EXHIBIT 10.9
COOPERATION AND SERVICE SUPPLY AGREEMENT
DE NORA ELETTRODI S.p.A., with headquarters in Milan, Via dei Canzi, 1, capital
stock 33,500,000,000 lire, registered in the Corporate Register with CCIAA,
Milan, as no. 117453/2000, in the person of its Managing Director and President
Mr. Renato Gazzaniga (company hereinafter DE for the sake of brevity)
AND
NUVERA FUEL CELLS S.P.A., with headquarters in Milan, Via Bistolfi, 35, capital
stock 400,000,000 lire, registered in the Corporate Register with CCIAA, Milan,
as no. 208344/1999, in the person of its President Dr. Michele Tettamanti
(company hereinafter FUEL CELLS for the sake of brevity)
WHEREAS
- FUEL CELLS has an organizational structure still in the start-up
phase;
- It is in the companies' common interest, belonging to the same
"Oronzio de Nora" group, to centralize certain services, in order to
realize cost savings;
WHEREAS ALL OF THE ABOVE
The parties agree and stipulate as follows:
1) PREAMBLE
The preamble is an integral part of this agreement.
2) OBJECTIVE OF ASSISTANCE ACTIVITY
DN offers to FUEL CELLS which, as represented, accepts, the following
assistance and cooperation services:
a) Within the scope of production activities for manpower services
relating to packing and workshop odd jobs;
b) In import/export activities, in particular for the application and
management of authorization for temps, keeping operations records and
preparing additional internal and external documentation;
3) PROCEDURE
For supplying the referenced services, FUEL CELLS pledges to supply DE with the
information necessary for DE to conduct the service activity.
<PAGE>
4) SPECIALISTS
In performing its assistance activity, where it becomes necessary or also at
DE's request, FUEL CELLS may send its own specialists to perform individual
services.
The personnel used by DE in performing individual services shall act in
compliance with the needs and objectives pursued by FUEL CELLS, exercising
technical and professional discretion, without obligation of subordination.
5) TERM
This agreement shall take effect on May 8, 2000 and shall end on 12/31/00.
At maturity, it will be considered automatically renewed for an additional
period of one year, and so forth, unless prior notice of 30 days is given by
registered letter.
6) CONSIDERATION
As compensation for the services as per art. 2 of this agreement, FUEL CELLS
shall pay to DE the following amounts:
6.1) for the activities as per 2a) above:
a) 60 Euros for each hour of work (regular or overtime) performed at the
DE or FUEL CELLS headquarters; use of packing materials and tools
will be charged at cost plus 10%;
b) 350 Euros for each day of work outside the headquarters, including
overtime.
These amounts do not include out-of-pockets expenses (room and board,
transportation), which will be reimbursed upon submission and approval by FUEL
CELLS of the relevant documentation.
6.2) for the activities as per 2 b) above, a flat rate of 200,000 lire per
operation; this amount does not include customs duties for imports, the cost of
customs declarations for issuing customs entry, the costs of specific ad hoc
consultancies by the shippers/carriers or shipping costs of any kind whatever.
The amounts as per 6.1) and 6.2) above shall be paid by FUEL CELLS on a monthly
basis, deferred, upon submission of invoice via direct delivery and analytical
documentation of the activity performed by DE. Every other tax charge shall be
borne entirely by FUEL CELLS.
7) TERMINATION
<PAGE>
This contract may be terminated by both parties within the limits established
by law with 60 days advance notice in writing.
8) COSTS
The costs of this contract, attached and consequential, are to be borne
exclusively by FUEL CELLS.
Milan, May 20, 2000
DE NORA ELETTRODI S.P.A. NUVERA FUEL CELLS S.P.A.
/s/ Renato Gazzaniga /s/ Michele Tettamanti
-------------------------- --------------------------
Renato Gazzaniga Michele Tettamanti
