Cooperation
Agreement
between
Voith Turbo GmbH &
Co. KG
Alexanderstr.
2
89522
Heidenheim
Germany
- hereinafter called
“Voith” -
and
Clean Power
Technologies Inc.
436 - 35 th
Avenue NW
Calgary,
Alberta
Canada
- hereinafter called
“CleanPower” -
Preamble
Whereas,
Voith has developed in
cooperation with Amovis GmbH a reciprocating steam expander with
auxiliary equipment including feed pump (hereinafter called the
“Voith Product”).
Whereas,
CleanPower has
developed a heat recovery system especially a steam storage system
(steam buffer) (hereinafter called the “CleanPower
Product”).
Whereas,
Voith and CleanPower
are willing to cooperate in the integration of the Voith Product
into a waste heat recuperation systems for driving cooling
aggregates of refrigerator trucks in US and Canada out of the waste
heat of the diesel engine of the truck.
Whereas,
Voith and CleanPower
further wish to agree the supply of the integrated Voith Product
(hereinafter called “Supply Product”) from Voith to
CleanPower.
Now therefore, the
Parties agree as follows:
1
THE DEVELOPMENT PROJECT,
SUPPLY
1.1
The Development Project is the integration
of the Voith Product into the CleanPower Product for
refrigerator trucks in accordance with the specification attached
hereto as Appendix 1 and in accordance with the Development
Programme attached hereto as Appendix 2.
Overview
responsibilities:
Responsibility
CleanPower:
•
Exhaust
system
•
Heat recovery system,
steam accumulator
•
Control
system
•
Burner
•
Motor for feed
pump
•
Valves, tubes,
connections, hoses…
•
Water supply
•
Compensator
•
Validation
EPA
•
Data
collection
•
Supply agreement with
end costumer
Responsibility
Voith:
•
Steam
expander
•
Lubrication system for
expander
•
Water feed
pump
•
Expander start up
device
•
High flexible coupling
if necessary
•
legwork for validation
about the Voith Product
1.2
The Parties agree to collaborate in the
Development Project in accordance with the Development Programme
(Appendix 2) and to carry out the work assigned to it under the
Development Programme with all due diligence, care and
skill.
1.3
Each Party shall:
1.3.1
ensure that all the work conducted by it in respect of
the Development Project shall be carried out in accordance with
generally accepted standards of good practice at the time
applicable to such work and each party will be responsible for the
implementation of and compliance with all safety and other
legislative requirements which apply to the work assigned to it
under the Development Programme;
1.3.2
notify the other Party in writing as soon as reasonably
practicable if there is an unexpected technical or scientific
problem which makes it impossible to achieve or is likely to cause
a material delay to achievement of any of the objectives of the
Development Project or Development Programme or any particular
stage of the Development Programme ; and
1.3.3 be
responsible for bearing its own costs incurred as a result of
performing the work assigned to that party under the Development
Programme unless otherwise agreed.
1.4
In the event that the Parties successfully
complete the Development Project, Voith agrees to supply the Supply
Products to CleanPower and CleanPower agrees to purchase Supply
Products in each case on the terms of a supply agreement in
accordance with the terms and conditions attached as Appendix 3 to
be entered into by the Parties by the end of Phase II as starting
point of Phase III of the Development Programme.
2
PROJECT MANAGEMENT
2.1
Each Party shall
nominate a project manager, who shall have responsibility for the
development work. All communications and instructions from one
Party to the other Party shall be submitted to the project manager.
Either Party may change the project manager by giving written
notice thereof to the other Party.
CleanPower’s
Project Manager:
Mike Burns
Clean Power
Technologies Ltd.
Unit 7 (W) E-Plan
Industrial Estate
New Road,
Newhaven
East Sussex BN9
0EX
Tel +44 1273
516013
Fax +44 1273
612309
Mobile: +44 7734
300266
Voith’s Project
Manager:
Jürgen
Berger
Voith Turbo GmbH &
Co. KG
Alexanderstrasse
2
89522 Heidenheim,
GERMANY
Tel +49 7321 37
4368
Fax +49 7321 37
7603
Mobile +49 172
6395129
2.2
The Parties shall meet on a regular
basis and as needed and shall issue reports at least quarterly to
inform the other Party about the status of the development work,
particular problems and solutions thereof.
2.3
The project managers of the Parties shall
be entitled to agree amendments to Appendices 1 (Development
Project) and 2 (Development Programme) by written agreement, which
shall be attached to this Agreement.
3
MOCK UP, PROTOTYPES, PHASES
3.1
Voith will provide a non running mock up for 4
weeks to demonstrate how such a product may look. Use of this mock
up is free of charge. Delivery and redelivery date shall be in
accordance to Appendix 2.
3.2 For
phase I of the Development Programme, Voith will provide a
prototype Voith Product for the Development Programme on a test
bench. This Voith Product is not adapted for the CleanPower
Product. CleanPower shall pay a fee for use of this prototype of
25.000,-- Euro within 30 days after this Agreement becoming
effective. After completion of phase Ior if the Development Project
is terminated, CleanPower shall return the prototype to Voith.
Delivery and redelivery date shall be in accordance with Appendix
2.
3.3
After assignment of phase II, Voith will provide
a prototype Voith Product to be tested in a vehicle.. After
completion of phase II or if the Development Project is terminated,
CleanPower shall return the prototype to Voith. Delivery an
redelivery date shall be in accordance with Appendix 2.
3.4
CleanPower will pay a fee of EURO
125,000 to Voith after the announcement of delivery of the
prototype expander and feed pump for vehicle test to cover a part
of the basis costs for the first part of Phase II of the project.
Should the parties not enter into phase III by the 15
th of December 2010 latest for reasons other than
Voith’s fault CleanPower shall pay a break up fee of 125, 000
EURO to Voith to cover a part of the basis development costs of the
said Phase II of the projekt.
3.5
After securing a commitment (letter
of intent or agreement) with a lead customer for the pertaining
vehicles, the Parties shall negotiate about a supply agreement
which shall be the starting point of phase III
3.6
As soon as all tests are completed and the
“new” expander (as per this
Agreement ) is duly verified by third
parties and certified by the Regulatory Authorities in the U.S.,
Canada and Europe, the Parties hereto shall negotiate a supply
agreement which shall be the starting point of phase IV.
3.7 The
mock up and prototypes shall be delivered EXW (Incoterms 2000) to
CleanPower and be redelivered DDU (Incoterms 2000) to Voith.
CleanPower shall bear the risk of damage or destruction to any mock
up and prototype or through any mock up or prototype from
delivery until redelivery. CleanPower shall maintain adequate
insurance for the prototypes and upon request from Voith provide an
insurance certificate to Voith.
3.8
The property of the mock up and the prototypes in
Phase I and II shall remain vested in Voith. Clean Power is not
allowed to open, change, copy or transfer to third parties the mock
up or prototype. Clean Power shall ensure that the mock up and
prototype shall be and remain clearly marked as the property of
Voith.
4
OWNERSHIP AND EXPLOITATION OF RESULTS,
LICENSES
“Foreground
Information ” shall mean all technical information and
know-how, including patents, models, designs, copyrights etc.
Generated in the Development Project or in executing the
Development Programme.
“
Background Information
” shall mean technical information and know-how,
including patents, models, designs, copyrights etc. Owned or
controlled by either party which is not Foreground
Information.
4 . 1
All Background Information shall
remain the whole and exclusive property of the Party who provided
this information.
4.2
