PRODUCT DEVELOPMENT
SALES AND REPRESENTATION
AGREEMENT
DRAFT
AGREEMENT
Dated March 13, 2004
between
MEC Aerial Platform Sales Corporation,
a California corporation
and
Airtrax, Inc., a New Jersey
corporation
MEC-Airtrax Agreement
13-March-04
# of 6
PRODUCT
DEVELOPMENT
SALES AND
MANUFACTURING
REPRESENTATION
AGREEMENT
This PRODUCT DEVELOPMENT, SALES AND
MANUFACTURING REPRESENTATION AGREEMENT is entered into this the
13th day of March, 2004 by and between MEC Aerial Platform Sales
Corporation, a California corporation (“MEC”), and
Airtrax Corporation, a New Jersey corporation
(“Airtrax”).
RECITALS:
Whereas: Equipment Parts Wholesale of
4780 E. Jensen Ave., Fresno, CA 93725, sells equipment parts, is
the exclusive owner of the assets that make up the
“MEC” brand of aerial work platforms, (formerly
Mayville Engineering Co.) and has provided a license to
MEC Aerial Platform Sales Corporation, a
California corporation to use the “MEC” name and assets
in the sub-contracting for production and sales of said AWPS
and
Airtrax has developed technology that
allows omni-directional movement of material handling equipment
including lift trucks, munitions handlers and aerial work platforms
(“AWP’s”). Airtrax owns Filco GmbH manufacturing
facilities in Europe and,
The parties wish to complete product
development whereby the Airtrax technology will be used in
conjunction with the MEC aerial platform design for the purpose of
the design, production and sale of omni-directional AWP’s
(“the Product”); and
The parties desire to enter into an
agreement whose affect begins at the date this agreement is signed
by both parties specifically to establish the business relationship
between the parties to address the following:
1.
development of the Prototype
Product
2.
development of the Commercial
Product
3.
provide for the sale of the
Product
4.
provide for production of the
Product
5.
establish warranty and service
representation for the Product
6.
establish warranty and service
representation for other Airtrax products
7.
exclusivity agreement
PROTOTYPE DEVELOPMENT
1.
Purpose. The parties agree to
develop a prototype of the Product. After development of the
prototype Product, the parties will establish the cost of a
commercial Product. If the cost of a commercial Product is
considered economically viable, the parties will go into production
of the commercial Product.
a.
It is the intent of the parties to
produce a prototype of the Product that can be
fully tested in preparation for a
production model of the Product to be sold in a commercial, public
environment.
b.
It is the further intent of the parties
to produce a product that meets all governing laws, specifications,
and standards and that such Product can be produced at a cost that
can provide a mutually agreeable profit.
2.
Prototype Development: Airtrax is
responsible for all prototype development. Each party agrees
to provide the parts, which apply to that party’s area of
responsibility, in usable and satisfactory condition, to build the
Prototype Product.
a.
Airtrax will provide all of the parts
required for the traction system and the control systems
related to the traction system.
b.
MEC will provide all of the parts
required for the scissors lift and lifting apparatus and the
control systems for the scissors lift apparatus.
c.
Additional parts, those supplied by
neither party, will be paid for equally by both
parties. Labor for the manufacture of the prototype will be shared
equally by both parties.
d.
Joint Work Product. the
Confidential Information of MEC design specifications, or of the
MEC parts of the Product including all drawings,
specifications, calculations, designs and other work product
created in connection with the development of the Product shall be
treated as Confidential Information. Airtrax shall have no
right to disclose, convey, sell, transfer, or otherwise utilize MEC
’s Confidential Information and
e.
the Confidential Information of Airtrax
design specifications, or of the Airtrax parts of the Product
including all drawings, specifications, calculations, designs
and other work product created in connection with the development
of the Product shall be treated as Confidential Information.
MEC or EPW Parts shall have no right to disclose, convey, sell,
transfer, or otherwise utilize Airtrax Confidential
Information.
f.
The parties agree that any usage of the
other’s patented or protected technology independent of
the other party, absent that party’s consent, is a
violation of this Agreement and constitute s unfair competition and
unfair trade practice.
PRODUCT DEVELOPMENT
1.
Purpose. Airtrax is responsible for
design and development of the Product and future aerial work
platform products containing the Airtrax omni-directional
technology. The Product shall mean all scissors lifts
regardless of size and any other products in the aerial work
platform industry which contain the Airtrax omni-directional
technology. Each size or future product will be determined by and
between the parties to best utilize the commonality of parts as
well as sales and other criteria. Airtrax and EPW agree not
to enter any other agreement for a period of 3 years wherein the
Airtrax omni-directional technology would be made available to any
company other than EPW engaged in th
