TEAMING AGREEMENT
Between Loral Librascope Corporation
and
Northstar Technical, Incorporated
1.0 PURPOSE
1.1 This Agreement, effective as of 15 November 1995 is
betweenLoral Librascope Corporation (hereinafter "Loral")
andNorthstar Technical Incorporated (hereinafter "you"
or "your")and defines the parties' respective
responsibilities relative to the Canadian submarine
Capability Life Extension Program, proposal 5F-9025-W,
(hereinafter "Program") . The obligations and commitments
arising hereunder shall apply only to such units and Program
and not to any other sector, group,
division, subsidiary or affiliate of the parties, or any other
program or opportunity respectively.
2.0 INTENT TO TEAM
2.1 Loral intends to prepare and submit a proposal
for the Program prime contract. subject to your agreement
as provided herein,and to receiving an acceptable cost and
technical proposal,Loral intends to name your company
as the proposed subcontractor for the Program for the
following specific tasks: assemble and test ten multi-function
workstations. Four command display consoles will be added
if acceptance issues are resolved. Your company will also be
strongly considered for the fabrication of cabinets for
these workstations.
2.2 Loral agrees to recognize your contribution in
the proposal and, if awarded a prime contract resulting
from this proposal,will award a subcontract to your company
for the specific areas of responsibility set forth in paragraph
2.1 to the extent they are included in Lorat's prime contract,
provided:
a) your cumulative performance under this Agreement has been
satisfactory; b) the award of such subcontract will be
acceptable to the customer; and c) we successfully negotiate
mutually acceptable terms and conditions, including
competitive prices, and other provisions required by law or
regulations as well as terms or conditions consistent with the.
prime contract which Xxxxx xxxxx necessary for efficient
contract administration and/or prime contract compliance.
3.0 PROPOSAL PREPARATION
3.1 This proposal is being prepared at Loral's facility
located at 000 Xxxxxx Xxx., Xxxxxxxx, Xxxxxxxxxx 00000.
Xx. X. X. Xxx is acting as our Proposal Manager for this
program and Interface Representative for this Agreement.
The parties will work cooperatively and exert all reasonable
efforts to produce a proposal which will cause the selection
of Loral as the Prime contractor for the Program and the
acceptance of your company as the subcontractor for the
work identified in paragraph 2.1
You agree to supply in a timely fashion necessary liaison
effort (if required) to draft and write that portion of the
proposal within your specific area of responsibility and to
furnish Loral with all information necessary for the submittal
of the most responsible proposal practicable. It is
anticipated that all effort as described above will be made
available to Loral no later than December 21, 1995. In
addition to performing the specific proposal activity
associated with your anticipated work scope, you agree to
perform the following activities or provide the following
resources in support of the overall proposal effort: support
liaison with Provincial companies and Governmental agencies.
3.2 Loral shall have the overall responsibility for final
preparation and submittal of this proposal and shall be
designated in the proposal as prime contractor and Northstar
Technical as subcontractor.
4.0 ALLOCATION OF COSTS
4.1 Each party will perform all responsibilities under this
Agreement at no cost to the other.
5.0 CONFIDENTIAL OBLIGATIONS
5.1 It is understood that during the course of this agreement,
it will not be necessary for either party to disclose
any company confidential proprietary information to the
other - OR - During the term of this agreement, it may be
necessary foreither party to provide confidential
information to the xxxxx.Xx such event, the disclosure and
use of all confidential proprietary information shall be
in accordance with a Confidential Disclosure Agreement.
5.2 Northstar Technical agrees not to use any confidential
proprietary information, product or data of any third party
in performance of this Agreement without the prior written
consent of the third party.
Such written consent shall be provided to Loral
immediately upon receipt from such third
party.
6.0 TERM OF AGREEMENT
6.1 This agreement shall remain in effect until the
first of the following shall occur:
a) Loral awards a subcontract to you pursuant to this
Agreement or the parties are unable to agree to
acceptable terms and conditions, including competitive
price.
b) Twelve months from the date of agreement.
c) Award of a prime contract for this program to an
organization other than Loral (unless Loral initiates a
protest of such award, then until such protest is finally
decided against Loral).
d) Cancellation of the requirement by the customer.
e) Disapproval by the customer of the award of a subcontract
to you.
f) The elimination or substantial reduction by the
Government of the subcontract work to be performed by
Northstar Technical.
g) Written notice by Loral that it will not submit a
proposal for the program.
7.0. FREEDOM TO MARKET AND EXCLUSIONS
7.1 Except as limited by paragraph 7.2., it is understood
that neither party shall be precluded from its normal
marketing efforts in connection with the sale of its
products and/or services, including sales efforts to
organizations submitting proposals competitive to that
contemplated by this agreement.
7.2 Both Northstar Technical and Loral will be expending
effort at their own expense with a view toward developing
the best approach to the opportunity. In recognition
thereof, except as limited by any Confidential Disclosure
Agreement, both parties agree that the joint work product
resulting from our combined efforts which is unique to the
proposal contemplated by this Agreement will not knowingly
be disclosed to anyone competing for this same program until
such time as the award has been made, the opportunity is
canceled or withdrawn, or this Teaming Agreement is no
longer in effect.
7.3 Each party shall act as an independent contractor.
No agency, partnership, joint venture or other joint
relationship is created by this agreement or any reference
to the parties operating as a "team" or as "team members".
Neither party shall be liable to the other for any costs,
expenses, risks or liabilities, including special,
consequential, or incidental damages, arising out of the
other company's efforts in connection with this agreement
or the preparation and submission of any proposal
for the Program.
8.0 INTELLECTUAL PROPERTY
8.1 The parties agree that during the course of the
work called for by this Agreement, inventions shall
be subject to the following understanding:
a) Each invention, discovery, process, or improvement,
whether patentable or not, (hereinafter referred to as
"Invention") conceived or first actually reduced to
practice, by one or more employees of one of the parties
hereto and resulting directly from the exchange of
information during the course of this Agreement, relative
to work performed in carrying out effort contemplated by
the Agreement, shall be the sole property of the party
whose employee(s) made or conceived the Invention and
shall be identified to the other party; provided however,
that the other party hereto is hereby granted a
non-exclusive irrevocable, nontransferable paid-up
license throughout the world under such inventions; said
license includes the right to make, have made, use, have
used, any Product and/or practice and have practiced any
Method. All licenses granted shall include the right of
a grantee to grant sublicenses to its parent corporation
or subsidiaries with such sublicenses including the right
of sublicensed parent or subsidiaries correspondingly to
sublicense other subsidiaries.
b) Any Invention conceived or first actually reduced to
practice jointly by employees of both parties hereto, and
resulting from the exchange of information during the
course of this Agreement relative to work performed in
carrying out the effort contemplated by this Agreement,
shall be jointly owned by both parties hereto without
accounting. Patent applications covering such joint
inventions shall be filed by attorneys mutually
acceptable to both parties hereto and the costs therefore
shall be equally shared.
c) Nothing herein is intended nor implied to affect the
rights of the parties with respect to pre-existing
patents or patent applications respectively held or made
by the parties. Further, except as specifically provided
in Subsection 8.1(a) and 8.1(b), nothing contained in
this Agreement shall: 1) be deemed to grant either
directly or by implication, estoppel, or otherwise, any
license under any other patents or patent applications
arising out of any other Inventions of either party; or
2) be construed as affecting the scope of any license or
other right otherwise granted to a party under any other
patent or patent application.
8.2 The parties do not contemplate that any joint development
of code, modification of the other party's code, or the
creation of other copyrightable work of significant
commercial value will occur under this Teaming Agreement;
however, any copyrightable works which are developed
jointly by employees of both parties during the term of,
and pursuant to, this Agreement shall be jointly owned,
with each party having the right, subject to any applicable
limitations on the disclosure of bid or other confidential
information to freely use such joint works and derivatives
thereof and to license others
without accounting.
9.0 RIGHT OF WITHDRAWAL
9.1 If, during this relationship, there is a significant
change in the requirement being addressed by the parties
such that one or both no longer have the capability
to satisfactorily address such requirements, either
party may withdraw from this agreement by advising the
other party in writing not less thanten (10) days prior
to date of withdrawal.
9.2 If, during this relationship, there is a significant
change in the ability of Northstar Technical to
satisfactorily address the specific areas of responsibility
set forth in Section 2.1,e.g., including but not
limited to:debarment or the filing of a petition or
bankruptcy or reorganization under the bankruptcy laws;
the loss of strategically valuable employees and
failure to provide replacement employees of comparable
expertise within a reasonable time; the loss or material
degradation of corporate capabilities which are essential
to the program requirements; a violation of State or
Federal laws or regulations and such violation in the
reasonable judgment of Loral will adversely impact the
likelihood of a prime contract award to Loral; conduct by
the principal officers of Northstar Technical evincing
moral turpitude; or, any other action which jeopardizes
the likelihood of a prime contract to Loral, Loral may
withdraw from this Agreement by advising Northstar Technical
in writing not less than ten (10) days prior to the
date of withdrawal.
9.3 In the event of any withdrawal, both parties are
bound to honor the provisions of paragraph 5.0
covering confidential proprietary information.
10.0 TERMINATION FOR DEFAULT
10.1 This Agreement may be terminated for default by either
party(hereinafter "the terminating party) in the event of
the other party's material breach of any obligation,
warranty or representation specified under this Agreement
which is not
a) it is capable pf performing all of its obligations under
Program any work contemplatedEhereby without assistance
from the other party hereto or any third party except as
may be provided for herein or in the subcontract);
b) it is not subject to any restriction, contractual or
otherwise (except as provided herein), which limits in
any manner its ability to perform any of its obligations
under this Agreement or any subcontract arising out of
this Agreement, including but not limited to any
agreement, covenant, duty or understanding regarding any
proprietary information, product, or data of any third
party to which it is a party or by the terms of which it
may be bound; and
c) it is a responsible contractor and has not been debarred
or suspended from Government contracting by any agency of
the United States Government or Canadian Government.
20.0 SIGNED AGREEMENT
If the foregoing meets with your approval, please indicate
your acceptance by having an authorized representative of your
company sign one copy of this agreement in the space provided
and return it to the above address.
ACCEPTED:
Northstar Technical Corporation
By:/s/ Xxxxxx Xxxxxxx
Title: Chairman and CEO
Date: 11/25/95
Loral Librascope Corporation
By: /s/ Xxxxxx X. Xxxxxx
Title:President
Date: 11/22/95
