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Exhibit 10.15
SHARED SERVICES AGREEMENT
THIS SHARED SERVICES AGREEMENT, dated as of April 27, 1996, between
Lockheed Xxxxxx Tactical Defense Systems - Akron, a division of Lockheed Xxxxxx
Corporation, a Maryland corporation located at 0000 Xxxxxxxxx Xxxx, Xxxxx, Xxxx
00000 ("Lockheed Xxxxxx") and Aircraft Braking Systems Corporation, a Delaware
corporation located at 0000 Xxxxxxxxx Xxxx, Xxxxx, Xxxx 00000 ("ABSC").
W I T N E S S E T H
WHEREAS, Lockheed Xxxxxx has provided certain services to ABSC and such
services will continue to be necessary in the ordinary course of ABSC's
business (such services hereinafter referred to as "Lockheed Xxxxxx Services")
and
WHEREAS, ABSC has provided certain services to Lockheed Xxxxxx and such
services will continue to be necessary in the ordinary course of Lockheed
Xxxxxx'x business (such services hereinafter referred to as "ABSC Services");
and
WHEREAS, Lockheed Xxxxxx and ABSC desire to enter into an agreement
providing the Shared Services to each other on terms which are mutually
acceptable to both Lockheed Xxxxxx and ABSC.
NOW, THEREFORE, Lockheed Xxxxxx and ABSC agree as follows:
Section 1. SHARED SERVICES
1.1 Lockheed Xxxxxx Services
Lockheed Xxxxxx shall provide ABSC with the Lockheed Xxxxxx
Services on the terms and conditions set forth in this Agreement. The Lockheed
Xxxxxx Services shall consist of the services listed on Exhibit A attached
hereto.
1.2 ABSC Services
ABSC shall provide Lockheed Xxxxxx with the ABSC Services on the
terms and conditions of this Agreement. The ABSC Services shall consist of the
services listed on Exhibit B attached hereto.
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1.3 Limitations on Obligations to Provide Shared Services
(a) The parties to this Agreement hereby agree that the Shared
Services which are to be provided pursuant to this Agreement shall not be deemed
to include any services not provided prior to the date of this Agreement;
provided, however, that either Lockheed Xxxxxx or ABSC may render services
beyond those which it is obligated to render hereunder on such terms and
conditions as may hereinafter be agreed to by Lockheed Xxxxxx and ABSC.
(b) All Shared Services hereunder will be provided in accordance
with the customary business practice of the party providing such service, and to
the extent and in substantially the same manner as provided prior to the date of
this Agreement, BUT WITHOUT REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER.
ALL GOODS AND SERVICES SUPPLIED HEREUNDER ARE SUPPLIED WITHOUT REPRESENTATION AS
TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Section 2. CONSIDERATION
2.1 Lockheed Xxxxxx Services
In consideration of the services enumerated in Section 1.1 of
this Agreement, ABSC agrees to pay to Lockheed Xxxxxx fees for such services at
the rates set forth in Exhibit A attached hereto.
2.2 ABSC Services
In consideration of the services enumerated in Section 1.2 of
this Agreement, Lockheed Xxxxxx agrees to pay to ABSC fees for such services at
the rates set forth in Exhibit B attached hereto.
2.3 Method of Payment
(a) Lockheed Xxxxxx shall xxxx ABSC for Lockheed Xxxxxx Services
in the manner specified in Exhibit A attached hereto. Such xxxx shall set forth,
in reasonable detail, all items and services provided or rendered by Lockheed
Xxxxxx to ABSC. ABSC shall remit payment for such Lockheed Xxxxxx Services to
Lockheed Xxxxxx in a manner specified in Exhibit A attached hereto.
(b) ABSC shall xxxx Lockheed Xxxxxx for ABSC Services in the
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manner specified in Exhibit B attached hereto. Such xxxx shall set forth, in
reasonable detail, all items and services provided or rendered by ABSC to
Lockheed Xxxxxx. Lockheed Xxxxxx shall remit payment for such ABSC Services to
ABSC in a manner specified in Exhibit B attached hereto.
Services 3 TERM
3.1 Term of Shared Services Agreement
This Agreement shall become effective on April 27, 1996 and shall
continue in effect until the close of business on April 26, 1998.
3.2 Termination of Party's Obligation to Provide Certain Shared
Services
(a) Except as set forth in Section 3.3(b) of this Agreement,
Lockheed Xxxxxx'x obligation to provide a service which constitutes one of the
Lockheed Xxxxxx Services shall terminate on April 26, 1998.
(b) Except as set forth in Section 3.3(a) of this Agreement,
ABSC's obligation to provide a service which constitutes one of the ABSC
Services shall terminate on April 26, 1998.
3.3 Termination of Party's Obligation to Purchase Certain Shared
Services
(a) Lockheed Xxxxxx shall have the right to terminate its
obligation to purchase any service which constitutes an ABSC Service enumerated
in Section 1.2 of this Agreement upon giving to ABSC the required notice as set
forth in Exhibit B.
(b) ABSC shall have the right to terminate its obligation to
purchase any service which constitutes a Lockheed Xxxxxx Service enumerated in
Section 1.1 of this Agreement upon giving to Lockheed Xxxxxx the required notice
as set forth in Exhibit A.
Section 4. INDEMNITY
(a) ABSC hereby assumes liability for, and hereby agrees to
hold Lockheed Xxxxxx and its affiliates and their respective directors,
officers and
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employees harmless from and against, and upon their demand pay or reimburse
them for, any and all losses, liabilities, obligations, damages, deficiencies,
interest, penalties, impositions, assessments, fines, costs and expenses
(hereinafter referred to as "Lockheed Xxxxxx Indemnified Losses"), in whole or
in part, resulting from, caused by, arising out of or attributable to the
services provided to ABSC hereunder, except for Lockheed Xxxxxx Indemnified
Losses arising out of the negligent acts or omissions of Lockheed Xxxxxx, its
agents, contractors or employees. The indemnities and assumption of liability
of this Section 4 shall continue in full force and effect notwithstanding the
termination of this Agreement, whether by expiration of time, by operation of
law or otherwise. Lockheed Xxxxxx shall give ABSC prompt notice of any Lockheed
Xxxxxx Indemnified Loss hereby indemnified against and ABSC shall be entitled
to control the defense thereof upon such notice.
(b) Lockheed Xxxxxx hereby assumes liability for, and hereby agrees to
hold ABSC and its respective affiliates and their respective directors,
officers and employees harmless from and against, and upon their demand pay or
reimburse them for, any and all losses, liabilities, obligations, damages,
deficiencies, interest, penalties, impositions, assessments, fines, costs and
expenses (hereinafter referred to as "ABSC Indemnified Losses"), in whole or in
part, resulting from, caused by, arising out of or attributable to services
provided to Lockheed Xxxxxx hereunder, except for ABSC Indemnified Losses
arising out of the negligent acts or omissions of ABSC, its agents, contractors
or employees. The indemnities and assumptions of liability of this Section 4
shall continue in full force and effective notwithstanding the termination of
this Agreement, whether by expiration of time, by operation of law or
otherwise. ABSC shall give Lockheed Xxxxxx prompt notice of any ABSC
Indemnified Loss hereby indemnified against, and Lockheed Xxxxxx shall be
entitled to control the defense thereof upon such notice.
(c) The provisions of this Section 4 shall survive any termination or
cancellation of this Agreement or the termination of the individual obligations
of Lockheed Xxxxxx and ABSC as set forth in Section 3 of this Agreement.
Section 5. VALLEY ASSOCIATION CORPORATION COSTS
Valley Association Corporation cost shall be shared by the parties hereto
as described in Exhibit C hereof.
Section 6. SEVERABILITY
Whenever possible, each provision of this Agreement shall be
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interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law such provision shall be made to conform to the law and
this Agreement shall continue in full force and effect.
Section 7. NOTICE
(a) Any notice from one party to the other shall be in writing and shall
be deemed to have been duly given, (i) if delivered personally, when delivered
personally (ii), if mailed, on the third business day after such notice has been
deposited in the United States certified mail, postage prepaid and (iii) if by
overnight courier, on the next business day after such notice has been deposited
with such overnight courier.
(b) Any notice referred to in paragraph (a) of this Section 6 shall be
addressed to the parties set forth in the Preamble to this Agreement, provided,
however, that any such notice specifying a new address for such party sending
the notice (a "Change of Address Notice") shall be deemed proper notification
of such party's new address.
Section 8. SUCCESSORS
This Agreement shall be binding upon and shall inure to the benefit of
Lockheed Xxxxxx and ABSC and their respective successors and assigns.
Section 9. GOVERNING LAW
This agreement shall be governed and construed in accordance with the
laws of the State of Ohio; provided, however, that the parties shall be
entitled to any and all rights conferred by any applicable federal statue, rule
or regulation.
Section 10. ASSIGNMENT
This Agreement may not be assigned by either Lockheed Xxxxxx or ABSC
without the prior written consent of the other party. Any attempted assignment
in violation of this Section 9 shall be void ab initio.
Section 11. CONFIDENTIAL AND PROPRIETARY INFORMATION
Neither party, its officers, agents and employees (such party, its
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officers, agents and employees hereinafter referred to as a "Receiving
Party") shall, without the prior approval of an authorized representative of
the other party (such other party hereinafter referred to as a "Disclosing
Party"), disclose in any manner to any person, firm, corporation or entity, any
confidential or proprietary information of the Disclosing Party furnished to or
acquired by the Receiving Party under the provisions of this Agreement except
that a Receiving Party may disclose such confidential or proprietary
information (i) to its agents, representatives and employees as if necessary to
provide the services hereunder, provided, however, that such agents,
representatives and employees be advised of this Agreement and agree to be bound
by the terms of this Agreement, and (ii) as required by applicable law. The
provisions of this clause shall survive any termination or cancellation of this
entire Agreement or the termination of the individual obligations or Lockheed
Xxxxxx and ABSC as set forth in Section 3 of this Agreement.
Section 12. LIMITATION OF DAMAGES
Neither party shall be liable to the other for any special,
incidental or consequential damages arising out of the performance or
non-performance of obligations under this Agreement or the provision of, or
failure to provide, services hereunder.
Section 13. MISCELLANEOUS
(a) Section Headings. Section headings in this Agreement are
for convenience only and shall not be deemed to alter or affect any provision
hereof.
(b) Entire Agreement; Modification. This Agreement contains the
entire agreement between the parties hereto with respect to the transactions
contemplated herein and no representation, promise, inducement or statement of
intention relating to the transactions contemplated by this Agreement has been
made by any party which is not set forth in this Agreement. This Agreement
shall not be modified or amended except by an instrument in writing signed by
or on behalf of both parties hereto.
(c) Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officers to execute this Agreement as of the date set forth above.
LOCKHEED XXXXXX TACTICAL DEFENSE SYSTEMS - AKRON
a division of Lockheed Xxxxxx Corporation
BY: /s/ Xxxxxxx X. Xxxxxxx
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NAME: Xxxxxxx X. Xxxxxxx
TITLE: President, LMTDS - Akron
AIRCRAFT BRAKING SYSTEMS CORPORATION
BY: /s/ X.X. Xxxxxxxxxxx
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NAME: X.X. Xxxxxxxxxxx
TITLE: President K&F Industries Inc.
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