STRATEGIC ALLIANCE PARTNER AGREEMENT
This agreement (the "Agreement") Is made and entered into this 14th day of March
2000 by and between Startech Environmental Corp., with an Office at 15 Old
Danbury Road, Suite 203, Wilton, CT 06897-2525 (Startech) and Skidmore, Owings &
Merrill LLP with an office at 14 Wall Street, New York, NY 10005 (the "Strategic
Alliance Partner) (individually a "Party" or collectively the "Parts'").
RECITALS
1. Startech will have, from time to time, (Projects) in various stages of
maturity ranging from Initial Proposal to Final Contract to Turnkey, whose
principal purpose is to process hazardous and municipal wastes in Startech
Plasma Waste Converter Resource Recovery Centers (Facilities). The Projects
may also include Facility Operation. Current projected Projects are for
Facilities ranging in size from 200 tons per day to 1000 tons per day of
wastes to be processed. Startech desires to acquire the Architectural and
Engineering services of a firm that has engineering design, project
management, and HVAC design capabilities through the use of a Strategic
Alliance Partner Agreement
2. The Strategic Alliance Partner represents that it has engineering design,
project management, and HVAC design capabilities required to perform the
services needed by Startech.
3. The Parties desire to form a long-term alliance to service the projected
Projects.
NOW, THEREFORE, In consideration of the mutual agreements and subject to the
conditions hereinafter set forth, the Parties hereto agree as follows:
COVENANTS
ARTICLE 1
1.1 Upon execution of this Agreement Startech shall train the Strategic
Alliance Partner with respect to the procedures of the Projects. Startech
shall conduct the training at the Strategic Alliance Partner's offices if
and when necessary. The Strategic Alliance Partner shall not charge
expenses or fees for the time its personnel attend the training sessions
nor the cost of a conference room.
ARTICLE 2 OBLIGATIONS/ COMPENSATION
2.1 The Strategic Alliance Partner shall provide the following design.
Engineering and project management and HVAC design consulting services for
the fees specified on Exhibit "A" attached hereto and made a part hereof by
this reference:
o Services Fee (Exhibit "A", _ pages)
(Services Fee may be negotiated on a per task or project basis)
ARTICLE 3 TERM
3.1 This Agreement shall be effective from the date first written above and
continue if force for a term of thirty-six (36) months therefrom (the
"Term:).
3.2 The Parties may renew this Agreement for another thirty-six (36) months
upon sixty (60) days prior written notice before the expiration of Term.
ARTICLE 4 TERMINATION
4.1 This Agreement shall remain in force and effect until terminated according
to Article 3 above, or until terminated by no less than 120 days prior
written agreement of the Parties, which ever occurs first. Upon
termination, the payments owing for service fees in Article 2 above shall
be paid to the Strategic Alliance Partner by Startech according to any
PROJECT scheduled payments then applicable.
4.2 In the event the Strategic Alliance defaults for thirty (30) days after
written notice from Startech in its performance of services required of it