Exhibit (10)(j)
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.
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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
in Article 2 above, and the default is not cured within sixty (60) days of
the notice or default, Startech shall solicit completion of such
performance from an outside source and give immediate written notice to the
Strategic Alliance Partner of such action. If the unpaid balance of the
Services Fees under Article 2 paragraph 2.1 exceeds the cost of completing
such performance made necessary by the default, then the Strategic Alliance
Partner shall pay the balance to Startech. This obligation of payment shall
survive the termination of this Agreement.
4.3 This Agreement shall terminate upon written notice by either Party within
ninety (90) days of the date on which:
4.3.1 voluntary proceedings in bankruptcy or under any insolvency law or
law for the relief of debtors are instituted by the other Party;
4.3.2 the other Party makes an assignment for the benefit of creditors;
4.3.3 the other Party flies a petition for dissolution or corporate
reorganization; 4.3.4 an involuntary petition under any bankruptcy or
Insolvency law is filed against the other Party unless such petition
is dismissed or set aside within sixty (60) days from the date of its
filing;
4.3.5 a receiver or trustee is appointed for the other Party unless such
appointment is dismissed or set aside within sixty (60) days from the
date of such appointment; or
4.3.6 In the event the other Party materially breaches this Agreement
without cure of such breach within thirty (30) days prior written
notice thereof.
ARTICLE 5 INSURANCE
5.1 Both Parties shall purchase insurance from and maintain in a company or
companies lawfully authorized to do business in the jurisdictions in which the
PROJECT is located that will protect itself from claims set forth below which
may arise out of or result from the Party's respective services, products,
resources, and/or designs provided and produced under this Agreement and for
which the Party may be legally liable, whether such services be by the Party, or
a consultant or subcontractor to the Party or by anyone directly or indirectly
employed by the Party, or by anyone for whose acts the Party may be liable:
5.1.1 claims under workman's compensation, disability benefit and other
similar employee benefit acts, which are applicable to the services
to be performed or products to be delivered;
5.1.2 claims for damages because of bodily injury, occupational sickness or
disease, or death of the Party's employees;
5.1.3 claims for damages because of bodily injury, sickness or disease or
death of any person other than the Strategic Alliance Partner's
employees;
5.1.4 claims for damages insured by usual personal injury liability
coverage which are sustained by a person as a result of an offense
directly or indirectly related to the employment of such person by
either Party, or by another person;
5.1.5 claims for damages because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
5.1.6 claims for damages because of bodily injury, death or a person or
property damage arising out of ownership, maintenance or use of a
motor vehicle;
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5.1.7 claims for damages valuable papers, such as the PROJECT Agreement,
design, engineering, specifications, construction documents
marketing and business documents, financial aid and tax data, and
all other valuable papers, including electronic data transfers,
needed to fulfill obligations hereunder;
5.1.8 claims for damages arising out of the Party's negligent acts, errors
or omissions in the performance of services, or in the design of
specific products delivered hereunder;
5.1.9 claims for loss of the products delivered and used in the execution
of the projects hereunder;
5.1.10 claims for non-performance for maintenance and group relamping and
retrofit services delivered hereunder requiring a performance bond.
5.2 The insurance required hereunder shall be written for not less than the
limits of liability required by law or as agreed to in writing by both
Parties, which ever is greater. Such insurance coverage, with exception of
paragraph 6.8.1 herein, whether written on an occurrence or claims-made
basis, shall be maintained without interruption from the date hereof or for
any services performed or products delivered hereunder which ever is
earlier, until services required of the Strategic Alliance Partner have
been completed. Both Parties shall maintain the coverage required in
paragraph 5.1.8 for three years following the date of the execution of the
last PROJECT agreement or the termination of this Agreement whichever
occurs last.
5.3 Certificates of Insurance shall be filed with each Party as applicable
before the commencement of the Strategic Alliance Partner's services
hereunder. The certificates and the insurance policies required by this
Article 6 shall contain provisions listing both Parties as additional named
insured and stating that such insurance coverage under the policies will
not be canceled or non-renewed until at least thirty days prior written
notice is given to the other Party. Insurance coverage shall include waiver
of subrogation. If the Strategic Alliance Partner reduces the limit of
liability cartiability carried on the Insurance coverage required by
paragraph 5.1.8, the Strategic Alliance Partner shall give thirty (30) days
prior written notice to Startech.
ARTICLE 6 DISPUTE RESOLUTION
6.1 Claims, disputes or other matters in question between the Parties arising
out of or relating to this Agreement or a breach thereof which are not
resolved by negotiation between the Parties shall be subject to and decided
first by mediation and if not resolved by mediation then by arbitration in
accordance with the Mediation and Arbitration Rules of the American
Arbitration Association currently in effect.
6.2 A demand for mediation, and if necessary then for arbitration, shall be
filed in writing by the demanding Party with the other Party hereto and to
the American Arbitration Association. Such demands shall be made in writing
within a reasonable time after the claim, dispute or other matter in
question arises. In no event shall such demands be made after the date when
the institution of legal, equitable (or arbitration if applicable)
proceedings as provided herein based on such claim, dispute or other matter
in question would be barred by the applicable statue of limitations.
6.3 Arbitration hereunder may be joined with an arbitration involving common
issues of law or fact between the Parties and any person or company with
which a Party hereto has a contractual obligation to arbitrate disputes. No
other arbitration arising out of or relating to this Agreement shall
include by consolidation, joinder or in any other manner an additional
person or company not a party hereto other by written consent containing a
specific reference to this Agreement signed by the Parties and any other
person or company sought to be joined. Consent to arbitration involving an
additional person or company sought to be joined. Consent to arbitration
involving an additional person or company shall not constitute consent to
arbitration of any claim, dispute or other matter in question not described
in the written consent or with a person or company not named nor described
therein. The foregoing agreement to arbitration and other agreement to
arbitrate with an additional person or company consented to by the Parties
shall be specifically enforceable in accord with the applicable law in any
court having competent jurisdiction thereof.
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6.4 The award rendered by the arbitrators shall be final, binding, and
non-appealable upon the Parties and any additional person or company
consented to by the Parties. Final judgment may be entered upon the
arbitration award in accordance with the applicable law in any court having
competent jurisdiction thereof.
ARTICLE 7 INDEMNIFICATION
7.1 Not withstanding any provision herein to the contrary, the financial
obligation of a Party hereto for liability arising from any intentional or
negligent act, error or omission or breach of this Agreement or the
execution of applicable PROJECT agreements in providing services or
products on the projects shall be in that proportion such Party caused such
liability, as compared to the percentage caused by any other entity.
ARTICLE 8 DOCUMENTS
8.1 Intellectual property, engineering designs, drawings, specifications,
literature, visual presentations and other instruments of service prepared
by the Strategic Alliance Partner pursuant to this Agreement shall be
copyrighted in the name of the Strategic Alliance Partner. The Strategic
Alliance Partner shall have the rights and be entitled to prepare documents
for other projects based on documents prepared under this Agreement. The
Strategic Alliance Partner shall not assign nor transfer any copyright
interest, permit reproduction of this Agreement, or condone infringement of
the copyright by others. The Strategic Alliance Partner shall grant a
royalty fee license to Startech to use Instruments of Service prepared by
the Strategic Alliance Partner solely for a PROJECT.
8.2 "Copyright by Skidmore, Owings & Merrill, LLP, Anyone coming into
possession of this copyrighted material other than by specific
written agreement by Skidmore, Owings & Merrill, LLP, is hereby
warned that use of such material in any way without the written
consent of Skidmore. Owings & Merrill, LLP is a violation of United
States copyright law, and the user may be liable to Skidmore,
Owings & Merrill LLP for damage or other remedies."
8.2 If instruments of Service such as intellectual property, including
engineering designs, drawings, specifications, literature, and visual
presentations are prepared specifically for this Agreement by consultants
to the Strategic Alliance Partner such documents shall be copyrighted to
the Strategic Alliance Partner as "works made for hire" under the
conditions of this Agreement. All agreements with consultants to the
Strategic Alliance Partner shall include such a provision.
ARTICLE 9 CONFIDENTIAL INFORMATION/ NON-COMPETITION
9.1 Each Party hereto may disclose to the other Party Confidential Information
during the Term of this Agreement. The term Confidential Information shall
mean without limitation, any PROJECT documents, disclosure of discoveries,
ideas, concepts, designs, drawings, procedures, trade secrets, know-how,
processes, sources of services/ supplies, techniques, models, data
programs, material requirement, business plans, marketing plans, customers
and prices/ future plans. Confidential information, which is disclosed
orally, shall be followed by a written statement that the oral disclosure
is confidential. Confidential information disclosed in writing shall be
marked "Confidential" and contain the owner's name with the stamping.
The Party receiving the Confidential Information agrees that it will treat
such Confidential Information in the same manner as it treats its own
confidential information for assuring against its disclosure unless and
until it fails within one of the exceptions listed below. The receiving
Party further agrees not to distribute, disclose or disseminate the
Confidential Information to anyone except its employees or consultants who
have a need to know.
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The obligations imposed for confidentiality herein shall not apply to
Confidential Information:
9.1.1 which becomes available to the public through no wrongful act of the
receiving entity; or
9.1.2 which is published prior to the date hereof; or
9.1.3 which is received from a third party without restriction and without
breach of this Agreement; or
9.1.4 which is independently developed by the receiving Party; or
9.1.5 which is required for the Parties to complete their services, or
9.1.6 which is disclosed by operation of law; or
9.1.7 three years from the date first written above or at the termination of
this Agreement, whichever occurs last.
ARTICLE 10 MISCELLANEOUS
10.1 Written notice required to be given herein between the Parties shall be
deemed received if sent by pre-paid certified mail at the address first
written above for each of the Parties. Any of the Parties may change its
address for receiving written notice in accordance with this procedure for
giving written notice herein.
10.2 Neither of the Parties hereto shall assign this Agreement without the
written consent of the other which consent will not be unreasonably
withheld. A change in the Strategic Alliance Partner's membership of one
or more partners shall not constitute an assignment.
10.3 This Agreement shall be interpreted, construed and governed by the laws of
the State of xxxx for contracts to be made therein.
10.4 The Parties hereto bind themselves, their parent company, successors,
assigns and legal representatives with respect to all Covenants of this
Agreement.
10.5 This Agreement and the documents referenced herein represent the entire
integrated Agreement between the Parties. This Agreement may be amended
only by a written instrument signed by each of the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
written above.
STARTECH ENVIRONMENTAL CORP. SKIDMORE, OWINGS & MERRILL LLP
BY:......................... BY:............................
NAME/TITLE NAME/TITLE
BY:......................... BY:............................
NAME/TITLE NAME/TITLE
