Exhibit (10)(e)
STRATEGIC ALLIANCE AGREEMENT
The purpose of this agreement is to outline the understanding between BAUER
HOWDEN, INC. (BAUER) of Avon, Connecticut and STARTECH ENVIRONMENTAL CORPORATION
(STARTECH) of Wilton, Connecticut in entering into a mutually beneficial
strategic alliance which will exist between the parties to include but not be
limited to providing product development, engineering, work in process inventory
financing, manufacturing, marketing assistance and field support services of
Plasma Waste Converter (PWC) Systems. Our understanding is as follows:
A. STARTECH agrees to engage BAUER as its exclusive manufacturer for PWC Systems
(except for preexisting agreement between STARTECH and Trican of Brantford,
Ontario).
B. BAUER agrees to produce th4e PWC Systems for STARTECH in accordance with
specifications, standards and drawings developed in conjunction with STARTECH
and by employing good industrial manufacturing processes.
C. Startech agrees to engage BAUER to provide engineering design and drafting
services for PWC Systems as required to develop manufacturing drawings and
incorporate customer application specific requirements on a time and material
basis.
D. BAUER agrees to apply engineering services to design PWC Systems in
cooperation with STARTECH, in accordance with good standard engineering
practices and subject to STARTECH approval.
E. BAUER agrees to produce the PWC Systems for fixed prices which will be quoted
and are agreeable to STARECH.
F. BAUER and STARTECH will work diligently to minimize component and
manufacturing costs.
G. BAUER and STARTECH agree that payments to BAUER for work performed will be
structured to be consistent to the extend possible with payment terms
STARTECH will have its customer, but that all payments to BAUER will be made
no later than within 30 days of acceptance of the equipment by STARTECH at
BAUER's facility.
H. BAUER will maintain all design and manufacturing records relating to items
designed and manufactured for STARTECH, even of BAUER's own origination and
authorship, for the sole benefit of STARTECH.
I. BAUER will manage the product line design to maximize standardization, while
accommodating options necessary to meet customer application specific
requirements.
J. BAUER agrees to provide space for a PWC demonstration system which may also
be used in BAUER's facility for waste conversion and gas fuel production.
<PAGE>
K. This Agreement shall give BAUER no rights, expressed or implied, in the
products, technology, and business of STARTECH.
L. All improvements, inventions and innovations produced by BAUER that are
directly related to any of the STARTECH items being produced by BAUER for
STARTECH are the exclusive property of STARTECH.
M. BAUER will welcome visitors brought by STARTECH for the purpose of touring
the operation, viewing the production process and witnessing PWC Systems
operation.
N. STARTECH recognizes BAUER as a non-exclusive representative/distributor for
marketing PWC Systems to markets which BAUER may have access. Compensation to
BAUER for PWC Systems sales or sales lead referrals will be by mutual
agreement of parties and will be determined on a case4 by case basis.
O. BAUER has capabilities to provide field service support including
installation, start up and troubleshooting of PWC Systems and these services
will be provided to STARTECH on a contract basis.
P. BAUER recognizes its obligations as set forth in the Non-disclosure Agreement
it has signed with STARTECH.
Q. The initial term of the Agreement is five (5) years, renewable at that time
based on mutual agreement of the parties.
R. This Agreement may be canceled by either party in the event of a liquidation
or bankruptcy of the other.
S. Any disputes arising in relation to this Agreement will be resolved by
Arbitration in a Connecticut venue.
T. The parties by mutual agreement may from time to time amend this Agreement to
reflect changes which will occur as our relationship develops and in response
to business conditions.
Agreed to by: Date:
---------------------------------- ----------------------
Louis J. Auletta, Jr.,
President, Bauer Howden, Inc.
Agreed to by: Date:
----------------------------------- ----------------------
Joseph F. Longo, President,
STARTECH Environmental Corp.
