, or cooperatively with CUMMINS under this Program. G. Jointly Developed Intellectual Property means all Intellectual Property jointly developed, _____________ Cummins Inc – sent the same day by first class mail, postage prepaid, or by dispatch by an internationally recognized express courier service, and in each case addressed as follows: If to Cummins: Cummins Inc . [*] Attn: Senior Counsel for Power Generation If to BluePoint: Chapeau, Inc. d/b/a BluePoint Energy, Inc. 1190 Suncast Lane, Suite 2 El Dorado Hills, California 95762 (h) Counterparts. _____________ dt 1707891

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