EXHIBIT 10.34
TRANSITION SERVICES AGREEMENT
between
SATCON TECHNOLOGY CORPORATION
and
NORTHROP GRUMMAN CORPORATION
Dated as of
November 16, 1999
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT ("Agreement") dated as of November
16, 1999, is entered into by Northrop Grumman Corporation, a Delaware
corporation ("NGC") and SATCON, a Delaware corporation is the Transition
Services Agreement contemplated in the Asset Purchase Agreement November 16,
1999 by and between NGC and SATCON.
RECITALS
WHEREAS, SATCON requires workspace [and administrative services] while
it transitions to autonomous operations; and
WHEREAS, it is in NGC's best interest for SATCON to succeed in its
transition;
NOW, THEREFORE, in consideration of the mutual promises of the parties
contained herein and in the Asset Purchase Agreement, the parties agree as
follows:
ARTICLE I
SERVICES
Section 1.1. Scope of Services and ▇▇▇▇▇▇▇▇. NGC agrees to provide the
------------------------------
Services as set forth below. SATCON agrees to pay as compensation for the
Workspace (as defined below) and services an amount equal to the amounts set
forth and in accordance with the terms set forth below.
(a) The Workspace is approximately 14,863 rentable square feet of space in
the premises at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ as set forth in the attached
sublease (Exhibit A).Telephone and computer system usage, as well as equipment
and access, will be billed monthly at the conclusion of each NGC accounting
month and will be based on actual usage and cost of the telephone instruments
utilized by SATCON personnel. Such charges will be payable by SATCON within
thirty days of the date of an invoice from NGC.
(b) Existing personal computers and other equipment rentals as required by
SATCON will be billed to SATCON at the actual cost of such rentals and be
payable to NGC within thirty days of an invoice to SATCON.
(c) If during the Term of this Agreement NGC produces high power Silicon
Carbide semiconductors for sale on a commercial or merchant basis, NGC agrees
that SatCon will have the right and opportunity to purchase such Silicon Carbide
semiconductors on terms and conditions, including price as NGC offers to others
for identical products in identical quantities.
(d) To the extent NGC is legally able to do so, and to the extent its
insurance carriers, administrative agents and others providing services to NGC
agree to do so, upon SATCON's written request, NGC will continue those Health
and Welfare benefits which are requested to be
1
extended by SATCON for a period of up to ninety (90) days following the Closing.
The cost of such benefits will be billed to SATCON at the actual cost of such
benefits plus the reasonable expenses of any extraordinary administration
incurred by NGC which is directly related to extending the benefits. The invoice
will be payable to NGC within thirty days of an invoice to SATCON.
(e) Engineering services and access to testing facilities and utilization
of personnel (to the extent under NGC's control) which have been historically
utilized by the Business acquired by SATCON will be provided as reasonably
required and requested by SATCON as follows:
1. product qualification lab2. reliability lab
3. calibration lab
4. magnetics lab
5. power hybrid facility
6. field engineering services group (FEMS)
7. semi conductor manufacturing group
8. continued access to the unigraphics drafting system for updating
drawings (and the related "electronic vault")
9. model shop services
10. contract and financial help on ongoing and legacy programs
11. reasonable access on a time and material basis to qualified
technical and administrative personnel that have historically been
utilized by the business
Section 1.2 Charges for Services. The charges for such services will
--------------------
be the actual costs incurred by NGC as recorded on NGC's books of account,
including all appropriate overheads and other direct costs such as travel, but
not including any fee or profit.
This Agreement shall constitute a Cost Plus No Fee Purchase Order from
SATCON for the administrative services above. Tasks will be assigned by an
authorized SATCON representative. A summary of charges will be provided and
billed monthly and will be payable by SATCON within thirty days of an invoice
for such services from NGC.
Section 1.3 Indemnity. All services provided by NGC personnel under
---------
this Agreement shall be under the direction of authorized SATCON personnel.
SATCON shall indemnify and hold NGC harmless from and against any and all costs,
liabilities, damages or other consequences whatsoever associated with or arising
from SATCON's negligent acts or omissions or willful misconduct in connection
with the administrative services contemplated under this Agreement.
2
ARTICLE II
TERM OF AGREEMENT
-----------------
Section 2.1 Effective Date and Term. The initial term of this
-----------------------
Agreement shall commence on the Closing Date, and except as otherwise provided
below, continue for a period of up to three (3) years after the date hereof.
ARTICLE III
MISCELLANEOUS
Section 3.1 Independent Contractor Status. During the transition
-----------------------------
period while SATCON personnel are at the NGC site each party shall be
responsible for any injury or death to its own employees, including all workers'
compensation claims or liabilities resulting therefrom, and each such party
shall remain responsible for reporting its income and paying its own taxes.
Further, SATCON will obtain and maintain insurance in form and amount
satisfactory to NGC.
Section 3.2 Confidentiality. The parties each agree that they will
---------------
not divulge to any third party, or to any person within each respective
corporation who does not have a need to know, any confidential matters relating
to each other's business and the businesses of the other party's customers,
vendors or competitors which may become known by reason of use of the NGC
facility or performance of the administrative services.
Section 3.3 Force Majeure. NGC shall be excused for failure to
-------------
perform any part of this Agreement due to events beyond its control, including
but not limited to, fire, storm, flood, earthquake, explosion, accident, riots
and other civil disturbances, sabotage, strikes or other labor disturbances,
injunctions, transportation embargoes or delays, failure of performance of third
parties necessary to each of the parties' performance under this Agreement, or
the laws or regulations of the federal, state or local government or branch or
agency thereof.
Section 3.4 Standard of Performance; Remedies. In performing its
---------------------------------
obligations under this Agreement, each Party represents that it will use the
same standard of care and good faith as it uses in performing services for its
own account. Each Party agrees to exercise reasonable diligence to correct any
deficiency, defective or negligence in the Services provided by it hereunder.
Neither Party shall be liable to the other for compensatory, incidental or
consequential damages arising from performance of this Agreement, provided
however, this exculpation clause shall not apply if the performing Party or its
agents cause damages to the other Party as a result of willful misfeasance or
gross negligence.
Section 3.5 Notice. Any notice, request, designation, direction,
------
demand, election, acceptance or other communication shall be in writing and
shall be effective and deemed to have been given when it is (i) mailed postage
prepaid, by certified first class mail, return receipt requested, addressed to a
party and received by such party; (ii) hand or courier delivered; or (iii) sent
by telecopy with receipt confirmed, as follows:
3
(a) if to Buyer, to:
SatCon Technology Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
(b) if to Seller, to:
Northrop Grumman Corporation
----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Office of the General Counsel
Any party may from time to time designate another address to which notice or
other communication shall be addressed or delivered to such party and such new
designation shall be effective on the latter of (ii) the date specified in the
notice and (ii) receipt of such notice by the intended recipient.
Section 3.6 Assignability. Neither party hereto shall assign this
-------------
Agreement in whole or in part without the prior written consent of the other
party hereto.
Section 3.7 No Third Party Beneficiaries. Each of the provisions of
----------------------------
this Agreement is for the sole and exclusive benefit of the Parties hereto
respectively, as their interests may appear, and shall not be deemed for the
benefit of any other person or entity or group of persons or entities.
Section 3.8 Severability. If any term or condition of this Agreement
------------
shall be held invalid in any respect, such invalidity shall not affect the
validity of any other term or condition hereof.
Section 3.9 Applicable Law. This Agreement shall be construed under
--------------
the laws of the State of and the rights and obligations of the Parties shall be
determined under the substantive law of Maryland, without giving effect to
Maryland's conflict of law rules or principles.
Section 3.10 Amendment or Modification. This Agreement may be amended,
-------------------------
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
Parties, or in the case of a waiver, by the party waiving compliance.
Section 3.11 Construction. Descriptive headings to sections and
------------
paragraphs are for convenience only and shall not control or affect the meaning
or construction of any provisions in this Agreement.
Section 3.12 Counterparts. This Agreement may be executed
------------
simultaneously in counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.
4
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties as of the date first
written above.
NORTHROP GRUMMAN CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
_______________________________________
Its: Corporate Vice President and Treasurer
SATCON
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
_______________________________________
Its: President
______________________________________
5
