EXHIBIT 10.7
COOPERATION AND SERVICE SUPPLY AGREEMENT
BY AND BETWEEN
NORFIN S.P.A., with headquarters in Milan, Via Bistolfi, 35, capital stock
37,500,000,000 lire, registered in the Corporate Register with C.C.I.A.A.,
Milan, as no. 203816, in the person of its President Mr. Mauro Saponelli
(company hereinafter NORFIN for the sake of brevity)
AND
DE NORA FUEL CELLS S.P.A., with headquarters in Milan, registered in the
Corporate Register with CCIAA, Milan, as no. 208344/1999, in the person of its
President Dr. Michele Tettamanti (company hereinafter DNFC for the sake of
brevity)
WHEREAS
- NORFIN is the "ORONZIO DE NORA group holding company" and engages in
business of a financial nature, of coordinating its direct and
indirect subsidiaries;
- DNFC's purpose is research and marketing in the field of fuel cells;
- It is in the common interest of the group companies to centralize
certain services and/or to make use of some of them with the purpose
of benefiting highly qualified professionals and adequate structures
in direct and flexible ways;
- With regard to DNFC's organizational system and control in the
developmental phase, NORFIN will be involved directly in the drafting
of medium- and long-term operating plans, researching and preparing
administration and accounting packages, implementing the EDP system,
starting up an adequate management control system, and through its
own top management, also in their capacity as DNFC Manager,
negotiations with Italian and foreign companies with the aim of
developing joint research projects, to enhance the value of DNFC
products currently in the experimental phase, and identifying
possible strategic partners with which to start larger scale
projects.
WHEREAS ALL OF THE ABOVE
The parties agree and stipulate as follows:
1) PREAMBLE
The preamble is an integral part of this agreement.
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2) OBJECTIVE
-NORFIN offers to DNFC which, as represented, accepts, the supply of the
following corporate assistance and cooperation services in economic,
accounting, finance, organization, and management in general, commercial, tax,
legal, and precisely
ASSISTANCE ACTIVITIES
(1) in the statistical analysis and processing of budgets and final
balances;
(2) in financial matters concerning the use of cash (liquidity) or
obtaining funds, both in national and foreign currency, and the
currency management involved in futures and spot receipts and
payments;
(3) in negotiations with Italian and foreign companies to develop
strategic projects as per the preamble;
(4) in organizing, training, labor relations, selecting human resources,
analyzing the function of structures and defining proposals for
intervention;
(5) in the negotiating phase, negotiating and stipulating business
contracts, in particular the financial, insurance and financing
aspects thereof;
(6) in tax matters concerning correct application of current laws;
(7) in corporate matters with special attention to legal compliance;
(8) in accounting operations and procedures, in the processing and study
of accounting and administrative data;
TERMS
For supplying the referenced services, DNFC pledges to supply NORFIN with the
technical information, to transfer data and experience, and the technical and
documentary information necessary or useful for NORFIN to conduct the activity.
3) SPECIALIZED PERSONNEL
In performing its assistance activity, where it becomes necessary or also at
DNFC's request, NORFIN may send its own specialized personnel to perform
individual services.
As required, this personnel, together with DNFC executives, may engage in
dealings with authorities, companies and credit institutions, and take part in
negotiations for contractual, economic, and financial conditions.
To perform the assistance service, where necessary or on DNFC's request, NORFIN
may also use outside professionals, billing DNFC for the cost thereof.
2
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The personnel used by NORFIN to perform individual services shall act in
compliance with the needs and objectives pursued by DNFC, exercising technical
and professional discretion, without obligation of subordination.
4) TERM
This agreement nullifies and replaces any previous agreements between the
parties.
This agreement shall take effect on 1/1/00 and shall end on 12/31/00. At
expiration, it will be considered automatically renewed for an additional
period of one year, and so forth, unless prior notice of 60 days is given by
registered letter.
5) COMPENSATION
As compensation for the services as per point 2, DNFC shall pay to NORFIN the
considerations specified in the attached table "A," quarterly, deferred,
against submission of invoice by direct delivery; this table shall be updated
by NORFIN periodically based on changes in its personnel engaged in providing
assistance to DNFC.
Every other tax burden/charge shall be borne exclusively by DNFC.
NORFIN shall be reimbursed for any transfers of NORFIN personnel made by DNFC
using the same rates and procedures as above; to the thus-determined
considerations will be added any out-of-pocket expenses incurred
(transportation, room and board), upon submission to and approval by DNFC of
the relative expense documents.
6) TERMINATION
This contract may be terminated by both parties within the limits established
by law by 60 days advance notice in writing.
7) COSTS
The costs of this contract, attached and consequential, are to be borne
exclusively by DNFC.
Milan, January 10, 2000
NORFIN S.P.A. DE NORA FUEL CELLS S.P.A.
/s/ Mauro Saponelli /s/ Michele Tettamanti
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Mauro Saponelli Michele Tettamanti
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Attachment "A"
COMPENSATION
TOP MANAGEMENT PERSONNEL 3,000,000 lire/day
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(Saponelli)
MANAGEMENT PERSONNEL 1,500,000 lire/day
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(Ferrari)
SPECIALIZED PERSONNEL 1,000,000 lire/day
--------------------------
(Fazzoletti)
QUALIFIED PERSONNEL Lire 600,000 lire/day
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(other NORFIN personnel)
Milan, January 10, 2000
NORFIN S.P.A. DE NORA FUEL CELLS S.P.A.
/s/ Mauro Saponelli /s/ Michele Tettamanti
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Mauro Saponelli Michele Tettamanti
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