TEAMING AGREEMENT

 

2.1.

The Parties intend that the overarching responsibilities for developing the KDV Mobile Unit shall be allocated among the Parties as follows :

 

2.2.

Following the award of the Grant, budgeted costs will be divided amongst the Parties according to the table attached hereto as Annex C.

 

2.3.

Promptly following the execution and delivery of this Agreement, the Parties will each appoint one (1) representative to a working group (the “Working Group").  The Working Group shall determine or delegate all decisions to be made by the Parties in respect of the submission of the Proposal and the development of the KDV Mobile Unit.  Unless otherwise provided in this Agreement, no Party, nor its representatives, shall have the right to act for, on behalf of, or otherwise bind, the other Party.

 

3.1.

Covanta will have the marketing rights for the KDV Mobile Unit in the United States, the United Kingdom, Ireland, and North and South Americas (the "Territories").as specified in the agreement between Covanta and AlphaKat GmbH dated March 11, 2010, and subject to all agreements between Global and Covanta.

 

3.2.

RAFAEL, subject to signing definitive agreements for granting certain rights  (the "Definitive Agreements"), will be responsible for marketing in areas as shall be defined in the Definitive Agreements outside the Territories.

 

4.1.

Each Party will have the right to manufacture the KDV Mobile Unit (including the reactor) for sale in the areas as described in section 3 above, subject to rights granted previously and from time to time..

 

5.1.

The Parties shall act as independent contractors, and no Party shall act as agent for, or partner of, any of the others, nor be authorized to incur any liability or to represent or make commitments on behalf of any of the others (except as provided herein), and the employees of one shall not be deemed the employees of any other.

 

5.2.

Nothing in this Agreement shall be deemed to constitute, create, give effect to otherwise recognize a joint venture, partnership or formal business entity of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein.  No Party shall have any liability or obligation to any other except as expressly provided herein.

 

5.3.

The Parties agree that, during the term of this Agreement, they shall not directly solicit or recruit the employees of any other Party whom are associated with the performance of this Agreement.

 

6.1

Upon notice from BIRD that the Grant will not be awarded to the Parties;

 

6.2

Upon Mutual agreement of the Parties;

 

6.3

Upon the decision of one Party not to sign the Project Funding Agreement, if offered, for any reason;

 

6.4

If a Party is in material breach of the terms of this Agreement, and does not rectify such breach within thirty (30) days of receiving written notification of such breach from the non-breaching Party;

 

6.5

Upon termination of the Project Funding Agreement;

 

6.6

Following the execution of the Project Funding Agreement, upon notice from Bird that the Grant will be revoked pursuant to the terms of the Funding Agreement.

 

7.1

Preparation and submission of the Proposal, including the conduct of negotiations, may require the exchange of data and information considered proprietary to the Parties.  To the extent that such data or information is so identified by the disclosing Party at the time of exchange, the receiving Party agrees to hold such proprietary data and information in the strictest confidence for a period of three (3) years from the date of this Agreement, and further agrees that, within that period of time, it will not use any such proprietary data or information except in connection with this Proposal, and will not disclose any such proprietary data or information to any third party (except to BIRD as necessary in connection with the above Proposal and marked with appropriate proprietary data restrictions) unless authorized in writing by the Party originally furnishing such data or information.

 

7.2

The provisions of this Article 7 shall not apply to data or information in the public domain at the time it was disclosed, or known to the Party receiving it at the time of disclosure, or which becomes known to the receiving Party independently of the disclosing Party without breach of this Agreement, or which is independently developed by the receiving Party or to any disclosure which is required to be made by applicable laws, rules or regulations.

 

7.3

The standard of care imposed on the receiving Party for such proprietary data or information will consist of at least the same level of effort it employs to avoid unauthorized use, disclosure or dissemination of its own proprietary matters of similar value and sensitivity.

 

7.4

Notwithstanding the foregoing, it is expressly agreed that all information concerning the Proposal, whether or not otherwise confidential or proprietary, including without limitation commercial or contract terms, cost and pricing information, personnel assignments, or construction or other methods of work, shall be kept in strictest confidence until the Grant award is made.  No information whether otherwise confidential or proprietary, which is obtained from a Party pursuant to this Agreement shall be disclosed or used by any other in any form or manner in separately pursuing the Grant.

 

7.5

Other than a limited right to use consistent with the intent and purposes of this Agreement, no right or license under any trademark, trade secret, patent or copyright is either granted or implied by the transmittal of any proprietary matter to the receiving Party.  Notwithstanding termination of this Agreement, the receiving Party shall abide by any continuing limitations applicable under pertinent trademark, patent, trade secret or copyright laws.

 

8.1

All intellectual property rights owned or acquired by either Party in the ordinary course of business (whether developed prior or during the term of this Agreement) and not specifically in connection with the development of the KDV Mobile Unit will remain the sole property of that Party

 

8.3

Covanta will grant RAFAEL right and license to use all technologies related to the KDV system that may be relevant to the KDV Mobile Unit.

 

8.4

“Intellectual Property” as defined herein pertains specifically and exclusively to the KDV  Mobile Unit and shall include all the following:  (i) technical information (i.e. production files, specifications, drawings and designs); (ii) discoveries, improvements, inventions (whether or not patentable); (iii)  patents, patent applications, patent disclosures, and any other patentable subject matter; (iv) copyrights, applications to register copyrights, works of authorship and any other copyrightable works; (v) computer software (including source code, executable code, databases, data and related documentation); (vi) trade secrets and know-how; and (vii) all improvements or modifications to any of the foregoing.

 

8.5

During the Bird Project, any new Intellectual Property created in connection with the development of the KDV Mobile Unit shall, subject to any agreements with BIRD and any existing license agreements for the KDV Technology, be considered the joint property of RAFAEL and Covanta  and each party will be permitted to use such joint property without a prior consent of the other Party (“Joint Intellectual Property”).

 

8.6

Any Intellectual Property developed by any Party following the BIRD project will be owned by the developer Party and will not constitute Joint Intellectual Property.

 

·

Confer any right or impose any obligation or restriction on any Party with respect to any other program effort or marketing activity at any time undertaken by any Party hereto; or

 

·

Limit the rights of any Party to promote, market, sell, lease, license or otherwise dispose of its products or services.