Technology Transfer and Purchase Agreement - Allied Technology Group Inc. and Pacific Trading Co.
TECHNOLOGY TRANSFER AND PURCHASE AGREEMENT
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THIS AGREEMENT, entered into this 28th day of June, 1997 by and between
Allied Technology Group, Incorporated, hereinafter refer to as "ATG", with
office at 47375 Fremont Boulevard, Fremont, California 94538 and Pacific Trading
Company, hereinafter refer to as "Purchaser", with office at Block 3, 3/F, Lee
Sum Industrial Building, 23 Sze Mei Street, San Po Kong, Kowloon, Hong Kong.
WITNESSETH
WHEREAS, the parties have entered into a Nondisclosure Agreement and hereby
reaffirm the content and affect of the same;
WHEREAS, ATG has acquired, developed, permitted and constructed a
"vitrification" system, hereinafter referred to as the "SafGlas system", which
is used to volume reduce selected materials, and to volume reduce and stabilize
certain hazardous, mixed and low-level nuclear materials. ATG also applies other
non-vitrification, non-thermal, waste treatment and recycling systems and
processes in its business; and
WHEREAS, ATG has been operating a permitted facility in the city of
Richland, Washington since 1989, for the processing and treatment of low level
nuclear material, and another permitted facility in the city of Fremont,
California since 1995, for the recycling of spent fluorescent lamps. ATG has
designed, permitted, constructed and operated all such equipments and processes
at its facilities. The glassmelter in Richland, the mercury retort unit in
Fremont, various commercial grade equipment and components are purchased from
industry vendors and suppliers, and therefore are not subject to the technology
transfer agreement. "Technology" is defined as: (1) the SafGlas system except
the glassmelter and other commercial grade equipments, (2) ATG Supercompaction
system, (3) ATG Fluorescent Lamp recycling system, (4) ATG waste processing
know-how, operating and safety procedures, and licensing expertise, and (5)
process design and technical drawings, with the exception of commercial grade
equipment and instruments and (6) Technology is intended for commercial and
industrial use only and does not include any application for military use; and
WHEREAS, Purchaser is in the business of international trading and has
experience in both manufacturing and trading with mainland China and Taiwan.;
and
WHEREAS, Purchaser desires to acquire ATG's treatment processes and
technology on an exclusive basis in Taiwan. "Exclusive Territory" is therefore
defined as Taiwan, the Republic
CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH A REQUEST
FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
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of China. Purchaser desires to sell ATG product and services and to apply such
ATG treatment processes and technology within the exclusive territory. Any other
territories outside of the exclusive territory is not included in the Agreement,
any marketing and/or use of the technology by the Purchaser or its associates or
teaming partners, are therefore specifically prohibited; and
WHEREAS, the parties hereto desire to associate themselves with each other
for the purpose of marketing and/or use of the Technology in the exclusive
territory. The Purchaser may include other individuals or companies in the
exclusive territory from time to time. Any teaming partner Purchaser wishes to
add to its team requires ATG's prior written approval and acceptance. Sublicense
or transfer of ATG's technology to any outside party is not allowed; and
WHEREAS, the parties acknowledge that this Agreement supercedes any and all
other negotiation or agreements.
NOW THEREFORE, in consideration of the promises, mutual agreements and
covenants hereinabove and hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed by and between the parties hereto as follows:
1. ATG shall be solely responsible for providing the SafGlas processing
system, fluorescent lamp recycling system and supercompaction system,
including but not limited to its design, engineering, fabrication, off
site pretesting, license application data and documentations. In
consideration of the technology transfer, Purchaser shall pay ATG as
follows:
SafGlas waste treatment processes: $[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.]
Fluorescent Lamp Recycling system: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.]
Operating Procedures: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.]
Total Amount: $1,000,000
2. Purchaser shall be solely responsible for providing all initial
marketing expenses, office space and other related administrative
costs in the exclusive territory. ATG will be responsible for the
costs for any technical support and presentation.
3. Should the Purchaser fail to produce sales at least $ CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSSION within eighteen months in the exclusive
territory, this Agreement may be terminated at the option of ATG. In
the event of such termination, ATG shall exercise such termination
option by sending the termination notice to Purchaser in prepaid
registered mail Upon receipt of the notice, Purchaser shall
immediately return all technical data and all other documents concern
the ATG technology in Purchaser's possession, to ATG. Both parties
further agree that obligation of either party shall cease upon
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the return of technical data by Purchaser to ATG. Should there be any
remaining revenue from sale of any ATG technology after the
termination, Purchaser shall continue to pay ATG the net profit from
such sales until the conclusion of the contract, ATG shall continue to
support such contract until it is completed.
4. ATG will sell any product or services to Purchaser at the same pricing
structure ATG sells to the U.S. Government. The price shall include
either ATG's government audited and approved overhead and general &
administrative costs plus a profit of [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSSION] % of the overall costs, or ATG's commercial catalog
pricing. In addition Purchaser shall pay ATG a [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSSION] % of the before tax net profits from the sale of
ATG Technology, product and services within the exclusive territory.
ATG at its own expenses, may audit Purchaser's accounting and other
financial record at Purchaser's office during regular office hours. If
there is any shortage in excess of $ [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in
ATG's favor discovered by the audit, Purchaser shall pay for all
reasonable costs of the audit in addition to the shortage.
5. In the event there is no applicable Government audited overhead and
general & administrative rates, applicable ATG standard commercial
catalog prices for certain sale of product and services to the
Purchaser, nor any prior pricing available, ATG shall charge Purchaser
at [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] % above its overall loaded costs.
6. In the event construction is necessary, Purchaser shall arrange all
construction financing. In addition, Purchaser shall arrange letter of
credits in U.S. dollars to cover all ATG products. Such letter of
credits shall be acceptable to ATG's commercial bank and/or major
material suppliers.
7. Purchaser may reference and disclose ATG's track record and experience
in the marketing and promotion of ATG products and services only
according to material provided by ATG. All announcements for the
general public require ATG's prior written approval. Purchaser will
coordinate all local permitting and regulatory matters, ATG will
provide technical assistance to Purchaser in such local permitting
matters.
8. ATG shall be solely responsible for its facility-specific permitting
as necessary to support any contract should there be any R&D,
technology or process demonstration required.
9. During normal office hour, and upon reasonable prior notice to ATG,
Purchaser and its clients may tour ATG's facilities. Foreign nationals
may be subject to certain applicable rules and regulations, certain
property, area, equipment or documents may or may not be available for
inspection.
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10. The parties agree that the exclusive agreement and its exclusive
arrangements are applicable to both parties. As such, Purchaser and
its teaming partners will not represent, market or use other competing
technology, product and services offered by ATG's competitors in the
Exclusive Territory.
11. Any net profits payable hereunder shall be calculated and paid
quarterly by the 30th day after the end of the previous quarter's
operation. Attached to the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSSION] % net profit
payment, Purchaser shall provide a quarterly report to ATG which shall
reflect and specify material purchased, quantitatively and
qualitatively, as well as total profits-realized for the quarter
attributable to that material and supporting supplier/customer
information. At ATG's option, ATG may assign a full time, or part
time, accountant or representative at Purchaser's office for the
record keeping, or any other administrative functions.
12. All technical and engineering personnel shall be provided or appointed
by ATG. Purchaser shall assist ATG in the recruitment of local
subcontractors. Purchaser shall not modify, change or disassemble any
ATG equipment or processes without ATG's prior approval. All
replacement parts must be approved by ATG technical personnel.
13. The parties agree that should local financing is required, such
interest and related financing costs directly related to the ATG
equipment and product, will be considered as normal business expenses
and will not be included as part of the [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSSION] % Purchaser overhead and administrative costs. Purchaser
may pay such costs and deduct the cost before computing the net profit
payable to ATG.
14. The parties agree that Purchaser shall focus its marketing efforts in
the commercial power industry, nuclear or non-nuclear, chemical
plants, oil and gas industry for the ATG products and services.
Purchaser agrees that should it choose not to pursue a business
opportunity when offered, then ATG may pursue such business
opportunity(s) so declined by Purchaser in writing.
15. ATG warrants that the vitrification system provided hereunder will
process low-level, nuclear, and/or hazardous wastes at a rate of not
less than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSSION] lbs per hour, of waste and
will be in accordance with the specifications set forth in the permit
application submitted by ATG. Notwithstanding the foregoing, ATG does
not represent nor warrant that the process can accept every kind of
low level radioactive, or hazardous material. On the other hand, ATG
only warrants those materials listed on ATG's existing licenses as
acceptable material suitable for treatment.
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16. Purchaser agrees to hold ATG harmless and to protect, defend and
indemnify ATG against losses and damages due to Purchaser's
negligence.
17. ATG agrees to hold Purchaser harmless and to indemnify Purchaser for
losses and damages due to ATG's negligence.
18. Under this Agreement, ATG warrants that it has full authority and
rights to all of its technology and processes, know-how, operating and
safety procedures being operated presently at its facilities. ATG
further warrants that it has full authority and rights to sell its
technology, processes, designs, know-how and procedures to Purchaser.
Commercial grade equipments from suppliers and vendors are not part of
the technology transfer. ATG reserves the right to replace any
commercial supplier and/or vendor in the future with comparable or
better quality products.
19. Neither party hereto shall sell, assign or in any manner transfer its
interest, or any part thereof, in this Agreement without first
obtaining the written consent of the other party or parties hereto.
Such consent shall not be unreasonably withheld. ATG hereby
acknowledges that from time to time a teaming partner is necessary in
the local area to be brought in as part of the team, however, ATG must
approve in writing such teaming partner/s of Purchaser.
20. In the event of bankruptcy, dissolution, or death of any parties
hereto, this agreement shall immediately upon the occurrence thereof,
cease and terminate with respect to the party thus affected. The
successors, receivers, trustees or other legal representatives of the
party thus affected shall cease to have any interest whatsoever in
this agreement. In any such event the remaining party or parties shall
have the right to carry out and complete the purpose of this
Agreement.
21. This agreement shall remain in effect unless terminated by ATG
provided for in Section 3. The term of this agreement is five (5)
years with an automatic extension of another five years at the end of
the fifth year unless either party gives written notice of intention
to terminate this agreement after the fifth year, in which event this
agreement shall terminate thirty days from the date of mailing of such
notice by either party.
22. Should ATG or Purchaser materially default on any of its obligations
under this agreement, in addition to legal remedies which may be
available to it, the non defaulting party may at its sole option send
to the defaulting party written notice of its intention to terminate
this agreement. Upon such termination of the term
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of this agreement, all rights, duties and obligations of the parties
hereunder shall terminate, except for those which may be prescribed by
law through legal remedies which may be available to the non-
defaulting party and as otherwise provided for herein and with the
exception of any and all obligations of the parties which have
heretofore accrued.
23. In all activities hereunder, each party is an independent contractor
and shall be solely responsible for all expenses incurred, including,
without limitation, operation of its offices, sales and service staffs
and activities, other than as herein provided.
24. The Nondisclosure Agreement entered into between the parties, is
incorporated herein by reference.
25. This agreement shall be constructed and interpreted in accordance with
the laws of the State of California.
26. The terms and conditions set forth herein constitute the entire
agreement between the parties and supersedes all prior agreements or
arrangements, written or oral, between ATG and Purchaser. This
agreement shall not be amended or changed or modified except by an
instrument in writing referencing this agreement and executed by
authorized agents of both parties.
27. The parties hereto agree to work together to market the use of the ATG
technology and systems for uses as outlined herein. If either party
requests marketing support from the other, the parties agree to
provide such support within reason and at their own expense. As part
of said marketing support to be provided by ATG to Purchaser, ATG
acknowledges and agrees that Purchaser shall have reasonable access to
ATG premises. Such access will be permitted only during normal
business hours and days of operation. An advance notice of at least
five days will be required.
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IN WITNESS WHEREOF, the parties herein have caused this Agreement to be executed
by duly authorized representatives of both parties on the day and date shown
below to be effective on the day and year first above written.
PACIFIC TRADING COMPANY ALLIED TECHNOLOGY GROUP, INC.
By: /s/ Yin Yiu Chan By: /s/ Doreen Chiu
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Name: Yin Yiu Chan Name: Doreen Chiu
Title: President Title: President
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AMENDMENT #1
TECHNOLOGY TRANSFER AND PURCHASE AGREEMENT
THIS AMENDMENT is made this October 15, 1997 by and between Allied Technology
Group Inc ("ATG") with office at 47375 Fremont Blvd., Fremont, California 94538
and Pacific Trading Company ("Pacific") with office at Block 3, 3/F, Lee Sum
Industrial Building, 23 Sze Mei Street, San Po Kong, Kowloon, Hong Kong.
WHEREAS, Pacific would like to add a teaming partner to cover the Exclusive
Territory, Taiwan, for the ATG Technology, products and services under the
Technology Purchase Agreement dated June 28, 1997. The teaming partner Pacific
is adding is Regent Star Limited represented by Francois Shih.
NOW THEREFORE, IT IS AGREED by and between the parties the followings:
1. Regent Star Limited is allowed to be added as a teaming partner of Pacific
to cover the Exclusive Territory, Taiwan, for all ATG technology, products and
services described in the June 28, 1997 Agreement.
2. The profit sharing arrangements described under section 4 of the June 28,
1997 Agreement is deleted, and is hereby replaced by the followings:
(a) ATG will be paid [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSSION] % of all profits generated in
the Exclusive Territory, and
(b) ATG will be paid a royalty fee of [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSSION] % of any
sales related to vitrification systems and products. Such royalty fee of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSSION] % shall not put ATG products noncompetitive, or
shall be renegotiated on good faith.
3. Pacific is consent to the September 30, 1997 Technology Purchase and Royalty
Agreement between ATG and Regent Star Limited. Pacific has no objection to any
provisions of the subject Agreement.
IN WITNESS, both parties have agreed to the above terms and conditions.
________________________ ______________________________________
Doreen Chiu, President Yin Yiu Chan, President
ATG, Inc. Pacific Trading Company
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