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Document Preview Joint Technology Development Agreement |
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Title: |
Joint Technology Development Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 24KB total |
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Price: |
$34 |
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ID: |
#357182 |
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JOINT TECHNOLOGY
DEVELOPMENT AGREEMENT
This contract is entered into on 23 September, 2002 between
EUROTECH, LTD., 10306 EATON PLACE, STE.220, FAIRFAX, VA 22030, USA (hereinafter
"EUROTECH" or "PARTY/PARTIES"), a company registered in the District of
Columbia, United States of America
and
LOGSTOR ROR A/S, DANMARKSVEJ 11, DK-9670 LOGSTOR, DENMARK
(hereinafter "LR" or "PARTY/PARTIES")
Whereas, EUROTECH has developed certain materials which the Parties believe may
be useful for foam insulation of pipes, and EUROTECH has applied for patent
protection thereon; and
Whereas LR and EUROTECH desire to further develop EUROTECH's material for this
market, all other markets for this material being exclusively reserved to
EUROTECH, unless otherwise agreed in writing by both parties in the future; and
Whereas EUROTECH is willing to forego any opportunity during the term of this
agreement to pursue business relationships with third parties in the area of
interest to LR, on the terms indicated below;
Now, therefore, the Parties agree as follows:
ARTICLE 1. GENERAL
1.1. The purpose of this Agreement is to establish and clearly
define the business relationship between EUROTECH and LR. Upon
entering into this Agreement both Parties intend to use their
best endeavours to develop polyurethane foam free from
isocyanates for foam insulation for preinsulated pipe systems.
{PAGE}
1.2. Each Party hereto is an independent contractor and is not an
agent for, partner or joint venture with the other Party. The
rights and obligations of both Parties shall be only those
expressly set forth herein. Neither Party shall have the
authority to bind the other except to the extent authorised
herein. Neither Party shall act as an agent for or
representative of the other, and the employees of one shall
not be deemed to be employees of the other. No relationship
other than that created by and set forth in this Agreement
shall be established by any reference to the Parties as
working for each other.
ARTICLE 2. ASSIGNMENT
2.1. The obligations, interests or rights of either party herein
shall not be assignable without prior written consent of the
other Party, which will not be unreasonably withheld. However,
in the event that either Party assigns or otherwise thereon
transfers the entire business relating to the subject matter
of this Agreement to a third party, this Agreement shall
automatically be assigned to that third party.
ARTICLE 3. INTERPRETATION
3.1. No heading, index, title, subtitle, subheading, marginal note,
singular or plural of this Agreement shall limit, alter or
affect the meaning of an operation of this Agreement.
3.2. In case of conflict or inconsistency between this Agreement
and any other document (e.g. foam agreement of 18 June 2001)
this Agreement shall prevail.
3.3. All correspondence and documentation shall be in the English
language only and in writing, which shall be addressed between
the Parties. This Agreement and the Parties relationships
shall be conducted in the English language only.
3.4. Conventional polyurethane based foams are formed by reacting
polyols and isocyanates. HNIPU based foam requires use of
cyclocarbonates and primary amines. The terms "HNIPU foam
binder" and "HNIPU binder" as used in this Agreement,
specifically Articles 6.3, 7.5 and 7.6, in the context of the
constituents of HNIPU and HNIPU based foam refer to a two part
mixture. These two parts, when mixed in the proper ratio and
manner, react to form HNIPU foam.
ARTICLE 4. AGREEMENT TERM
4.1. This Agreement shall expire on the later of (1) the expiration
of the last of the patents hereunder to expire, (2) the end of
the confidentiality period in Article 13.3.
ARTICLE 5. TERMINATION; EARLY TERMINATION
5.1. This agreement shall expire as set forth in Article 4.1
provided however that it may be terminated earlier as follows:
{PAGE}
5.1.1 For cause by either Party.
5.1.2 After two (2) years from the date first written above by
LR or EUROTECH.
5.1.3 In the event of bankruptcy of either Party, unless cured
within thirty (30) days of such bankruptcy.
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