Exhibit 10.3
TECHNICAL EXCHANGE AGREEMENT
THIS AGREEMENT, made as of the day of , 1997 by and
between SPECIAL METALS CORPORATION, a Delaware corporation, having its principal
office in New Hartford, New York, United States of America (hereinafter referred
to as "SMC"), and Societe Industrielle de Materiaux Avances, a societe anonyme
organized under the law of the Republic of France, having its principal office
in Xxxxxxx Xxx Xxxxx, Xxxxxx (hereinafter referred to as "SIMA").
W I T N E S S E T H :
WHEREAS, SIMA and SMC possess technical information and
knowledge relating to: (a) vacuum melting induction furnaces, vacuum arc
remelting furnaces, electroslag remelting furnaces, argon-oxygen decarburization
furnaces, electron beam melting fur-naces, plasma melting furnaces and other
metallurgical furnaces, and the operation thereof; (b) rolling, forging,
pressing, ex-trusion, casting, and other metal working techniques; and (c) the
manufacture of high temperature alloys, tool steels, high strength steels, super
stainless steels and other metals and materials; and
WHEREAS, SIMA and SMC desire to obtain technical assistance
from each other pertaining to the manufacture of high temperature alloys, and
other alloys and materials, so as to further develop and diversify their
respective businesses and SIMA
1
and SMC are willing to furnish such technical assistance to each other, all upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby mutually covenant and agree as follows:
l. For purposes of this Agreement,
(a) The term "High Temperature Alloys" shall mean
cobalt and/or nickel-base alloys strengthened by carbide,
nitride or intermetallic phases and/or by a precipitation
hardening mechanism.
(b) The term "Other Alloys and Materials" shall
in-clude tool steels, high strength steels, super stainless
steels and composite materials.
(c) The term "Technical Information" shall include:
(i) vacuum induction furnace melting procedures and equipment
therefore including design of coils and re-fractory components
and special techniques such as argon bubbling and
desulfurization; (ii) electric arc melting procedures and
equipment therefore; (iii) argon-oxygen decarburization
melting procedures and equipment there-fore; (iv) "clean"
metal programs including raw material control, bottom pouring
and mold preparation; (v) elec-tron beam melting procedures
and equipment therefore; (vi) plasma melting procedures and
equipment therefore; (vii) vacuum arc remelting procedures and
equipment therefore; (viii) electroslag remelting procedures
and equipment therefore; (ix) information on the design and
2
use of new equipment; (x) information pertaining to metal
working techniques including rotary forging; (xi) infor-mation
as to the development of new alloys, materials and markets,
including powder metallurgical grades; (xii) information
pertaining to product improvement; and (xiii) information
pertaining to quality assurance.
2. During the term of this Agreement, the parties shall, to
the best of their ability, furnish all Technical Information pertaining to the
manufacture of High Temperature Alloys, and Other Alloys and Materials, as may
be needed and requested by the other party to further develop and diversify
their respective businesses, providing the assisting party is free of
contractual commitments preventing such disclosure to the other party.
3. Each party shall furnish Technical Information to the
other party in the following manner:
(a) Each party shall periodically provide technical
and manufacturing people in its employ at the facilities of
the other party to consult with and advise the other party.
(b) Each party shall regularly make technical and
manufacturing people in its employ available for consultation
with the other party by telephone and/or written
communication.
3
(c) Each party shall permit employees of the other party to
visit its manufacturing facilities for the purpose of
consulting with technical and manufacturing people of the
other party.
4. All Technical Information of one party furnished to the
other party shall be exclusive and solely for the benefit of the other party and
the other party shall keep such knowledge and information confidential. The
employees of a party acquiring any such information shall be instructed to
retain the same as confidential and not to make disclosure thereof to any person
or persons, except to other employees of the acquiring party and then only to
the extent necessary to make use thereof in the acquiring party's operations;
provided, however, that the foregoing shall not apply to information which was
in the possession of the acquiring party at the time of receipt from the
assisting party, information which is or becomes available to the public from a
source other than the acquiring party and information the acquiring party
receives from a third party having the right to make such disclosure and without
any obligation of confidentiality on the part of the acquiring party to such
third party.
5. It is understood that neither party assumes any obligation
or responsibility for or with respect to the sufficiency of any information
furnished to or acquired by the other party to accomplish the desired results,
or the ability of the other party to use the same, or the quality or quantity of
products produced using the same. Neither party shall have an obligation or
responsibility with respect to the processes and
4
apparatus used by the other party or the products made thereby or for the claims
of third parties with respect to such processes and apparatus or products.
6. Neither party shall receive any compensation from the other
party.
7. If and to the extent that the security and export control
laws of France or the United States and regulations thereunder, including the
regulations on Exportation of Technical Data promulgated by the United States
Department of Commerce, may be applicable to the furnishing of assistance or the
disclosure of information hereunder by either party, their respective
obligations hereunder shall be subject thereto.
8. This Agreement shall remain in effect until terminated by
either party upon thirty (30) days' advance written notice to the other party.
The obligations of confidentiality set forth in Section 4 shall survive any such
termination. Termination shall not affect either party's right to continue to
use Technical Information obtained from the other party.
9. All notices and other communications required to be given
under this Agreement shall be in writing and shall be given or made by facsimile
transmission, personal delivery, or registered or certified mail postage
prepaid, and addressed to the intended recipient at the address below or such
other address as shall be designated by either party in a notice to the other
party. Each notice delivered in accordance with this Section shall be deemed
effective (a) if personally delivered on the date of such delivery,
5
(b) if given by facsimile transmission, on the date transmitted provided that an
appropriate confirmation is received by the sender, and (c) if given by
registered or certified mail, seven days after mailing.
To SMC: Special Metals Corporation
0000 Xxxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000-0000
Xxxxxx Xxxxxx of America
Attention: Corporate Secretary
Telecopy: (000)000-0000
To SIMA: Societe Industrielle de Materiaux Avances
00 Xxx Xx Xxxxxxxx
Xxxxxxx Xxx Xxxxx
Xxxxxx
Attention: Xxxxxxx Xxxxx
Telecopy: 011-33-1 40882009
10. This Agreement supersedes any and all other Agreements,
either oral or written, between the parties hereto with respect to either party
providing technical assistance to the other party and contains all of the
covenants and agreements between the parties with respect to such. Any
modification of this Agreement shall be effective only if it be in writing,
signed by the party sought to be charged.
11. This Agreement may not be assigned without the express
written consent of the other party.
12. This Agreement shall be governed by the laws of the
State of New York, United States of America.
13. This Agreement may be separately executed in counterparts.
6
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed by its proper representatives as of the day and
year first above written.
SOCIETE INDUSTRIELLE DE MATERIAUX
AVANCES
Attest By________________________
_________________________ Title _____________________
SPECIAL METALS CORPORATION
Attest By _________________________
_________________________ Title _______________________
7
