Exhibit 10.5
ODTC Case MA 2275-06
MANUFACTURING LICENSE AGREEMENT
Between
LIMCO AIREPAIR, INC.
And
TAT TECHNOLOGIES, LTD.
This Manufacturing License Agreement is entered into between LIMCO
AIREPAIR,
INC. ("LIMCO"), a corporation organized and existing under the laws
of the State
of Oklahoma, U.S.A., with offices at Tulsa, Oklahoma, and, TAT
TECHNOLOGIES,
LTD., a company organized and existing under the laws of the State
of Israel,
with its principal offices at Bnei Ayish Industrial Zone, P.O. Box
80, Gedera
70750, Israel, and is effective upon the date of signature of the
last party to
sign the Agreement or upon approval by the U.S. Government,
whichever is later.
WHEREAS, LIMCO is a subsidiary of TAT; and
WHEREAS, TAT is an approved supplier of aircraft heat transfer
systems for the
United States Armed Services; and
WHEREAS, LIMCO desires to subcontract to TAT the manufacture of
certain aircraft
heat transfer system cores and components to be used in heat
transfer systems
manufactured or repaired by LIMCO to be supplied to the United
States
Government, original equipment manufacturers, airlines, maintenance
stations or
repair stations.
NOW THEREFORE, the parties desire to enter into this Manufacturing
License
Agreement as follows:
ARTICLE 1. PURPOSE OF THE AGREEMENT
(1) This Agreement is intended to provide for the sharing and
exchange of
technical information related to the design, manufacture, repair,
and overhaul
of aircraft heat transfer systems and their cores and components,
including heat
exchangers and cooling systems for aircraft and the manufacture of
such aircraft
heat transfer system core and components by TAT for LIMCO.
(2) LIMCO hereby grants to TAT the right and license to use the
designs,
exemplars, and other technical information provided by LIMCO
pursuant to this
agreement to make for and sell to LIMCO:
o
Air/Air Heat Exchangers,
o
Air/Oil, Liquid/Liquid Coolers,
o
Reheaters,
o
Condensers,
o
Precoolers,
o
Cold Plates,
o Air Conditioning
Systems,
o
Components for use in the above product
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ODTC Case MA 2275-06
for the aircraft thermal transfer systems described in more
particular detail in
Exhibit A.
(3) It is understood that this Agreement is entered into as
required under U.S.
Government Regulations and as such, it is an independent agreement
between the
parties, the terms of which will prevail, notwithstanding any
conflict or
inconsistency that may be contained in other arrangements between
the parties on
the subject matter.
(4) The parties agree to comply with all applicable sections of
the
International Traffic in Arms Regulations (ITAR) of the U.S.
Department of State
and that more particularly in accordance with such regulations the
following
conditions apply to this Agreement:
ARTICLE 2. ITAR 124.7: SCOPE OF DEFENSE SERVICES AND TECHNICAL DATA
AND HARDWARE
TO BE MANUFACTURED
(1) LIMCO shall supply to TAT technical data for thermal transfer
systems
identified in Exhibit A currently made by LIMCO and identified for
systems that
LIMCO desires to develop in response to requests for quotations and
proposals.
The technical data that LIMCO shall supply may include core
assembly drawings,
core detail drawings, manifold drawings, heat exchanger assembly
drawings,
fixtures and tooling drawings, test procedures, acceptance test
procedures,
design criteria, performance requirements, maintenance manuals,
award criteria,
and other specifications and requirements for, inter alia,
materials,
dimensions, heat transfer requirements, fluids, temperature,
pressures,
interface dimensions, technical orders and other technical
requirements. TAT may
request or provide assistance in clarifying, modifying, revising or
designing
any of the above. TAT shall manufacture cores and/or components for
such systems
as requested by LIMCO, more particularly described in Exhibit
A.
(2) LIMCO will disclose technical data and perform defense services
necessary to
permit TAT to design and make the heat transfer and cooling systems
described in
Exhibit A. Exhibit A to this Agreement provide the detailed scope
of work and
the types of technical data and defense services/assistance to be
provided.
(3) This agreement will expire on August 31, 2016.
(4) The country to which LIMCO may transfer technical assistance,
technical data
and/or defense articles pursuant to this Agreement is the State of
Israel. The
country in which TAT may manufacture defense articles pursuant to
this Agreement
is ISRAEL. The country to which TAT may sell or otherwise transfer
defense
articles manufactured pursuant to this Agreement is THE UNITED
STATES. Unless
otherwise set forth in this Agreement, technical assistance,
technical data
and/or defense articles furnished by LIMCO under this Agreement, or
direct
product thereof, may not be transferred to persons who are not
nationals of
Israel or the United States or to subcontractors that are not
located in, and
incorporated under the laws of Israel or the United States.
Defense Articles, Defense Services, and Technical Data to be
exported to TAT
under this Agreement will be provided in the U.S. and ISRAEL.
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ODTC Case MA 2275-06
ARTICLE 3. ITAR 124.8
(1) "This Agreement shall not enter into force, and shall not be
amended or
extended without the prior written approval of the Department of
State of the
U.S. Government."
(2) "This Agreement is subject to all United States laws and
regulations
relating to exports and to all administrative acts of the U.S.
Government
pursuant to such laws and regulations."
(3) "The parties to this Agreement agree that the obligations
contained in this
Agreement shall not affect the performance of any obligations
created by prior
contracts or subcontracts which the parties may have individually
or
collectively with the U.S. Government."
(4) "No liability will be incurred by or attributed to the U.S.
Government in
connection with any possible infringement or privately owned patent
or
proprietary rights, either domestic or foreign, by reason of the
U.S.
Government's approval of this Agreement."
(5) "The technical data or defense service exported from the United
States in
furtherance of this Agreement and any defense article which may be
produced or
manufactured from such technical data or defense service may not be
transferred
to a person in a third country or to a national of a third country
except as
specifically authorized in this Agreement unless the prior written
approval of
the Department of State has been obtained."
(6) "All provisions in this Agreement which refer to the United
States
Government and the Department of State will remain binding on t
