Exhibit 10.15
MEMORANDUM OF UNDERSTANDING
FOR A
NON-EXCLUSIVE LICENSE MARKETING AGREEMENT
FOR THE
CONVERSION OF NATURAL GAS TO GAS TO LIQUID
FACILITIES
WORLD WIDE
This Agreement, made effective as of the 20th day of January 2000, by
and between Xxxxxx Engineering U.K. Limited (hereinafter referred to as
"Company"), a corporation organized and existing under the laws of the
United Kingdom, and Rentech, Inc. (hereinafter referred to as
"Enterprise"), a corporation organized and existing under the laws of
the State of Colorado. For the purposes of this Agreement, Company and
Enterprise are individually referred to as "Party" and collectively as
the "Parties".
WITNESSETH:
WHEREAS, Company currently has an advanced position through many
experiences and stored know-how in the engineering and construction of
synthesis gas processing projects related to the oil and gas industry,
WHEREAS, Enterprise has developed a synthesis gas-to-liquids process
incorporating Xxxxxxx-Tropsch technology (hereinafter referred to as
"F-T") with a slurry reaction bed and an iron-based catalyst known as
the Rentech gas-to-liquids technology (hereinafter referred to as
"Rentech GTL Technology"). The Rentech GTL Technology is useful for
converting carbon-bearing gases into various liquid hydrocarbons such
as synthetic diesel fuel, naphtha, wax, and other liquid hydrocarbon
products; and
WHEREAS, Enterprise and Company desire to set out more fully their
agreements and the principles under which their mutual objectives are
intended to be achieved.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained, the Parties do hereby agree as follows:
1. OBJECTIVES
The Parties agree to cooperate on a plan to provide license and
engineering services for natural gas facilities, including methanol and
ammonia facility retrofits, to gas to liquid facilities worldwide
(except as provided in paragraph 5) utilizing the Rentech GTL
Technology for the projects and customers. Company and/or its
affiliates shall provide design, procurement, construction, project
technical development and estimating services as may be required for a
specific project. Company will integrate the Rentech GTL Technology
into the overall project process, if the overall project process
extends beyond the Rentech GTL Technology. Enterprise will provide the
Rentech GTL Technology under its patents including the Rentech F-T unit
design and specifications.
2. PATENT INDEMNITY
The Enterprise shall defend, indemnify and hold the Company harmless
from and against any claims which may arise for actual or alleged
infringement of patents, copyrights or other intellectual property
rights with respect to the Rentech GTL Technology.
3. MARKETING
The Parties will jointly market their combined capabilities to potential
customers; however, neither Party shall have the authority nor shall it
represent itself as having the authority to bind or otherwise commit the
other Party to any obligation or commitment with a third party. The
Parties shall continue to refine the details of their respective scopes
of work as well as delineate the requirements, nature and details of any
necessary agreements to be executed between the Parties for the
performance of a specific project including but not limited to licensing
agreements, consortium agreements and/or construction contracts or
subcontracts.
4. BUSINESS RELATIONSHIP
Notwithstanding any over provisions of this Agreement, nothing contained
herein is intended or shall be deemed or construed as creating a
partnership, joint venture or any other legal entity between the
Parties nor any ongoing or continuing relationship or commitment
between them except as specifically provided herein.
5. EXCLUSIVITY
When the Company receives an enquiry from a customer to employ the
Rentech GTL Technology, it shall notify the Enterprise. The Parties
shall then jointly consider each such opportunity. On a case by case
basis the Parties shall agree which projects involving the Rentech GTL
Technology to jointly pursue, except that the Company shall have no
involvement in projects where: (i) the customer has selected another
specific engineering firm (ii) the customer is another engineering
firm representing the customer, (iii) the customer is Texaco Energy
Systems, Inc., its licensee, an affiliate of Texaco Energy Systems,
Inc. or its affiliate's licensee; (iv) or the Rentech GTL Technology
would be used in Brazil or India. The Parties shall cause such agreed
projects to be added by name to Exhibit "A," attached hereto and by
this reference made a part hereof. The two potential customers
presently identified on Exhibit "A" have expressly rejected Dresser
Engineering Company as their engineering contractor and have
affirmatively selected the Company for that purpose. During the term
of this Agreement, the Parties shall have an exclusive relationship
with each other as to the qualified customers identified on Exhibit
"A," and neither Enterprise nor Company will in any way pursue or
perform any aspect of a project listed on Exhibit "A" except as
provided under the terms and conditions of this Agreement, either
directly or indirectly, by way of a partnership, consortium, joint
venture, or subcontract, except (i) with the express written consent
of the other Party which shall not be unreasonably withheld, and/or
(ii) the customer for a specific project determines that one of the
Parties is unacceptable
6. TECHNOLOGY LICENSE
The Enterprise will negotiate in good faith with potential customers
identified on Exhibit "A" as to the terms of a license agreement for
use of the Rentech GTL Technology for each specific project listed in
Exhibit "A." If mutually acceptable terms are agreed upon between the
Enterprise and the customer, the Enterprise will provide a Rentech GTL
Technology license for the project. The Company will share in the
Royalty under the negotiated license on a split of 80% to Enterprise
and 20% to Company to recognize the marketing costs associated with
this agreement
7. DURATION
This Agreement shall be effective until the earlier of (i) thirty six
(36) months from the date hereof, or (ii) upon six (6) months written
notice from Company or Enterprise. After termination of this
Agreement, either Party shall be free from any obligation or liability
to the other Party except for the obligations referred to in Article 2
and Article 9 and obligations set forth in specific project agreements
prior to termination, all of which survive the term of this Agreement
8. ASSIGNMENT
Neither Party shall transfer or assign any of its rights, liabilities,
or obligations under this Agreement without the express written consent
of the over Party, other than to one of its subsidiary or affiliated
companies; provided, however, that the assigning Party shall not be
relieved of any of its obligations under Articles 5 and 9 hereof.
9. EXPENSES
Except as may be otherwise agreed to in writing each Party shall be
responsible for and bear its own costs and expenses incurred in
connection with the performance of its obligations under this
Agreement.
10. CONFIDENTIALITY
The Parties shall hold in confidence, and shall use only for the
purposes of this Agreement, any and all Proprietary Information until
five (5) years after completion or earlier termination of this
Agreement pursuant to its terms. For the purposes of this clause, the
term "Proprietary Information" shall mean all information, which the
Parties, directly or indirectly, acquire each from the other, excluding
information falling into any of the following categories;
(a) Information which, at the time of disclosure hereunder, is in the
public domain;
(b) Information which, after disclosure hereunder, enters the public
domain other than by breach of this Agreement;
(c) Information, other than that obtained from third Parties, which,
prior to disclosure hereunder, was already in the recipient's
possession, either without limitation on disclosure to others or
subsequently becoming free of such limitation;
(d) Information obtained by the recipient from a third party having
an independent right to disclose this information; and
(e) Information which is made available through discovery by
independent research without use of or access to the information
acquired from the other Party.
Disclosures which are specific (e.g., as to operating conditions and the
like) shall not be deepened to be within the forgoing exceptions merely
because they are embraced by general disclosures available to the
general public or in Receiving Party's possession. Additionally, any
combination of features shall not be deemed to be within the foregoing
exceptions merely because the individual features are available to the
general public or in the Receiving Party's possession unless the
combination itself and its principle of operation are available to the
general public or in Receiving Party's possession. Each Party's
obligation to the other Party with respect to Proprietary Information
shall be deemed to be fully performed if that Party observes, with
respect thereto, the same safeguards and precautions which that Party
observes with respect to that Party's own Proprietary Information of
the same or similar kind.
11. CONSEQUENTIAL DAMAGES
Except as provided under Article 2, in no event shall either Party be
liable to the other, whether arising under contract, tort (including
negligence), strict liability, or otherwise, for loss of anticipated
profits or revenue, loss of use of capital, downtime of facilities,
loss of business reputation or opportunities, cost of money, or for any
special, indirect, incidental, consequential or exemplary loss or
damage of any nature arising at any time from any cause whatsoever,
even if such loss or damage is caused by the negligence, in whole or in
part, strict liability or other legal fault of the Party released
hereunder.
12. APPLICABLE LAW AND ARBITRATION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF COLORADO, (WITHOUT REGARD TO CONFLICTS OF LAW).
ALL SUITS, ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS
AGREEMENT ("RELATED PROCEEDINGS") SHALL BE BROUGHT IN A COURT OF
COMPETENT JURISDICTION LOCATED IN DENVER COUNTY, COLORADO, EACH OF
WHICH COURTS SHALL BE AN APPROPRIATE FORUM FOR ALL SUCH RELATED
PROCEEDINGS. EACH PARTY HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE JURISDICTION OF ANY SUCH COURT OVER, OR THE
LAYING OF VENUE IN ANY SUCH COURT OF ANY SUCH RELATED PROCEEDINGS
13. COMPLIANCE
Each Party agrees to comply strictly with all applicable laws,
regulations and orders of the United States and all foreign
jurisdictions. Each Party hereby acknowledges and agrees that certain
laws of the United States, including the Foreign Corrupt Practices Act,
15 (U.S.C. Sections 78dd-1 et seq., prohibit any person subject to the
jurisdiction of the United States from making any payment of money or
anything of value, directly or indirectly, to any foreign government
official, foreign political party, or candidate for foreign political
office for the purpose of obtaining or retraining business. Each Party
hereby represents and warrants that, in the performance of its
obligations hereunder, it has not made, and will not make, any such
proscribed payment. Each Party shall indemnify and hold the over Party
and its affiliates, officers, directors, agents and employees harness
against any and all claims, losses and liabilities attributable to any
breach of this provision.
14. MISCELLANEOUS
This Agreement contains every obligation and understanding between the
Parties relating to the subject matter hereof and merges all prior
discussions, negotiations and agreements, if any, between them, and
neither of the Parties shall be bound by any conditions, definitions,
understandings, warranties or representations relating to the subject
matter hereof other than as expressly provided for or referred to in
this Agreement. This Agreement can be amended only by written
instrument properly executed by the Parties; any purported amendment
not in writing and properly executed shall be null, void and of no
effect.
Without intending to exclude other provisions of this Agreement that by
their nature may so survive, the provisions of Article 8 shall survive
any completion or earlier termination of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date hereinabove first stated
RENTECH, INC. Xxxxxx Engineering U.K. Limited
/s/ Xxxxxx X. Xxxxxxxx ./s/ Xxxx Nuloehler
By: By:
----------------------------- -------------------------------
Its: President Group Vice President
EXHIBIT A
LIST OF PROJECTS
1. Name Feasibility Study (Targeted)
Description Partial or total conversion to FT liquids
2. Name Feasibility Study (Targeted)
Description Natural Gas to Liquids Project
