EXHIBIT 10(l)
TECHNOLOGY DEVELOPMENT AND
SUPPORT AGREEMENT
THIS AGREEMENT, made effective as of the May 3, 2000,
BETWEEN:
POWER TECHNOLOGY INC.
a company incorporated under the laws of Nevada, having an address at
▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter referred to as "PTI") OF THE FIRST PART
AND
B.C. RESEARCH INC.,
a company incorporated under the laws of British Columbia, having an
address at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter referred to as "BCR") OF THE SECOND PART
WHEREAS PTI develops technologies in the fields of energy systems and
chemical processes, and wishes to establish a technology support capability
for development and analysis in support of these technologies; and
WHEREAS BCR provides science and engineering services and collaborates in
technology innovation, including analytical services, bench and pilot scale
process development, industrial chemistry, energy systems, materials
sciences, and environmental management processes;
NOW THEREFORE the Parties hereto agree as follows:
ARTICLE 1 DEFINITIONS
In this agreement the following terms shall have the meanings set out in this
Article 1.0 unless the context clearly requires otherwise:
"AGREEMENT" means this entire agreement entitled "Technical Development and
Support Agreement"
"AFFILIATE(S)" means an entity which, directly or indirectly through one or
more intermediaries, either controls the Party, is controlled by the Party,
or is under the common control of the Party and another entity.
"PTI PERSONNEL" shall include agents, consultants and licensees of PTI which
are authorized by PTI to access the Facility and work on the Program.
"ENVIRONMENTAL REQUIREMENT" means any present or future law, statute,
regulation, bylaw, ordinance, rule, order, code, decree, approval or permit,
or item of similar import, relating to the environment, human health,
occupational safety, transportation of dangerous goods, or protection of
persons or
property, of any federal, provincial, regional, municipal or other
governmental authority, or any ministry, department, branch, official,
commission, board or regulatory body thereof, or of any judicial authority or
tribunal, having jurisdiction over BCR or the lands and building where BCR is
located, and includes with limitation the Waste Management Act (British
Columbia), the Workers Compensation Act (British Columbia), the Environmental
Protection Act (Canada) and the Transportation of Dangerous Goods Act
(Canada), or any present or future enactment of similar import.
"INTELLECTUAL PROPERTY" means Proprietary Information arising from the work
pet-formed by BCR on behalf of PTI under this Agreement.
"FACILITY" means the laboratory and office space within BCR dedicated to the
activities of PTI.
"FEES" means the total amount payable by PTI for the provision of the
Facilities, Program and such supplementary services as may be requested by
PTI under this Agreement.
"HAZARDOUS MATERIAL" shall not mean anything defined in Schedule 12 of the
Dangerous Goods Act, but shall otherwise mean any substance or material, or
any quantity or concentration of a substance or material:
(a) that now or hereafter is declared to be hazardous or toxic or falls within
the definition of "waste" , "hazardous waste", "special waste", "dangerous
goods","toxic substance", "hazardous substance" "contaminant" or
"pollutan" or any variation of such terms, or any terms of similar import,
tinder any Environmental Requirement; or
(b) that is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, or otherwise dangerous and hazardous to persons or property;
or
(c) the presence of which requires notice, registration, investigation or
rededication under any environmental requirement, ci constitutes or
threatens to constitute a nuisance or a hazard to property or to the
health or safety of persons.
"PROGRAM" means the Technology Development and Support Program conducted by
BCR on behalf of PTI under this Agreement.
"PROPRIETARY INFORMATION" means the technical information, patents,
knowledge, experience and skill, as well as the confidential drawings,
specifications, trade secrets, know how and other technical information
possessed by either Party or resulting from work directly associated with
this Agreement.
"REPRESENTATIVES" shall mean employees, directors, agents, sub-consultants,
subcontractors, licensees, and other such pci-soils who may have access to
company confidential information.
ARTICLE 2 - ESTABLISHMENT OF TECHNOLOGY DEVELOPMENT AND SUPPORT PROGRAM
2.1 ESTABLISHMENT OF PROGRAM
(a) PTI will establish the Program at the Facility in which the work will be
conducted by BCR to further PTI's present and future technologies with
particular emphasis on electrochemistry; and
(b) the Program will be conducted in close consultation with PTI's designated
personnel, and BCR's project team will be a virtual extension of PTI's
in-house technical resources, with access to the full capabilities of 8CR
as required.
2.2 PROGRAM OBJECTIVES
The Program will assist and accelerate PTI's efforts in developing,
evaluating and commercializing their technologies, and BCR will contribute
both technical expertise and intellectual property in this regard.
2.3 BCR INVOLVEMENT
BCR will provide PTI with technical support and direction including but
not limited to the following:
(a) program direction and die definition and implementation of technical
projects to be carried out either at the facility or in conjunction
with BCR subcontractors and/or PTI staff and associates; and
(b) suggested improvements and additions to the technology portfolio of
PTI related to their current areas of focus and interest; and
(c) general technical support and liaison with PTI staff in support of
their technical and business development as directed by PTI.
2.4 BCR PROGRAM PERSONNEL
BCR will provide Program personnel, including a core group who will
have continuity in their involvement with the Program, and initially
comprising time on designated PTI projects as detailed below plus creative
research time in the context of PTI's technology interests and objectives:
(a) a Project Manager with a core involvement of 16 hours per month for
projects; and
(b) a Senior Scientist/Engineer at the post graduate level with
experience in electrochemistry with a core involvement of 97.5 hours
per month for projects plus 20 hours per month for creative
research; and
(c) a Technologist with a core involvement of 1 62.5 hours per month for
projects.
2.5 BCR SUPPLEMENTARY TECHNICAL AND SUPPORT PERSONNEL
BCR will provide supplementary personnel, and/or extended effort by the
Program Personnel, as approved with PTI, (such as chemists, laboratory
assistants, technical specialists, workshop technicians, and engineers) on
an as required basis.
2.6 PTI SUPPLEMENTARY TECHNICAL PERSONNEL
PTI may use their own employees or third party specialist consultants to
support the efforts of the Program from time to time.
2.7 QUALITY OF WORK
BCR warrants that all work will be performed with due skill and care in
accordance with the professional standards prevailing in the contract
research and development industry.
2.8 RECORDS
BCR ▇▇▇▇ maintain records of the work performed which shall become the
property of PTI and will make these records available to PTI at their
request.
ARTICLE 3 - ESTABLISHMENT OF TECHNOLOGY DEVELOPMENT AND SUPPORT FACILITY
3.1 ESTABLISH FACILITY
BCR will make available a dedicated technical development and support
facility (hereinafter referred to as the "Facility") for the exclusive use
of the Program, which will comprise an area of laboratory and office space
totaling approximately 500 square feet, and will provide access to
contiguous space and equipment which forms part of BCR's general
electrochemical laboratories.
3.2 ACCESS TO FACILITY
The Facility will he for the exclusive use of PTI tinder this Agreement,
and only the following personnel shall be allowed access provided that
they display identification provided by BCR at all dines:
(a) Visiting PSI Personnel; and
(b) BCR personnel assigned to work under this Agreement; and
(c) BCR personnel needing to access the Facility to tend to an emergency
or building maintenance issue; and
(d) any persons required to evacuate the building via the Facility in an
emergency.
3.3 FACILITY IDENTIFICATION
The Facility shall be identified as the "PTI Technology Centre" or as
directed by PTI.
3.4 FACILITY SPACE
The Facility shall be comprised of the following space:
(a) dedicated open laboratory Space of approximately 400 square feet;
and
(b) a dedicated office of approximately I00 square feet for the
exclusive use of PTI; and
(c) contiguous access to BCR's electrochemical laboratory facilities;
and
(d) contiguous office space for Program Personnel.
3.5 USE OF COMMON FACILITIES
Visiting PIT Personnel shall be permitted to make reasonable use, in
common with others, of the common areas of the building which include
halls, stairways, corridors, washrooms and elevators.
3.6 USE OF BCR LABORATORIES AND EQUIPMENT
Use of BCR laboratories and equipment other than the Facility is
restricted to BCR personnel trained in the use of the specific equipment,
and this applies equally to Program Personnel.
3.7 USE OF PILOT PLANT FACILITIES AND WORK SHOP FACILITIES
This Agreement will provide for access to pilot plant facilities and
workshops at BCR by PTI, subject to BCR's normal rates and conditions, and
Program Personnel will have the same access priority as other BCR
personnel.
3.8 USE OF OTHER SPECIAL FACILITIES
Visiting PSI Personnel shall he permitted to make reasonable use, when
available, of the special facilities of the building which include the
auditorium, conference rooms, meeting rooms and service areas.
3.9 TEMPORARY OBSTRUCTION
BCR may, from time to time, temporarily obstruct or close off parts of the
common areas, special facilities or other parts of the building to carry
out maintenance or renovations and such obstructions .shall not be
considered an interference with the rights of PIT.
3.10 RELOCATION
BCR may, at its expense, on 90 days written notice to PTI relocate the
Facility, in whole or in part, to alternative space within the building
that, in the reasonable opinion of BCR, is equivalent to the Facility as
described above.
3.11 DAMAGE TO FACILITY
If the Facility or coitmmmiumi areas shall be damaged by fire or other
cause, BCR shall diligently make good the damage and the Fees payable by
PT1 to BCR shall be adjusted to reflect any loss of
rise of the Facility by PTI, or this Agreement may be terminated by either
party.
3.12 LOSS OF FACILITY
If the building, the Facility, or the common areas, shall be damaged or
destroyed by fire or other cause, then at the option of 5CR exercisable by
notice to PSI, this agreement and the term will terminate effective the
date of such damage or destruction and the Fees payable by PTI to BCR he
apportioned and paid to date of termination.
3.13 PTI OWNED EQUIPMENT
BCR shall act as custodian of PSI equipment which may be located at BCR,
or purchased by BCR on behalf of PTI provided that:
(a) the equipment shall remain the property of PTI and usage will be
restricted to BCR personnel and PTI personnel; and
(b) rise of PTI equipment by BCR for purposes not relating to this
Agreement shall be allowed where this does not interfere with the
Program except where specifically stated otherwise; and
(c) BCR shall take the same care in the use, calibration, storage and
maintenance of this equipment as they would reasonably do if it were
their own.
3.14 OBLIGATIONS OF PTI
PTI shall:
(a) Pay the premium for, and maintain in force during the term,
comprehensive general liability insurance in the amount of at least
$2,000,000 per occurrence naming BCR as an additional named insured;
and
(b) conform to the normal housekeeping standards and operating
procedures consistent with those applicable throughout the building;
and
(c) conform to building security requirements; and
(d) repair the Facility, except for damage caused by reasonable wear and
tear, fire, lighting, and weather; and
(e) not make improvements, alterations or additions to the Premises
without the express permission of BCR; and
(f) permit a representative of 8CR to inspect the Premises at any
reasonable time; and
(g) in connection with the use and occupation of the Premises by the
Licencee and the business and activities carried on therein, comply
and cause compliance with all applicable laws, by-laws, regulations,
orders and rules of every authority having jurisdiction, whether
federal, provincial, regional, municipal, University of British
Columbia or otherwise; and
(h) return to BCR and keep confidential any information belonging to BCR
or its clients that comes into the possession of the Licencee; and
(g) not rise the name of BCR or any variation thereof in any published
material except as may be necessary to describe the geographic
location of the Premises; and
(h) return to BCR and keep confidential any information belonging to BCR
or its clients that comes into the possession of the Licencee; and
(i) on termination remove all property of the Licencee and leave the
Premises clean and in good repair, normal wear and tear excepted;
and
(k) conform to all Health & Safety regulations as set out in the BCR
Health & Safety Policy Manual; and
(l) restrict moving of furniture and equipment in and out of the
Premises to weekends or between 5.00 pm and 8.00 am weekdays; and
(m) not discuss nor make offers of employment to 8CR staff without the
express consent of 8CR.
3.15 OBLIGATIONS OF BCR
BCR shall:
(a) provide building heating to the Facility to normal building
standards; and
(b) supply water to washroom facilities; and
(c) keep common areas, walls and roof in reasonable repair; and
(d) keep common areas clear and well lighted; and
(e) employ cleaners and janitors to keep the common areas clean; and
(f) pay water, gas and electricity charges for the Facility; and
(g) erect an identification sign for PIT outside of the building at the
cost of PSI, if so required by PTI, consistent with the exterior
signage and standards of BCR; and
(h) provide reasonable internal mail services, and access to local
telephone services; and
(i) provide security through locked access during non-working hours,
restricting access to BCR employees and P11 Personnel at all times,
anti security patrol during non-working hours as normally used by
BCR; and
(j) procure, receive or ship goods (including chemicals, anodes and
samples) on behalf of PT1 during normal working hours but under no
circumstances shall BCR be responsible for the security of delivered
goods or loss due to breakage except where goods are used by BCR as
per Article 1 of this Agreement; and
(k) provide power, water, drainage and venting for the Facility; and
(l) ensure that spill containment for test cells and chemical
storage/feed systems are effective and adequate, and that the
Facility is adequately maintained.
ARTICLE 4 - CONFIDENTIALITY, NON-DISCLOSURE AND INTELLECTUAL PROPERTY
4.1 CONFIDENTIALITY
Both parties and their Representatives will hold in confidence all
Proprietary information disclosed to one Party by the other Party.
4.2 NON-DISCLOSURE
BCR will not disclose Proprietary Information relating to the Program to
any third party without PTI's written consent.
4.3 PUBLIC DOMAIN
The non-disclosure requirements of this Agreement shall not extend to
information in the public domain.
4.4 OTHER INFORMATION
PTI shall return to BCR and keep confidential any information belonging
to BCR or its clients or tenants that comes into the possession of PTI
indirectly.
4.5 INTELLECTUAL PROPERTY
(a) All Intellectual Property arising from the work carried out in
relation to the Program or under any other provision of this
Agreement shall become the sole and exclusive property of PTI, and
the protection, licencing and use shall be at the sole discretion
and cost of PTI.
(b) Any Intellectual Property arising from this Agreement which PTI
chooses not to protect, and declares no interest in, may be
protected by BCR provided that PTI is granted a royalty free licence
for its own use.
(c) PSI will reasonably consider proposals from BCR to joint venture,
licence or sub-licence Intellectual Property protected by P11 as a
result of this Agreement if this is not in conflict with the legal
obligations, financial affairs, and business interests of PSI and
subject to terms and conditions agreeable to PSI.
4.6 EVENTS ON TERMINATION
Termination shall not relieve either Party of any of their obligations
under this Article.
ARTICLE 5 - FEES AND TERMS OF PAYMENT
5.1 FIXED FEES
The fixed fees payable shall include the dedicated Program Personnel and
the dedicated Facility, and payment shall he comprised of a mixture of
cash and PTI common shares totaling $ 17,678 per month in cash and the
equivalent of $7,463 per month in common shares of PTI, plus applicable
taxes, as follows:
(a) for delivery of the Program (excluding the creative research
component) $ 16,878 per month in cash (80% of the total) plus $5,063
per month in common shares (20% of the total with a 20% premium
applied); and
(h) for the Facility $800 per month in cash (80% of the total) plus $240
per month in common shares (20% of the total with a 20% premium
applied).
(c) for the delivery of the creative research component of the Program
$2,160 per month in common shares (100% of the total with a 20%
premium applied).
5.2 VARIABLE FEES AND EXPENSES
Additional service fees for services provided by BCR and expenses for
purchases made on behalf of, and approved by, P11 on an as required basis
may include:
(a) an hourly charge for the provision of supplemental technical
services on an as-required basis, at BCR's volume discount rates as
per Schedule A; and
(b) laboratory, safety and regulatory supplies and materials as required
at cost; and
(c) equipment purchases approved by PTI at cost, plus any BCR handling
or procurement costs; and
(d) expenses for travel authorized by PTI at cost, plus per diems at BCR
standard rates; and
(e) use of pilot plant space on an as required basis at prevailing BCR
rates as listed in Schedule B.
5.3 INCLUDED IN FEES
No additional fees shall be payable for the use of common areas, special
facilities, parking, and cleaning by visiting PTI Personnel.
5.4 FEDERAL GOODS AND SERVICES TAX
All Fees payable under this Agreement are subject to the federal Goods and
Services tax.
5.5 TERMS OF PAYMENT
Terms of payment shall include a $10,000 advance deposit refundable upon
termination of this Agreement and all fees are payable within 30 days of
receipt of invoice from BCR.
5.6 APPROVED PROJECTS
BCR and PTI will jointly develop projects for PTI approval to be conducted
under the Program.
5.7 EXPENDITURE AUTHORIZATION PROCEDURES
(a) Expenditure authorization procedures will be established by PTI and
may be amended as agreed from time to time.
(b) Nothing in this Agreement shall prevent PTI from procuring and
supplying equipment or materials directly as it so chooses to do so.
5.8 FUTURE FACILITY IMPROVEMENTS
Costs of improvements to the Facility which are related specifically to
the use of the space in the Facility shall be the responsibility of PTI
(e.g. special power requirements, new laboratory fixtures etc.) while the
general configuration of the space and subsequent maintenance shall he the
responsibility of BCR.
ARTICLE 6 - TERM AND TERMINATION OF AGREEMENT
6.1 TERM
(a) The term of this Agreement shall be for a period of two (2) years
commencing 1 June, 2000 and fees for the second year may not be
increased by more than 5% without the express agreement of PTI.
(b) PTI has the option to renew for further periods each of one year,
unless otherwise terminated under the provisions for termination of
this Agreement.
6.2 EVENTS UPON EXPIRY OF TERM
Upon expiry of the term this Agreement, the Agreement shall continue under
the same conditions until terminated under the provisions of the Agreement
or superseded by a new Agreement.
6.3 REGULAR TERMINATION OF AGREEMENT
The Agreement may be terminated by either Party by giving six (6) months
notice in writing.
6.4 TERMINATION ON BANKRUPTCY OR INSOLVENCY
Either Party shall have the unilateral and unfettered right to terminate
this Agreement without
notice, at any time, upon or after the filing by tile other Party of any
assignment in bankruptcy, or upon or after the other Party becoming
bankrupt, or upon or after the appointment of a receiver for all or
substantially all of tile property or assets of the other Party.
6.5 TERMINATION FOR BREACH OF AGREEMENT
Notwithstanding any other clause of this Agreement, the Agreement may be
terminated by either party immediately upon expiration of thirty (30) days
written notice to the other party, if:
(a) in the reasonable opinion of BCR, the business and activities
carried on in the Facility by PTI shall be materially different from
those permitted under this Agreement and PTI fails to cure this
material difference within this period of notice; or
(b) PTI shall tail to intake any payment required to be made by it
tinder Article 5 of this Agreement by the due date, and if PTI shall
fail to cure any default by PTI under this Agreement within this
period of notice; or
(c) BCR is in material default hereunder and fails to remedy such
default within the notice period.
6.6 EVENTS ON TERMINATION
Upon termination of this Agreement, PTI shall vacate the Facility within
sixty (60) days of the effective date of termination of this Agreement.
ARTICLE 7 - INDEMNITY AND RELEASE
7.1 INDEMNIFICATION
(a) PTI shall indemnify and save harmless BCR from and against all
claims in any manner arising out of, or connected with any act,
omission, negligence or default of PTI, its employees, agents
invitees and Licensees in or about the Facility or the building or
in connection with the Agreement, whether in tort or contract.
(b) BCR shall indemnify and save harmless PTI from and against all
claims in any manner arising out of, or connected with any act,
omission, negligence or default of BCR, its employees, agents
invitees and Licensees in or about the Facility or the building or
in connection with the Agreement, whether in tort or contract.
7.2 HAZARDOUS MATERIAL
(a) Before PTI causes or allows any Hazardous Material to be brought
onto the lands or into the building or the Facility, or to be
created or developed on the lands or in the building of the
Facility, PIT shall give written notice thereof to BCR with full
particulars, and PTI shall comply with any requirements relating
thereto that BCR may specify.
(b) PTI covenants and agrees to indemnify and save harmless BCR and
its directors, officers,
agents, employees, tenants, Licensees and invitees from and against
any and all claims, demands, audits, actions, causes of action,
costs, expenses, orders, penalties, fines, judgments, liabilities,
losses and damages (including, without limitation, special,
exemplary and consequential damages, and losses from property
damage, personal injury and death), suffered or incurred, or made,
brought or imposed, in respect of, as a result of or arising out of
any Hazardous Material at any time brought onto the lands or into
the building or the Facility, by PSI Personnel or any director,
officer, agent, employee, contractor, licesisee or invitee of PTI
until accepted by BCR for rise under this Agreement.
(c) PTI for itself and its directors, officers, agents, employees,
successors and assigns hereby releases and forever discharges BCR
and its directors, officers, agents and employees of and from any
and all claims, demands, suits, actions, causes of action, costs,
expenses, orders, penalties, fines, judgments, liabilities, losses
and damages (including, without limitation, special, exemplary and
consequential damages, and losses from property damage, personal
injury and death), suffered or incurred, or made, brought or
imposed, in respect of, as a result of or arising from any Hazardous
Material at any time brought onto the lands or into the building, or
created or developed on the lands or in the building, by persons or
entities other than BCR and its directors, officers, agents and
employees, or by the discharge or migration of any such Hazardous
Material.
7.3 EVENTS ON TERMINATION
The foregoing release and indemnities shall survive any expiration or
termination of the agreement of the term.
7.4 LIABILITY
(a) BCR accepts no liability, under any circumstances whatsoever, for
any consequential damage or loss suffered by anyone as a result of
using or being unable to use the results of services provided under
this Agreement. The maximum liability of BCR under this agreement
for whatever cause is limited to the total of the Fees paid by PTI
to BCR under this Agreement.
(b) PSI accepts no liability, under any circumstances whatsoever, for
army consequential damage or loss suffered by BCR as a result of
this Agreement. The maximum liability of PTI under this agreement
for whatever cause is limited to the total of the Fees paid by PSI
to BCR under this Agreement.
ARTICLE 8 - GENERAL PROVISIONS
8.1 ASSIGNMENT
Neither Party to this Agreement shall directly or indirectly, assign
any of its rights or duties to another without the other Party's prior
notification and prior written consent, which may be withheld at that
Party's sole discretion provided that reasonable concerns can be
demonstrated that the assignment will be prejudicial to competitive
business interests of that Party. Without limiting the scope of the
foregoing, "change of control" of a Party hereto shall be deemed to be an
assignment. "Change of control" shall mean that a person or group (other
than the current controlling person or group) shall effectively control
election of directors and! or shall effectively control ▇▇▇▇ than 50%
of the publicly held stock. In the event of army approved assignment,
the assignee assumes all rights and obligations of the assignor, without
limitation, unless specifically consented to in writing by the parties.
8.2 FURTHER DOCUMENTS
With reasonable diligence the Parties shall provide such further documents
or instruments required by the other as may be reasonably necessary to
give effect to this Agreement and to carry out its provisions.
8.3 JURISDICTION
This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Colombia Canada and the laws of Canada
applicable therein.
8.4 SECTION HEADINGS
'the section headings are included for convenience or reference only and
do not serve any other purpose.
8.5 GENDER AND NUMBER
In this Agreement. words importing the singular shall be taken to mean the
plural and vice versa and words importing gender shall include all
genders.
8.6 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, pertaining to Program and Facility.
No supplement, modification, waiver or termination of this Agreement shall
be binding unless executed in writing by the parties. No waiver of any one
provision of this Agreement shall constitute a waiver or any other
provision (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
8.7 PUBLICITY
Neither Party will divulge the terms of this Agreement without the written
consent of the other Party. The existence of the Agreement and reasonable
background information can be provided by either Party for the furtherance
of their business.
8.8 AUTHORITY
The persons executing this Agreement on behalf of the Parties represent
and warrant that they have actual power to execute such an agreement on
behalf of the respective Parties.
8.9 RELATIONSHIP OF THE PARTIES
It is understood and agreed that this Agreement is not a partnership, nor
does it create a joint venture between the pal-ties, nor is a right to
licence conveyed to either Party, and neither Party
shall be deemed to be a representative or agent of the other Party.
8.10 ARBITRATION
Where a dispute arises out of or in connection with this Agreement the
parties agree to seek an amicable settlement of that dispute in
accordance with discussions and negotiations between the Authorized
Representatives and senior management of the parties acting reasonably.
Failing resolution therefor, all disputes arising out of or in connection
with this Agreement or in respect of any defined legal relationship
associated therewith or derived therefrom may be referred, at the request
of either party, to and finally resolved by arbitration under the roles of
the British Columbia International Commercial Arbitration Centre, and in
connection therewith:
(a) the appointing authority shall be the British Columbia International
Commercial Arbitration Centre;
(b) the arbitration will be conducted by a single arbitrator unless the
parties agree otherwise;
(c) the case shall be administered by the British Columbia International
Commercial Arbitration Centre in accordance with its "Procedures for
Cases under the BCICAC Rules"; and
(d) the place of arbitration shall he ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇. The prevailing Party in any arbitration or legal action
arising out of or related to this Agreement shall be entitled, in
addition to any other rights and remedies it may have, to
reimbursement for its expenses incurred in such arbitration or
action, including court costs and reasonable attorney's fees.
8.11 INVALID PROVISION
In the event that any court shall determine that any provision of this
Agreement hereof is invalid, such determination shall not affect the
validity of any other provision hereof, which will remain in full force
and shall be construed as to be valid under applicable law.
8.12 BREACH OF AGREEMENT
A breach of this Agreement by a representative of either Party shall be
deemed to be a breach of this Agreement by that Party.
8.13 APPLICATION TO AFFILIATES
The provisions of this Agreement shall also apply to the Affiliate(s)
of either Party in which case said affiliates shall also be subject to the
terms and conditions of this Agreement.
8.14 PROVISION OF NOTICE
Notice shalt be in writing and either by registered mail, faxed or
delivered by hand, addressed as follows:
(a) to BCR
BC Research Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇, Chief Operating Officer (b) to PTI:
(b) to PTI
Power Technology Inc.
1818-I ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇, President
IN WITNESS WHEREOF of the parties have duly executed this Agreement effective
the May 10, 2000:
FOR POWER TECHNOLOGY INC.
/s/▇▇▇ ▇▇▇▇▇
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Authorized Signatory
▇▇▇ ▇▇▇▇▇, PRESIDENT
FOR B. C. RESEARCH, INC.
/s/▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Authorized Signatory
▇▇▇▇▇ ▇▇▇▇, CHIEF OPERATING OFFICER
SCHEDULE A - FEES FOR SUPPLEMENTARY SERVICES
The following fees shall apply to all services provided other than included
under the Basic Fee and are subject to revision from time to time.
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Program Manager $110.00/hr
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Senior Chemist $ 90.00/hr
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Intermediate Chemist/
Laboratory Technologist $ 65.00/hr
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Junior Chemist/Laboratory
Technologist $ 45.00/hr
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Senior Chemical Engineer $ 90.00/hr
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Chemical Engineer $ 80.00/hr
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Work Shop Technician $ 60.00/hr
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Library Search $ 60.00/hr
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Document Production $ 45.00/hr
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General Labour $ 30.00/hr
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Pilot Plant $ 15/sq ft/annum
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