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Exhibit 10.1
TECHNICAL EXCHANGE AGREEMENT
This Technical Exchange Agreement is made of the 6th day of April, 2000, by and
among:
ERAMET, a Societe Anonyme organized under the laws of the Republic of
France, having its principal office in Tour Montparnasse - 33, avenue du Maine -
75755 PARIS Cedex 15 (hereinafter referred to as "ERAMET"), acting on its own
behalf and on behalf of its direct and indirect subsidiaries,
and
SPECIAL METALS CORPORATION, a Delaware Corporation, having its
principal office in New Hartford, New York, U.S.A. (hereinafter referred to as
"SMC"), acting on its own behalf and on behalf of its direct and indirect
subsidiaries.
WITNESSETH
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WHEREAS, SIMA, parent company of Aubert & Duval and HTM, and SMC were parties to
that certain Technical Exchange Agreement, dated February 25, 1997 (the
"Original Agreement"), and terminated on the th day of March 2000;
WHEREAS, in July 1999, SIMA became a subsidiary of ERAMET;
WHEREAS, ERAMET and ERAMET's direct and indirect subsidiaries (Inter alia
Erasteel, HTM, Aubert & Duval . . .) possess technical information and knowledge
relating to alloys, super alloys, etc. . . . ;
WHEREAS, pursuant to the Original Agreement, SMC and SIMA provided technical
assistance to each other with respect to the above-mentioned activities;
WHEREAS, SMC and SMC's direct and indirect subsidiaries, ERAMET and ERAMET's
direct and indirect subsidiaries, desire to organize cooperation in R & D
activity implying exchange of technical knowledge and to obtain technical
assistance from each other pertaining to the design/process/manufacture and
transformation of alloys, super alloys and high speed steel, so as to further
develop and diversify their respective business and SMC and SMC's direct and
indirect subsidiaries, ERAMET and ERAMET's direct and indirect subsidiaries, are
willing to organize cooperation in R & D activity implying exchange of technical
knowledge and to furnish such technical assistance to each other, upon terms and
conditions hereafter set forth, and
ERAMET and SMC desire to enter into this Agreement in order to achieve that
purpose;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
mutually covenant and agree as follows:
1. For purposes of this Agreement, the term "Technical Information" shall
include all information relating to alloys, super alloys.
2. ERAMET and SMC shall guaranty the compliance of their direct and
indirect subsidiaries with the provisions of this Technical Exchange
Agreement.
3. Each party shall furnish or cause to be furnished Technical Information
for R & D activity and technical assistance in the following manner:
3.1 Setting up of a Research Committee:
(a) A Research Committee is set up between the parties and each
party shall appoint nominatively a limited number of
representatives, including representatives of its
subsidiaries. The Research Committee shall invite, personally,
a member of the technical staff of Metaleurop Recherche, which
is not a subsidiary but an affiliate of ERAMET and a permanent
technical advisor of the ERAMET Group. An agreement shall be
entered into between ERAMET and Metaleurop Recherche in order
to set up the collaboration of Metaleurop Recherche. These
members of the Research Committee shall have to execute a
confidentiality undertaking. The Research Committee will be
chaired by a member of the executive committee of the "Eramet
Alliages" Division.
(b) The Research Committee shall:
- meet quarterly;
- decide on the list of the research themes and the
research programs which shall be joint research works
and plan them properly;
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- decide on and organize the distribution of the
research themes and programs and of the results of
the joint research works, and generally of the
Technical Information according to the needs and the
interests of SMC/ERAMET Group;
- agree on engineers and technical staff who will have
to work on joint research works.
3.2 Pursuant to the Research Committee's decisions for the
exchange of technical knowledge and according to the decisions
of the chief technical officer of each party for the technical
assistance:
(a) Each party shall periodically provide technical and
manufacturing people in its employ at the facilities
of the requesting party to consult with and advise
the requesting party.
(b) Each party shall regularly make technical and
manufacturing people in its employ available for
consultation with the requesting party by written
communication.
(c) Each party shall permit employees of the requesting
party to visit its manufacturing facilities for the
purpose of consulting with its technical and
manufacturing people.
(d) ERAMET and SMC shall cause its direct and indirect
subsidiaries to provide and make available such
Technical Information, technical and manufacturing
people and manufacturing facilities as may be
necessary to perform their obligations hereunder.
4. During the term of this Agreement, ERAMET and SMC shall, to the best of their
available knowledge, furnish or cause to be furnished, all Technical Information
as decided by the Research Committee to further develop and diversify their
respective businesses, PROVIDING THE ASSISTING PARTY IS FREE OF CONTRACTUAL
COMMITMENTS PREVENTING SUCH DISCLOSURE.
5. All Technical Information of one party furnished to any other party shall be
exclusive and solely for the benefit of the acquiring party and the acquiring
party shall keep such knowledge and information confidential.
The employees of the acquiring party who acquire any such information
shall be instructed to retain the same as confidential and not to make
disclosure thereof to any person or persons, except upon decision of the
Research Committee, to other employees of the acquiring party and then only to
the extent necessary to make use thereof in the acquiring party's operations,
provided, however, that the foregoing shall not apply to information which was
legally in the possession of the acquiring party at the time of receipt from the
assisting party, information which is or becomes available to the public from a
source other than the acquiring party and information the acquiring party
receives from a third party having the right to make such disclosure and without
any obligation of confidentiality on the part of the acquiring party to such
third party.
6. All Technical Information disclosed by a party shall remain its property and
the receiving party shall be granted with a free and non-transferable licence
only.
All Technical Information licenced in accordance with the provisions
hereabove which would result in a filing by the licenced party of an application
for a patent within a two years delay from the disclosure, shall give rise to a
specific agreement between the parties.
7. It is understood that no party hereto assumes any obligation or
responsibility for or with respect to the sufficiency or any information
furnished to or acquired by any other party to accomplish the desired results,
or the ability of the acquiring party to use the same, or the quality or
quantity of products produced using the same.
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No party hereto shall have an obligation or responsibility with respect
to the processes and apparatus used by the acquiring party or the products made
thereby or for the claims of third parties with respect to such processes and
apparatus or products.
8. No party hereto shall receive any compensation from any other party in
consideration of the Technical Information exchange.
The Joint Research works shall be conducted on a co-financing basis,
according to the rules proposed from time to time by the Research Committee and
agreed by the parties.
9. If and to the extent that the security and export control laws of
France, the United States or any other country and regulations thereunder,
including the regulations on Exportation of Technical Data promulgated by the
United States Department of Commerce, may be applicable to the furnishing of
assistance or the disclosure of information hereunder by any party, their
respective obligations hereunder shall be subject thereto.
10. This Agreement shall remain in effect until terminated by any party
upon one year advance written notice to the other party.
The obligations of confidentiality set forth in Section 4 shall survive
any such termination for a period of ten (10) years.
Termination shall not affect any party's right to continue to use
Technical Information obtained from any other party.
11. All notices and other communications required to be given under this
Agreement shall be in writing and shall be given or made by facsimile
transmission, personal delivery, or registered or certified mail
postage prepaid, and addressed to the intended recipient at the address
as shall be designated by any party in a notice to the other party.
Each notice delivered in accordance with this section shall be deemed
effective (a) if personally delivered on the date of such delivery, (b) if given
by facsimile transmission, on the date transmitted provided that an appropriate
confirmation is received by the sender, and (c) if given by registered or
certified mail, seven days after mailing.
To ERAMET: ERAMET
Tour Maine-Montparnasse
33, avenue du Maine
75755 Paris Cedex 15
FRANCE
Attention: Alain ROBERT
Telecopy: 011-33-1-45-38-63-70
To SMC: Special Metals Corporation
4317 Middle Settlement Road
New Hartford, New York 13413-5392
United States of America
Attention: Corporate Secretary
Telecopy: (315) 798-6803
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12. This Agreement supersedes any and all other Agreements, either oral or
written, between the parties hereto with respect to any party providing
technical assistance to any other party and contains all of the covenants and
agreements of the parties with respect to such. Any modification of this
Agreement shall be effective only if it be in writing, signed by the party
sought to be charged.
13. This Agreement may not be assigned without the express written consent
of all the parties.
14. This Agreement shall be governed by the laws of France.
15. This Agreement may be separately executed in counterparts.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed by its proper representatives as of the day and year first above
written.
SPECIAL METALS CORPORATION
/s/ Donald R. Muzyka
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Attest By: Donald R. MUZYKA
Title: President and Chief
Executive Officer
ERAMET
/s/ Alain Robert
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Attest By: Alain Robert
Title: Directeur General adjoint
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