EXHIBIT 10.1
STRATEGIC COLLABORATION AGREEMENT
BETWEEN
CHEVRON ENERGY SOLUTIONS, LP
AND
SATCON TECHNOLOGY CORPORATION
Chevron Energy Solutions, LP ("CHEVRON ES"), 000 Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, XX 00000 and SatCon Technology Corporation ("SatCon"), 000 Xxxxx
Xxxxxx, Xxxxxxxxx XX 00000 (together the "Parties") agree to this strategic
collaboration arrangement ("Collaboration Agreement") dated January 23, 2002.
WHEREAS the intent of this Collaboration Agreement is to set forth flexible
parameters for CHEVRON ES and SatCon to work together on power quality or power
generation solutions from time to time.
WHEREAS CHEVRON ES and SatCon have determined that each Party has particular
skills and offers certain services that, when combined with the other Party's
skills and services, can deliver greater value and enhanced solutions to certain
potential customers than each can individually. The goal of this Collaboration
Agreement is to set forth the basis by which the Parties may jointly pursue and
develop solutions that leverage the core competencies and value propositions of
both entities.
It is anticipated that the Parties will work together in the manner described
below:
1. SatCon and CHEVRON ES will work together to build a case study or
"hypothetical pilot" (hereinafter "case study") to test in-plant power
quality or power generation concepts with the intention of using these
concepts as the building blocks for developing an integrated, bundled
in-plant power quality or power generation solution (which projects are
referred to hereinafter as a "PQ/G Project" or "PQ/G Solution"). At the
conclusion of the case study, the Parties may decide to jointly market the
PQ/G Solution to those customers that they specifically agree upon.
Furthermore, should the Parties pursue joint marketing efforts, the Parties
shall mutually agree in writing to the scope and parameters of the joint
marketing prior to the issuance of any press release, collateral material
creation and distribution or any other marketing or media activities
related to the Parties' joint activities under this Collaboration
Agreement. The parties shall mutually agree in writing prior to the press
release, collateral material creation and distribution or any other
marketing or media activities related to the Parties' joint activities
under this Collateral Agreement.
2. Each Party also may pursue any customer and market, develop and implement
energy-related projects of any kind independently and without the
involvement or participation of the other Party, and each Party recognizes
that the other Party
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may have current or future projects and/or relationships that may not be
subject to this Collaboration Agreement.
3. Either party may also offer to the other any PQ/G Project it believes would
be a suitable candidate for joint development and implementation under a
definitive project-specific agreement ("Project Agreement"). The offering
Party may designate such Project as "exclusive" such that, if the Parties
fail to enter into a Project Agreement with respect to such Project, and
provided the non-offering Party is not then in discussions with respect to
the Project, the non-offering Party will not directly or indirectly solicit
or enter into any arrangement to provide any services contemplated by this
Collaboration Agreement to or for the benefit of such Project customer for
a period of six months following the date on which the offering Party
declares (i) its intention to withdraw the PQ/G Project from consideration
for joint development and implementation, (ii) its intention to withdraw
from this Collaboration Agreement, or (iii) that negotiations for a PQ/G
Project Agreement have reached an impasse, whichever occurs earlier.
4. The terms and conditions for the development and implementation of a PQ/G
Project, and governing the relationship between the Parties, will be set
forth in a Project Agreement to be negotiated between the Parties. The
Project Agreement will address, among other matters, transaction structure,
financing, the Parties' scope and participation, sharing and recovery of
development costs incurred before (if any) and after execution of the
Project Agreement, and compensation.
5. Each Party shall be responsible for all of its costs incurred in connection
with this Collaboration Agreement, including its pre-development and
development costs incurred with respect to a solution as to which the
Parties do not enter into a Project Agreement, unless the Parties agree
otherwise.
6. The Parties contemplate that CHEVRON ES and SatCon will participate in the
"case study" in the following manner:
o Opportunity assessment and scope development
o Identification of solution engineering, building blocks and solution
elements including but not limited to risk assessment, construction
solutions, procurement, commissioning and interconnection
o Identification of communication and other software applications to
support the solution
o Identification of project licensing/permitting requirements and other
regulatory and legal issues
o Identification of operation and maintenance services
o Identification of measurement, monitoring and verification options
7. The parties also contemplate that in addition to any assistance CHEVRON ES
provides regarding the tasks set forth in paragraph 6 above, CHEVRON ES
will also provide:
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o A specific case study or past example from which the hypothetical
pilot will be developed
8. If CHEVRON ES independently enters into a contract to implement a PQ/G
Project, CHEVRON ES may provide SatCon the opportunity to be a
subcontractor to CHEVRON ES to provide services within SatCon's
capabilities. Should SatCon independently enter into a contract to
implement a PQ/G Project, SatCon may provide CHEVRON ES the opportunity to
be a subcontractor to SatCon to provide services within CHEVRON ES'
capabilities. The Parties may enter into a preferred supplier agreement
("supplier agreement") in anticipation of providing these services.
9. If the parties determine that it is in their best interest to execute a
supplier agreement then CHEVRON ES may, at its discretion, cooperate in the
marketing of SatCon's static and rotary UPS products and other products as
the parties may agree. The non-exclusive supplier agreement shall provide
CHEVRON ES with preferred pricing, delivery and access to SatCon's
application engineering resources for UPS products in return for CHEVRON ES
granting SatCon preferred supplier status for executed, mutually identified
PQ/G solutions agreements. It is agreed that prior to the execution of the
supplier agreement, both parties must mutually agree that they meet a
threshold level of being competitive in their area of participation. The
parties further agree that if they move forward with execution of the
supplier agreement, that it is their intent to negotiate in good faith the
terms of such agreement within six (6) months of the date of this
Collaboration Agreement. However, if the agreement is not executed within
that timeframe, the parties may continue negotiations or may determined not
to go forward with such an agreement at that time.
10. This Collaboration Agreement will commence immediately upon its execution
by the Parties and will remain in effect one (1) year from the date of
execution, unless terminated earlier by either party on written notice. On
about June 30, 2002, the parties will review and assess the success of
their activities under the Collaboration Agreement, and make any changes or
modifications they deem appropriate, which may include restructuring or
terminating the relationship.
11. During the term of this Collaboration Agreement the Parties agree not to
solicit directly or indirectly any employees of the other Party to
terminate their employment.
12. Under no circumstances will either Party be liable to the other for any
claims, losses or damages of any kind or nature and under any theory of
liability. Each party agrees to indemnify the other for any losses, claims,
liabilities, or damages arising from or related to the indemnifying Party's
activities described in this Collaboration Agreement except to the extent
caused by the indemnified party's gross negligence or willful misconduct.
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13. This Collaboration Agreement is subject to the Mutual Nondisclosure
Agreement between SatCon and CHEVRON ES dated October 29, 2001.
14. While the parties contemplate entering into one or more Project Agreements
and other contracts, as described in this Collaboration Agreement, neither
party is under any obligation to do so, nor shall either party have any
liability to the other in the event no such Agreement or other contracts
are agreed to. The terms of this Collaboration Agreement are not binding on
the Parties and impose no obligations of any kind on either Party, except
that Paragraphs 2, 5, 10, 11 and 12 shall be binding on the Parties in
accordance with their terms.
15. The parties may enter into further agreements to further the purpose of
this Collaboration Agreement and agree to continue expedited discussions to
resolve any issues that may arise under this Collaboration Agreement, which
issues may include, without limitation, the following:
o Compensation
o Control of the customer relationship
o Relationship of each party to the other
o Identification of their respective roles on each PQ/G Project (e.g.,
developer/project manager/general contractor)
o Cost recovery in the event a PQ/G Project fails to close
o Geographic scope
o Exclusivity
o Ownership or interest in intellectual property
o Term and termination
16. This Collaboration Agreement does not change, amend or supercede any
existing agreements between the Parties.
17. The Parties agree to joint marketing and media activities as determined
reasonably necessary by mutual consultation. Furthermore, the parties shall
mutually agree in writing prior to the press release, collateral material
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creation and distribution or any other marketing or media activities
related to the Parties' joint activities under this Collaboration
Agreement.
AGREED AND ACCEPTED BY:
SATCON TECHNOLOGY CORPORATION CHEVRON ENERGY SOLUTIONS, LLC
BY: /s/ Xxxxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
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(SIGNATURE) (SIGNATURE)
NAME: Xxxxxxx X. Xxxxxxxx NAME: Xxxxxxx X. Xxxxxx
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TITLE: Chief Operating Officer TITLE: Senior Vice President
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DATE: 1/23/02 DATE: 1/23/02
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