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Engineering Services Agreement

Consulting Services Agreement

Engineering Services Agreement | Document Parties: OAK RIDGE MICRO-ENERGY INC | MESDI SYSTEMS INCORPORATED | OAK RIDGE MICRO ENERGY INCORPORATED You are currently viewing:
This Consulting Services Agreement involves

OAK RIDGE MICRO-ENERGY INC | MESDI SYSTEMS INCORPORATED | OAK RIDGE MICRO ENERGY INCORPORATED

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Title: Engineering Services Agreement
Governing Law: Florida     Date: 2/7/2013
Industry: Electronic Instr. and Controls     Sector: Technology

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Engineering Services Agreement

1 February 2013

MESDI SYSTEMS INCORPORATED

 

AND

 

OAK RIDGE MICRO ENERGY INCORPORATED

 

 

 


This Engineering Services Agreement is made and entered into as of this day, 1 ST day of FEBRUARY 2013 by and between:

 

PARTIES

MESDI

MESDI SYSTEMS INCORPORATED , incorporated under the laws of Florida, United States of America, and having its registered address at 607 Palm Key Court #205, Orlando, Florida United States of America 32825.

 

Email: Brandon@mesdisystems.com

Telephone:

+1 954 235 5867

Represented by: Mr Brandon Lojewski -President

 

 

OKME

OAK RIDGE MICRO ENERGY INCORPORATED , incorporated under the laws of Colorado United States of America, a public company trading under the stock trading symbol OKME.OB and having its registered address at 3046 East Brighton Place, Salt Lake City, Utah, United States of America 84121.

 

Email:  

jflood@carbon-strategic.com

Mobile:

+61 419601459

Represented by: Mr Jeffrey Flood –President,

 

 

 

(each a Party and together the Parties )

 

PRELIMINARY STATEMENTS

 

Oak Ridge Micro Energy Incorporated (OKME) specializes in battery technology development. Mesdi Systems Incorporated (Mesdi) specializes in multiplexed electrospray deposition technology with potential for use in the manufacturing of batteries. Mesdi has agreed to enter into this Engineering Services Agreement to provide the Services for the Remuneration and Term. The goal of this multi-phase project is to demonstrate proof of principle and subsequently deploy Mesdi’s technology as a scalable process for manufacturing the electrolyte layer, and or other layers, of a solid-state lithium-ion battery and its application in battery manufacturing generally. The Parties hereby execute this Engineering Services Agreement for the purpose of setting forth their respective obligations.

 

OPERATIVE PROVISIONS

1.  Services

1.1

STATEMENTS OF WORK.  All services provided by Mesdi (the “Services”) are outlined in the Statement of Work as set forth in Schedule B. The Statement of Work is subject to all of the terms and conditions contained in this Engineering Services Agreement.

1.2

PERFORMANCE OF SERVICES. Mesdi shall, to the best of its ability, render the Services set forth in the Statement of Work in a timely and professional manner consistent with generally accepted industry standards.  OKME shall provide in a timely and professional manner, and at no cost to Mesdi all reasonable requests for assistance, cooperation, complete and accurate

 

 Initial (OKME) ___/s/_____                    Initial  (MESDI) ___/s/_____

 

 


information and data, equipment, computer and telecommunications facilities, programs, files, documentation, a suitable work environment, and other resources requested by Mesdi to enable it to perform the Services (collectively, “ Assistance ”). Mesdi shall not be liable for any deficiency in performing the Services if such deficiency results from OKME’s failure to provide all reasonably requested Assistance as required hereunder. Assistance includes, but is not limited to, designating a project manager to interface with Mesdi during the course of the Services.

2.  Remuneration for Services

Remuneration

2.1

OKME will pay Mesdi for Services as set forth in the Statement of Work that are satisfactorily rendered.  OKME shall notify Mesdi of each person within OKME with the authority to authorize work and their approval limits.  OKME will also compensate Mesdi for reasonable travel expenses incurred with the prior approval of OKME’s Representative. Mesdi will submit itemized invoices for services for payment and reimbursement to OKME’s Representative once per month at the end of the month and within 30 days.  OKME will pay Mesdi within 30 days of the submission of each invoice.

3.  Term

Effective Date:

February 1 2013

Services Period:

As set forth in the Statement of Work


 

4.  Appointment and Relationship

Appointment

4.1

OKME does hereby appoint and engage Mesdi to provide the Services, for the Remuneration for the Term. Mesdi hereby accepts such appointment and engagement of Mesdi to OKME and agrees to provide the Services for the Term for the Remuneration.

Relationship

4.2

This appointment does not create any relationship between OKME and Mesdi other than that of an independent contractor to provide the Services for the Remuneration for the Term. In particular nothing in this Engineering Services Agreement is intended to, or should be construed to create, a partnership, agency, joint venture, or employment relationship between Mesdi and OKME. No Party may bind or make any commitments on behalf of another Party.

5.  General Provisions

Successors and Assigns and Subcontracting

 

 Initial (OKME) ___/s/_____                    Initial  (MESDI) ___/s/_____

 

 


5.1

Neither Mesdi nor OKME shall assign, novate or otherwise transfer its rights or obligations under this Engineering Services Agreement to any third party without the written consent of the other Party.

5.2

No subcontracting or outside assignment of Services will be assigned or given out by Mesdi without the prior written consent of OKME.

Governing Law and Jurisdiction

5.3

This Agreement is to be governed by the Laws of The State of Florida and all parties consent and submit to the jurisdiction of the courts of Florida for the resolution of any disputes arising out of this Engineering Services Agreement.

Severability

5.4

If any provision of this Engineering Services Agreement is unenforceable, then such provision will be enforced to the maximum extent possible under applicable law so as to effect the intent of the Parties and the other provisions of this Engineering Services Agreement will continue in full force and effect.

Counterparts

5.5

This Engineering Services Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopy, PDF or facsimile transmission, any one of which shall constitute an original of this Engineering Services Agreement.  When counterparts of copies have been executed by all Parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals.  The Parties agree that all such signatures may be transferred to a single document upon the request of any Party.

Information and Samples

 

5.6

OKME owns as of the date of their creation, any and all Information and Samples developed by Mesdi in the course of Services for the Field of Use (as defined in Section 5.13 below).

5.7

“Information” means all business and technical information that Mesdi

(a)

develops in the course of Services and/or

(b)

receives in the course of Services from OKME.

5.8

“Samples” means all materials that Mesdi

(a)

makes or develops in the course of Services and/or

(b)

receives in the course of Services from OKME.

Inventions

 

5.9

OWNERSHIP OF WORK PRODUCT.  As used herein, the term “Work Product” means all materials, software, tools, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the Statement of Work and any improvements or modifications to, including but not limited to, Mesdi’s proprietary computer software programs, tools, designs, and related materials, that Mesdi  may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing the Services or as a result of such Services, whether or not eligible for patent,

 

 Initial (OKME) ___/s/_____                    Initial  (MESDI) ___/s/_____

 

 


copyright, trademark, trade secret or other legal protection. The Parties agree that the Work Product shall be the property of Mesdi. OKME acknowledges that Mesdi in its sole discretion, shall have the sole and exclusive right without any accounting or other obligation to OKME to license, sell, assign, transfer, sublicense, or encumber the Work Product or any portion thereof, and/or incorporate the Work Product or any portion thereof into Mesdi products or manufacturing processes, for use by itself or other licensees or clients of Mesdi other than for the OKME Field of Use.

5.10

PROSECUTION AND MAINTENANCE OF INTELLECTUAL PROPERTY BY MESDI. MESDI shall file patent applications in its preferred jurisdictions. OKME shall promptly notify Mesdi (and in no event more than 60 days after becoming aware) of any and all Improvements of which OKME becomes aware.  

5.11

PROSECUTION AND MAINTENANCE OF INTELLECTUAL PROPERTY BY OKME. Mesdi shall advise OKME as to any Improvements for which MESDI prefers OKME to file patent applications and the preferred jurisdictions in which to file (“Requested Filings”). OKME shall have the first right to prosecute and maintain the patent applications for any Requested Filings, at its own expense, using patent counsel of its choice. OKME shall keep Mesdi reasonably informed regarding matters related to such prosecution and maintenance of each patent or patent application within the Requested Filings, including providing to Mesdi copies of all significant documents sent to or received from any patent office regarding any such Requested Filing, such as patent applications, office actions, amendments, other responses, rejections, notices of interference, re-examinations, oppositions, requests for patent term extensions, and other filings. In the event that OKME elects to abandon or fails to diligently prosecute any patent or application within the Requested Filings, or otherwise requests support from Mesdi in the ongoing prosecution and maintenance thereof, it shall promptly notify Mesdi of such, and Mesdi shall have the right to control the prosecution and maintenance of such patents and applications (including any patent issuing therefrom), at its sole expense.

5.12

JOINT DEVELOPMENT. Any idea, concept, know-how, or technique that is developed by the Parties jointly in the performance of the Services shall be Jointly Developed Intellectual Property. Such Jointly Developed Intellectual Property shall be owned by Mesdi, and licensed to OKME at no cost. OKME may (subject to applicable patents and copyrights) freely use the Jointly Developed Intellectual Property in the Field of Use. Mesdi may freely use the Jointly Developed Intellectual Property in all other fields of use.

5.13

LICENSE.  Mesdi grants to OKME a perpetual, non-transferable, exclusive, worldwide license to use any materials, multiplexed electrospray deposition technology and Work Product developed by Mesdi and/or developed by Mesdi for OKME under this Engineering Services Agreement in the field of Energy Storage Devices (herein the “Field of Use.”)  OKME will not use any materials, multiplexed electrospray deposition technology or Work Product developed by Mesdi and/or developed by Mesdi for OKME under this Engineering Services Agreement without clearly labelling or otherwise clearly indicating such materials were developed in part or in whole by Mesdi.

5.14

Mesdi will promptly disclose any inventions to an OKME Representative.

 

 Initial (OKME) ___/s/_____                    Initial  (MESDI) ___/s/_____

 

 


5.15

OKME has no rights to any inventions developed prior to or outside the subject matter of the Services.

Works of Authorship:

 

5.16

“Creative Materials” means any and all original works of authorship, fixed in any tangible means of express now known or hereafter developed, that Mesdi creates solely or jointly with others in the course of Services.

5.17

OKME owns all Creative Materials and all copyrights in Creative Materials, consistent with a “work made for hire” under 17 U.S.C. 101 for the Field of Use. Mesdi is granted an exclusive, royalty free license to use Creative Materials hereunder for any field outside the Field of Use.

Confidentiality Obligations

 

5.18

Confidentiality obligations are described in Schedule A.

5.19

Mesdi will inform OKME of Mesdi’s past, present and/or intended future activities in the Field that may conflict with Mesdi’s obligations to OKME, or limit Mesdi’s performance of Services.

Confidentially Period

 

5.20

The confidentiality period is described in Schedule A.

Exclusions

 

5.21

The obligations of Clause 5 of the Engineering Services Agreement do not apply to any particular Information or Creative Materials that Mesdi can prove:

(a)

Was available to the public through no fault of Mesdi, or

(b)

Mesdi already possessed prior to Mesdi’s receipt from OKME or Mesdi’s development for OKME, or

(c)

Mesdi acquired from a third party without obligation of confidence.

5.22

Mesdi may comply with a court order compelling production of Information or Creative Materials, but Mesdi must give OKME reasonable prior notice and use reasonable efforts to obtain confidential protection for Information and Creative Materials.

Termination for Default

 

5.23

Either Party may terminate this Engineering Services Agreement during the Term of the Services Period upon 30 days written notice to the other Party of a default, unless the defaulting party cures the default within a thirty (30) day period after notice.  

Effects of Termination

 

5.24

The Parties’ rights and obligations under Clause 5 of the Engineering Services Agreement survive termination of this Engineering Services Agreement.

5.25

Upon termination of this Agreement, Mesdi shall immediately cease performing any Services and OKME shall pay Mesdi any compensation due for Services actually rendered. Clause 5 shall survive the termination of this Engineering Services Agreement.  Termination of this Engineering Services Agreement by either Party shall not act as a waiver of any breach of this Engineering Services Agreement and shall not act as a release of either Party from any liability for breach of such Party’s obligations under this Engineering

 

 Initial (OKME) ___/s/_____                    Initial  (MESDI) ___/s/_____

 

 


Services Agreement.  Neither Party shall be liable to the other for damages of any kind solely as a result of terminating this Engineering Services Agreement in accordance with its terms, and termination of this Engineering Services Agreement by a Party shall be without prejudice to any other right or remedy of such Party under this Engineering Services Agreement or applicable law

Warranty

 

5.26

Mesdi warrants that:

(a)

Mesdi has the right to perform Services in full compliance with this Engineering Services Agreement without any violation of any applicable law.

(b)

Creative Materials do not infringe any copyright or other intellectual property rights of others.

(c)

In performing Services to OKME, Mesdi will not breach any obligations owed to others, and

(d)

All personnel Mesdi as


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