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CONFIDENCIAL
N.º________________
Exhibit 10.20
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED
BY ASTERISKS HAS BEEN OMITTED AND FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT
COOPERATION AGREEMENT MADE BY AND BETWEEN PETRÓLEO BRASILEIRO S.A.
AND MESOCOAT INC TO CARRY OUT QUALIFICATION TESTS AND DEVELOPMENT
FOR APPLICATION TECHNOLOGY OF CLADDING MATERIALS ON INTERNAL AND
EXTERNAL SURFACES OF PIPES.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS, a Brazilian government-controlled company,
with headquarters in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida República
do Chile, 65, Brazil, registered with the Brazilian Register of Legal Entities of the Ministry of
Finance (CNPJ/MF) under no. 33.000.167/0001-01, hereinafter referred to as PETROBRAS,
herein represented by the Manager of ENGENHARIA/IETEG/ETEG, Mr. Paulo Renato
Almeida Cellular, and MESOCOAT INC., at 24112 Rockwell Drive Euclid, Ohio 44117, USA,
hereinafter referred to as MESOCOAT, herein represented by its Chief Executive Officer, Mr.
Andrew J. Sherman, PETROBRAS and MESOCOAT also herein jointly referred to as
PARTIES, or individually referred to as PARTY, execute this COOPERATION AGREEMENT,
WHEREAS
The PARTIES signed a Confidentiality Agreement, as of August 3rd, 2010, with the object of
further development and transition to commercialization of advanced cladding materials and
respective application techniques;
The PARTIES intend to develop and qualify a process for application of CRA (corrosion
resistant alloys) on internal and external surfaces of pipes using plasma arc lamp;
PETROBRAS does not ensure future demands and/or purchases arising out of this
COOPERATION AGREEMENT.
ARTICLE ONE - OBJECT
1.1.
The object of this COOPERATION AGREEMENT is the concerted effort of the
Parties to develop the technology, which will be approved after lab and field tests, in order to
meet the technical specifications established in the Work Plan of Annex 1.
1.2.
The technologic development of this COOPERATION AGREEMENT covers a
process for application of CRA (corrosion resistant alloys) on internal and external surfaces of
pipes using plasma arc lamp, in compliance with the Work Plan established in Annex 1.
ARTICLE TWO - DUTIES OF THE PARTIES
2.1 Act cooperatively to exchange the information necessary for the fulfillment of the object
of the COOPERATION AGREEMENT.
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2.2. Whenever possible and/or authorized by third Parties, grant full access of the other
PARTY, by means of their duly accredited technicians, to the information produced and to the
facilities where the activities related to this COOPERATION AGREEMENT will be performed.
2.3. Attend, on the dates and at the locations which shall be agreed by the PARTIES, the
meetings for assessments and clarifications of any problem related to this COOPERATION
AGREEMENT, by means of their duly registered representatives.
2.4. Comply, including outsourced staff, with HSE rules, and Occupational Medicine, in the
locations where the activities related to this COOPERATION AGREEMENT will be developed.
2.5 Be in charge of the supervision and technical and administrative management of
manpower necessary for the performance of this COOPERATION AGREEMENT.
2.6. Not disclose any data or information on this COOPERATION AGREEMENT, unless with
the previous authorization of the other PARTY, exception for the mere communication of its
existence.
2.7. Be full responsible for the compliance with this COOPERATION AGREEMENT, given
this responsibility may not be in any way diminished or shared by the possible participation of
third parties hired by the PARTIES.
2.8. Respect the intellectual property rights of the other PARTY or of third parties already
existing before the execution of this Cooperation Agreement. Respect the industrial or
intellectual property rights of the other party or of third parties; given that the intellectual
property rights related to any invention generated under the terms of this agreement, except
for the joint and equal Brazilian rights specifically established in item 8.1., shall be property of
the company whose employee conceived such invention. If such invention is based on
Confidential Information (as defined on the Confidentiality Agreement existing between the
parties – Annex 2) of the other party, the other party shall receive joint and equal Brazilian
ownership interest in such invention.
ARTICLE THREE – DUTIES OF MESOCOAT
3.1.
Provide PETROBRAS, in any development stage, access to the information directly
connected to the object and necessary for the development of this COOPERATION
AGREEMENT, which are of their ownership, of their subsidiary or controlled companies,
established in Brazil or abroad, or which belong to third parties which do not oppose to the
disclosure of such information.
3.2.
Perform again, at their expenses, the works related to the object of this
COOPERATION AGREEMENT which were performed in noncompliance with the applicable
technical documents and standards.
3.3.
Perform the analysis and risk management related to Health, Safety and
Environment.
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3.4.
Abide by the schedule of activities and terms established under this COOPERATION
AGREEMENT, documenting all stages, by means of partial and final Reports, in accordance
with the provisions set forth in the Work Plan (Annex 1).
3.5. Hold PETROBRAS harmless against any claims, in or out-of-court lawsuits, being fully
responsible for the infringement of industrial property, trademark and patent rights, as well as
trade secrets and other third party rights related to this COOPERATION AGREEMENT.
3.6 - Appoint personnel, suppliers and other manpower to work in the activities of the project.
3.7.
Develop a Check Matrix related to the equipment where the technology will be
applied. This Matrix shall be implemented for the clients of PETROBRAS which intend to have
it implemented. The cost of this Engineering Service is not included in this Cooperation
Agreement, and it shall be the object of a direct agreement between MESOCOAT and the
Client.
3.8 - Assume full responsibility for the infringement of industrial property, patent, trademark
and trade secret rights and other rights of third parties and be liable in the event of possible
future infringement of these rights connected to the technology
ARTICLE FOUR – DUTIES OF PETROBRAS
4.1.
Provide data and information necessary for the development of the technology object
of this COOPERATION AGREEMENT, as well as appoint personnel, employees and other
manpower to work in the activities of this project.
4.2. Under the conditions established in this COOPERATION AGREEMENT, transfer to
MESOCOAT the financial resources established in the Article Six of this COOPERATION
AGREEMENT.
4.3
Work in concert with MESOCOAT to arrange the field test conditions which are
representative of the operational scenarios.
4.4
Supervise, inspect and audit, at any time, the works performed by MESOCOAT, in
order to contribute for the development of the technology.
4.5 – The meetings shall be held at the MESOCOAT facilities as a first option, as they shall
be scheduled for the assessment of performance data and the conduction of laboratory tests.
ARTICLE FIVE – STAGES AND MANNER OF PERFORMANCE AND MONITORING
5.1- The activities and goals of this project shall be divided in 2 stages, as defined in Annex
1, where all stages will be detailed.
5.2- The performance and schedule of the activities object of this COOPERATION
AGREEMENT are described in Annex 1, which is an integral part of this instrument.
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5.3.
The development may be supervised, inspected and audited by PETROBRAS or by
any third party contracted by PETROBRAS for this purpose, at any time, before, during and
up to 20 (twenty) business days after the development. In the event PETROBRAS intends to
supervise, inspect or audit the Project, PETROBRAS shall communicate with MESOCOAT 20
(twenty) business days in advance, at least, as of the date of the event.
5.4.
For performing any and all step of the inspection or audit of the development of this
COOPERATION AGREEMENT, MESOCOAT shall present PETROBRAS, or a third party
contracted by PETROBRAS, the necessary drawings and documents.
5.5.
The approval of drawings and documents, performed by PETROBRAS or a third
party contracted by PETROBRAS for this purpose, does not exempt MESOCOAT from the
responsibility of acting in compliance with the requirements specified herein.
5.6.
PETROBRAS reserves the right to reject items or stages, in whole or in part,
whenever they are noncompliant with the COOPERATION AGREEMENT and its Annexes.
5.7.
MESOCOAT shall communicate with PETROBRAS 20 (twenty) business days in
advance, at least, as of the date in which the specimens will be available for the performance
of the short duration tests in laboratory. The beginning of the tests shall occur on the day
following to the arrival of PETROBRAS inspector(s) at the location of tests.
5.7.1. In the cases in which the inspection does not occur due to a fact attributable to
MESOCOAT, this shall reimburse PETROBRAS all costs resulting from the inspector’s
attendance at its facilities.
5.7.2. The costs resulting from any new inspection, due to the rejected item or step in
noncompliance with the provisions in the COOPERATION AGREEMENT, shall be charged
from MESOCOAT.
5.7.3. If PETROBRAS’ inspector(s) does(do) not arrive on the date scheduled for the
performance of the tests, MESOCOAT will be free to conduct the tests as per the schedule
previously approved in the communication set forth in the item 5.7. above.
ARTICLE SIX - FINANCIAL DISBURSEMENT AND TRANSFER
6.1 - PETROBRAS shall make a financial disbursement amounting to *** for the fulfillment of
the object of this COOPERATION AGREEMENT.
6.2 - The financial disbursement shall be transferred to MESOCOAT, subject to the following:
6.2.1. In the event of the execution of this instrument, the first transfer of 30% of the value
described in item 6.1 shall be made;
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Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.
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6.2.2. The Second transfer shall be made after the approval of the Report of Stage I,
amounting to 20 % of the value of item 6.1;
6.2.3. The third transfer shall be made after four months as of the approval of the Report of
Stage I, amounting to 30% of the value mentioned in item 6.1;
6.2.4 The fourth and last transfer shall be made after the approval of the Final Report,
amounting to 20% of the value of item 6.1;
6.3 Each transfer shall be the object of an exclusive receipt, and supplemental transfers are
hereby void, except when an adjustment is applicable, whereupon the corresponding
supplemental transfer shall be made, under the terms established in the Adjustment Article.
6.4 The supporting documents of the events shall always set forth the number of this
COOPERATION AGREEMENT.
6.5. The transfers shall be made by means of deposit to a specific current account for the
project, namely: current account no. ................, of Bank ...................... (code ......), Branch
............ (code ......). The bank deposit voucher shall be valid as settlement of the due amount.
(REQUEST THE BANK DATA TO MESOCOAT)
6.6.
Each transfer owed under this COOPERATION AGREEMENT shall be made by
PETROBRAS to MESOCOAT in US dollars, within the term of 30 (thirty) calendar days (or
the first business day after that), counted as of the closing and approval of the corresponding
activity, indicated in item 6.2. and its sub-items.
6.7 MESOCOAT shall indicate, up to eight days after the end of such activity, the receipt
corresponding to the transfer value, followed, as the case may be, by the indexes used for the
ascertainment of such value, with the statement of calculations, as well as all the
documentation requested for the transfer.
6.8
In the cases in which the field qualification tests are closed due to unsatisfying
results, PETROBRAS is exempt from the obligation of making the transfers of the
installments following to such tests, as established in item 6.2.
6.9
Should MESOCOAT hand in the supporting documents of the events after the
established term, the transfer shall be postponed in as many days as the ones corresponding
to the delay in the delivery of such documentation.
6.10 - MESOCOAT shall render accounts of the previous transfers in order to receive the
subsequent one, including proceeds obtained with financial investments of the resources
transferred and temporarily not applied in the object of this Agreement.
6.11 – The transfers shall be released in strict compliance with item 6.2 above, except in the
cases described as follows, event in which they shall be retained up to the settlement of the
irregularities found:
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6.11.1 – whenever there is no proof of proper and regular application of the previous transfer;
6.11.2 – whenever a deviation of the purpose in the application of the transfer is found;
6.11.3 – whenever there are unjustified delays in the fulfillment of stages or phases of the
Work Plan (ANNEX no. 1);
6.11.4 – whenever there is default of MESOCOAT related to other articles of this
COOPERATION AGREEMENT;
6.11.5 – whenever MESOCOAT fails to adopt the remedies pointed out by PETROBRAS.
ARTICLE SEVEN – ADJUSTMENT
7.1 -
The transfers are fixed and may not be adjusted.
ARTICLE EIGHT – INTELLECTUAL PROPERTY, LICENSE AND ROYALTIES
8.1– The intellectual property resulting from this COOPERATION AGREEMENT shall be the
joint property, divided in equal proportions between both Parties in Brazil, as well as in
abidance by the intellectual property rights of ownership of each one of the Parties or of third
parties before the execution of this COOPERATION AGREEMENT.
8.1.1
The intellectual property rights owned by MESOCOAT before the execution of this
COOPERATION AGREEMENT are attached hereto as Annex 3 and, in any case, shall not be
object of co-ownership between the Parties.
8.1.2
MESOCOAT represents that it has an exclusive license of US patent
nos.US6174388 and US7220936 (which cover the high density infrared process using a
plasma arc lamp) in the field of use of wear and corrosion resistance and is the owner of
the design for the Plasma Arc lamp commissioned for this project; and that no other
parties have rights to exploit this intellectual property in the field of use of wear and corrosion
resistance.
8.1.3 MESOCOAT accepts full responsibility for the use of the Plasma Arc
Lamp technology, in particular, to the rights of the intellectual property.
8.2.
For the purposes of this COOPERATION AGREEMENT, the patent applications
relating to improvements or inventions co-owned by the Parties (as provided for in item 2.8.
above), will be filed in Brazil in the names of the co-owners and will be filed abroad in the
name of MESOCOAT alone. PETROBRAS undertakes to sign and execute any documents,
assignments and waivers required for MESOCOAT to file patent applications in any
jurisdictions other than Brazil.
8.2.1– Regarding the Brazilian co-owned patent, PETROBRAS and MESOCOAT shall
ensure one another an irrevocable and unrestricted license, free of charge, as well as the
respective enjoyment of the intellectual property resulting from this COOPERATION
AGREEMENT.
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8.2.2 – The license mentioned in the item above includes the option of use, directly by the
Party and by its subsidiary and controlled companies. In addition to this, the use by third
parties contracted by the Party shall be permitted, provided that the result of the intellectual
property is applied in the industrial activities of the Party.
8.3 – Considering the joint property patent described in item 8.1, MESOCOAT, its subsidiaries
and assignees, shall receive a full non-exclusive license for practicing, having practiced and
for trading the products incorporating such patent, including for local and international
competitors of PETROBRAS, subject to the terms of trade described in items 8.4 and 8.7
below.
8.4 – A ***, whenever orders are placed, shall be given to PETROBRAS, which shall also
cover the relevant projects of PETROBRAS in other countries my means of MESOCOAT or
authorized manufacturer, in accordance with the following progression:
a) *** in the first *** years of production;
b) *** during *** years, after the *** year;
c) ***, thereafter up to the patent term expiration.
8.4.1
Orders placed by PETROBRAS shall, whenever possible and wherever they take
place, have preference over orders placed by other clients subject to any financial assistance
that may have been received to build the production facility and the terms under which that
financing has been made.
8.4.2
In the event MESOCOAT receive an offer by any third party to finance a
production facility outside of Brazil, PETROBRAS shall have 20 (twenty) business
days to exercise the right of first refusal to accept the same terms of financing or
assistance.
8.5 – It is hereby established that the Parties may grant non-exclusive licenses, in Brazil, for
third parties to use the technology object of this COOPERATION AGREEMENT by means of
an express and previous authorization of the other holder of the patent and the respective
compensation of the Royalties owed, according to item 8.8, and with the exception of the
assumption described in article 8.6.
8.6 – With respect to the right of granting licenses for third parties in Brazil made by
MESOCOAT, PETROBRAS may use the veto right for such requests for licensing , up to the
final term of validity of the Patent. Due to the exercise of the veto right by PETROBRAS,
MESOCOAT shall be entitled to one single compensation for the first veto, at the value
equivalent to 100% of the corresponding amount of the hindered business, provided that the
assumption considered is proven. On other vetoes, there shall be no room for compensation.
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8.7 – MESOCOAT shall take reasonable and prudent actions to promote the commercial
availability of the product and technology in Brazil, with a price compatible to the market.
Should this not occur in reasonable time of at least three years, PETROBRAS may freely
license, with no need of previous authorization from MESOCOAT, third parties to produce the
material, using the technology in issue, in order to promote the development of suppliers in
Brazil.
8.8 The Parties agree to stipulate the value of royalties at ***% for the net value of
licensing, to third parties, of the technology resulting from this Cooperation
Agreement.
8.9 In the event of the assignment of the ownership of the patent rights, resulting from this
COOPERATION AGREEMENT, preference shall be given to the other Party for the purchase
of property portion of ownership, in equal conditions, applying the same rules for licensing,
including veto, set forth in item 8.6 above.
8.9.1. The Parties have the right of first refusal to acquire the portion of ownership of the other
Party on equal terms and price conditions to those offered to third parties. Such right of first
refusal shall be exercised by the Party within thirty (30) days after the receipt of a written
notice by the other Party, which shall include the name of the third party and the value and
conditions of the transaction..
8.10 - In all protection request forwarded to the proper authorities the names of the claimants
of both Interest Parties shall be mentioned, observing item 8.2 above.
8.11 – The Interest Parties shall be responsible for the application for registry of patentable
results, for the follow-up of the registry concession procedure, as well as of its maintenance in
effect, observing item 8.2 above.
8.11.1 - The expenses of legal protection of the results shall be divided at the proportion of
ownership established in item 8.1 above, observing item 8.2 above.
8.12
The PARTIES shall divide, at the proportion of ownership of the intellectual property
established in item 8.1, the fees related to any claim or claiming of rights of intellectual
property in Brazil, answering, at the same proportion, for the burden that may be supported in
consequence of such demands or claims.
ARTICLE NINE - ASSIGNMENT AND TRANSFERENCE
9.1.
The assignment or transference of duties established in this instrument is not
permitted, including rights to due transfers or payable in the future, without prior consent of
the Parties.
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respect to the omitted portions.
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ARTICLE TEN - ANNEXES
10.1.
The annexes of this COOPERATION AGREEMENT are:
Annex 1 – Work Plan***
Annex 2 – Confidentiality Agreement
Annex 3 – Exclusive Intellectual Property
ARTICLE ELEVEN – RESPONSIBILITIES
11.1 PETROBRAS and MESOCOAT’s responsibility for damages shall be limited to direct
damages, in accordance with the Brazilian Civil Code and applicable legislation, excluded
losses of profits and consequential losses, direct damages limited to 100% (one hundred
percent) of the total adjusted value of this COOPERATION AGREEMENT.
11.2.
Each one of the Parties shall be fully liable for damages it causes to third parties,
secured the right of redress, as required by law, including third-part practice, in order to
undertake right of defense.
11.2.1 – It shall be object of recourse what the third party effectively may acquire in or out of
court, plus all incurred expenses, such as legal costs, attorney's fees, out-of-court expenses,
among others.
ARTICLE TWELVE - CONFIDENTIALITY
12.1-
The parties have executed a previous Confidentiality Agreement, as of August 3rd,
2010, which now is part of this COOPERATION AGREEMENT in all of its articles, and binds
both parties equally. The Confidentiality Agreement is in the Annex 2 of this COOPERATION
AGREEMENT.
12.2 - The Parties are bound on keeping under confidentiality, for the term of 20 (twenty)
years, all information that is disclosed to each other, aiming at the execution of the agreement
purpose.
12.2.1 - The Parties, for purposes of confidentiality, is bound by its board of directors,
employees, committed parties and representatives in every way.
12.2.2 - All information obtained by the Parties during the execution of this COOPERATION
AGREEMENT, at their facilities or originated from the Parties, even if not directly related to
the execution of this COOPERATION AGREEMENT, shall be kept under confidentiality under
the terms and conditions of this Article.
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respect to the omitted portions.
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12.3– The Parties acknowledges that the technical specifications, for purposes of execution of
this COOPERATION AGREEMENT, are not liable of appropriation, being property of each of
them.
12.4 - The non-compliance with the confidentiality commitment shall result in:
a) denounce of this COOPERATION AGREEMENT, if in force;
b) under any hypothesis, in responsibility for damages;
12.5 – Only the following hypothesis shall stand as exception for the confidentiality
commitment:
a) information proven as known before the negotiations;
b) upon prior and express consent from PETROBRAS regarding the release of confidentiality
commitment, manifested as an authorization of highest authority of the body responsible for
the COOPERATION AGREEMENT;
c) the information has been proven as knows by another source, legally and legitimately,
regardless of this COOPERATION AGREEMENT;
d) legal and/or government determination for knowledge of information, as long as notified
forthwith to PETROBRAS, beforehand to the release, and being the defendant required
justice secret in its legal and/or administrative tract.
12.6- The Parties agree that the disclosure of any issue arising out of the implementation of
the object of this agreement, by means of publications, reports, meetings and other notices
demands prior approval from both parties.
12.7 - The Party shall be consulted in thirty calendar days as of the request receipt, to provide
a judgment on the requested disclosure.
12.8 – The consulted Party may, in a justified form, authorize the disclosure partially, or even
totally, under the condition that a new wording is adopted by the Parties.
12.9 - A MESOCOAT request shall be handed to PETROBRAS by MESOCOAT’s Technical
Coordinator, specially designated by the Cooperation Agreements.
12.10 – Upon request from PETROBRAS, a MESOCOAT technician responsible for the
monitoring of services shall be sent forthwith to the Manager, at PETROBRAS sole expenses.
12.11 - The publications, notices or announcements of any type related to the development of
services and other activities related to this COOPERATION AGREEMENT shall mention,
explicitly, PETROBRAS and MESOCOAT’s interest as entities that promote such activities,
with the optional use of their logos.
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12.12 - Should the Parties logos be attached for the purpose above, its internal rules of use
shall be observed. The logo standards of each of the Parties shall be sent by electronic
means and must be observed by the Parties.
ARTICLE THIRTEEN – TERMINATION AND DENOUNCE
13.1 - This COOPERATION AGREEMET shall be terminated by operation of law after its
duration is elapsed should there be no extension, as well as when the fulfillment of its object
becomes impossible, or due to mutual consent of the parties, without any compensation,
except for the right of rendering of accounts for the values transferred and whose use is not
duly proven upon termination of this COOPERATION AGREEMENT.
13.2 – Both parties may, at any time, denounce this COOPERATION AGREEMENT, upon
prior notification, whose effects shall be produced within the deadline of 30 (thirty) days as of
its receipt.
13.3 – Under any hypothesis, the confidentiality and intellectual property articles are safe, as
well as the financial obligations already assumed.
13.4 - In case of termination of this COOPERATION AGREEMENT, MESOCOAT:
13.4.1 – shall render accounts and refund the values whose usage is not proven, under pain
of legitimating the passing party and demand them in court;
13.4.2 – shall refund the sums of financial contributions in their possession, including the
revenues obtained due to stipulation in item 6.1 and that, although transferred, have not been
used or have been used improperly.
13.5.
Upon denounce of the COOPERATION AGREEMENT by initiative of MESOCOAT,
he or she shall be obliged to refund all transfers performed by PETROBRAS, regardless of
proven usage, with monetary restatement, besides the materials possibly provided by
PETROBRAS or the corresponding value.
13.6.
In case of a breach of any article of this COOPERATION AGREEMENT by
MESOCOAT, PETROBRAS, before using its right to denounce this agreement, shall, within
30 (thirty) days of becoming aware of the breach:
a) stop payment orders of the transfers, until MESOCOAT fulfills completely the article or
condition infringed;
b) fix compatible deadline, at its discretion, with the arrangements that should be adopted, in
which MESOCOAT shall be obliged to solve the breach.
13.7 There shall be deemed grounds for termination of this COOPERATION AGREEMENT
the alteration of the corporate purposes or of MESOCOAT’s company structure which may, at
the discretion of PETROBRAS, affect adversely the execution of the COOPERATION
AGREEMENT.
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13.8.
In the event of termination of this COOPERATION AGREEMENT motivated by
MESOCOAT, he or she shall be obliged to repay the value of the transfers already made by
PETROBRAS, duly adjusted according to description of Article Eight, besides the materials
possible provided by PETROBRAS or the corresponding value.
13.9.
This COOPERATION AGREEMENT may, further to 13.2 be terminated by
PETROBRAS, in which event the values corresponding to the part of the activities already
performed by MESOCOAT shall be transferred to MESOCOAT.
ARTICLE FOURTEEN - EFFECTIVENESS
14.1.
The period of effectiveness of this COOPERATION AGREEMENT shall be of 18
(eighteen) months, as of its signature, and it may be extended, by means of additive
solemnized by the PARTIES.
ARTICLE FIFTEEN – AMENDMENTS TO THE COOPERATION AGREEMENT
15.1.
The PARTIES may mutually agree to amend the COOPERATION AGREEMENT
upon execution of an Addendum.
ARTICLE SIXTEEN – PREVAILING LANGUAGE
16.1 – The PARTIES elect as prevailing language the English language in cases of
divergences between bilingual contract instruments – in Portuguese/English languages –
prevailing the Cooperation Agreement written in English.
ARTICLE SEVENTEEN - VENUE
17.1 – Any controversy, conflict or claim arising out or of any other form related to this
COOPERATION AGREEMENT shall be firstly negotiated amicably and in good faith between
the PARTIES, aiming at the delivery of a binding agreement formalization for the Parties.
17.2 - Should the negotiations referred to in item 17.1 be frustrated, completely or partially,
the Parties undertake to submit to arbitrage any disputes originated from the execution or
interpretation of the terms of this COOPERATION AGREEMENT, expressly renouncing to
any legal means for the solution of possible existing disputes.
17.2.1 - The Parties may only appeal to Judiciary Courts for purposes of acquisition of
preliminary injunctions, preventive procedures or preliminary matters, once there is imminent
injury to right.
17.3 – The application and interpretation of this COOPERATION AGREEMENT shall be
governed by the Brazilian legislation and its principles, excluding any other laws, by-laws,
regulations, orders or precedents of judicial decisions that would demand or would have to
give preference for the application of another venue laws.
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17.3.1 – The arbitrary judgment based on decision of equity is authorized. (should there be
interest in the permission of trial without properly legal fundaments, due to common practice
and usual market practices).
17.4 - The arbitrage shall be conducted by the Court of International Arbitration in London,
England, (United Kingdom), under the procedure Rules of the London Court of International
Arbitration (LCIA) in force at the time the arbitrage starts.
17.4.1 – Any issues not considered in this article or in the procedure rulings of the Court of
Arbitration elected in item 17.4 shall be solved based on the Brazilian law of arbitrage in force.
17.5. - PETROBRAS shall name an arbitrator and MESOCOAT shall indicate another one,
and both arbitrators thus designated shall indicate a third one to act as Chairman.
17.6. – The official language of arbitrage shall be English and all arbitrators shall be fluent in
such language.
17.7. –The arbitrator’s judgment shall be whole, conclusive and binding for all Parties, and he
or she may determine attorney’s fees and costs, including those related to the performance
and procedure of arbitrage and compensation of the arbitrators, attributing them exclusively to
one or, under any proportion, to both parties.
17.8. - The Judgment may be executed by the party in any country, answering to its internal
standards regarding the executive matter.
In witness whereof, the PARTIES sign this instrument in two counterparts of equal content
and form, jointly with the two witnesses below.
Rio de Janeiro, .....................................
/s/ Paulo Renato Almeida Cellular
PETROLEO BRASILIERO S.A.- PETROBRAS
Paulo Renato Almeida Cellular
Engineering Manager of Transportion the Pipeline and Gas
ENGENHARIA/IETEG/ETEG
/s/ Andrew Sherman
MESOCOAT Inc.
Andrew J. Sherman
CEO
WITNESSES:
Witness 1: /s/ Jorge Fernando Pereira Coelho
Name: Jorge Fernando Pereira Coelho
Witness 2: /s/ Robert H. Miller
Name: Robert H. Miller
13
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT
(INDICATED BY ASTERISKS HAS BEEN OMITTED AND FILED SEPERATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
ANNEX I
COOPERATION AGREEMENT N.° 0802.0064302.10.9
CONFIDENTIAL
MESO COAT
Work Plan
CermaClad - Plasma Arc Lamp Fused Alloy Cladding for Inner Pipe Surfaces
Amended 2011/01/05
1- Company Data
1.1 Name: MesoCoat, Inc.
Address: 24112 Rockwell Dr.
Euclid, OH USA 44117
Tel: 00 +1 216 453 0866
Fax: 00 +1 216 404 0054
E-Mail: asherman@mesocoat.com
Internet: www.mesocoat.com
Main Activity: Cermet and metallurgical coating material, equipment and application development
1.2 Coordinators:
Name: ***
Profession: ***
Address: Same as above
Tel: 00 +1 216 453 0866 X: ***
E-mail: ***
Name: ***
Profession: ***
Address: ***
Tel: ***
Email: ***
2- Project Data:
2.1 Title: CermaClad Focused Energy Metal Fusion Cladding and Coating
2.2 Program: Material and process characterization, and qualification for production application of plasma arc lamp
fused metal cladding to plate and pipe interior surfaces.
2.3 Project Duration: 18 months.
2.4 Research Objectives
Identify and characterize the material, equipment, and installation process for the production application of *** thick
plasma arc lamp fuseable *** metallurgically bonded cladding to plate and pipe interior surfaces. The project will
consist of 3 phases. Each phase will be based upon completion milestones as described herein.
_________________
***
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ANNEX I
COOPERATION AGREEMENT N.° 0802.0064302.10.9
CONFIDENTIAL
MESO COAT
2.5 Benefits
The number of projects experiencing temperatures, pressures, abrasion, and/or chemistries beyond the performance
capability of thermoset and thermoplastic coating systems is growing rapidly. The alternative is special alloy steel.
CermaClad employs a fusion process that minimally impacts the properties of the base metal. Designed for
application at the coating plant or mill level, this rapid fusion process is suitable for application to interior and exterior
of pipe as well as plate prior to rolling.
Overall, development of the CermaClad process will produce a reliable and highly cost competitive method of
applying a functional metal alloy to a common steel surface in the form of a cladding or coating.
2.6 Location
Primary development through Phase 2 will be preformed and/or managed at the Mesocoat facility in Euclid, Ohio
USA. Phase 3 is anticipated to be conducted at an agreed upon location in Brazil.
Material and system testing through Phase 2 will be concluded, depending upon purpose, at three locations.
Screening tests of preliminary/prototype samples will be performed at the Mesocoat facility for the purpose of risk
reduction and to provide an improved understanding of the materials and system. Qualification testing, based upon a
set of determined test protocols, will be performed by an outside facility such as *** under the direction of *** or as
mutually agreed upon by all project partners. A prototype pipe section will be delivered to Petrobras for testing at a
facility of their choice using parameters as directed by Petrobras and identified through the research effort/program.
2.7 Deliverables:
The primary effort of identification and characterization of the material, equipment, and installation process will be
performed in two phases based upon an established set of completion milestones, culminating in the delivery of a
completed prototype pipe section to Petrobras for evaluation and testing. Upon successful completion of Phases 1
and 2, funding for a third project phase is anticipated for the design and installation of a pilot level internal pipe
cladding facility at a mutually agreeable location.
The scheduled duration of Phase I is 8 months with the objective of characterizing and qualifying the material and
process. Phase 1 will also include the design and placement of an order for a plasma arc lamp head suitable for
operating inside a pipe section. The Phase II period of performance will be 10 months with the objective to complete
material and process development including designing and manufacturing a prototype facility for cladding the inner
surface of a 10 inch pipe.
Deliverables for each of the project phases will be tied to particular project milestones as listed below. The following
assumptions have been made:
• Phase I testing and qualification coupons will be produced in-house at MesoCoat’s facilities in Euclid, OH.
• Phase II testing and qualification pipe sections will be produced at the *** facility in Cleveland, OH.
• Petrobras will provide pipe sections for coating application, fusion process development and screening and
qualification testing.
• Payment schedule based upon the totals listed in Section 2.11shall be:
30% up to *** working days after Cooperation Agreement Signature;
20% on completion and approval of ***;
30% after conclusion of steps *** and ***;
20% upon completion and approval of ***.
_________________
***
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ANNEX I
COOPERATION AGREEMENT N.° 0802.0064302.10.9
CONFIDENTIAL
MESO COAT
Phase I: Materials and Process Qualification and Lamp Head Configuration
Duration: 8 months
Cost:
***
M1. ***
M2. ***
M3. ***
M4. ***
M5. ***
M6. ***
M7. ***
Phase II: Scale-up of process and equipment capability using *** facility in order to demonstrate, verify, and identify
design requirements to construct a prototype facility for coating the inner surface of a *** diameter pipe
Duration: 10 months
Cost:
***
M8. ***
M9. ***
M10. ***
M11. ***
M12. ***
M13. ***
M14. ***
M15. ***
Phase III: Finalize the design and construct a pilot plant coating facility in Brazil with the capacity for producing
cladding on the interior diameter of pipes and tubes with section lengths of at least ***.
The Funding Mechanism and Milestone Schedule for Phase Ill is not part of the Plan. To be determined and finalized
during the Phase II work effort.
2.8 Control Mechanism:
Submittal of bi-monthly progress reports according to the Milestone Schedule and technical review, including follow-
on funding requests and status of funds reports.
_________________
***
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ANNEX I
COOPERATION AGREEMENT N. ° 0802.0064302.10.9
CONFIDENTIAL
MESO COAT
2.9 Team:
2.9.1 — Technical Team
Name
Title
Specialization
Company
***
***
Coating process and equipment
MesoCoat, Inc.
***
***
Project Oversight
MesoCoat,Inc.
***
***
Quality Control and
MesoCoat, Inc.
A
***
***
Equipment design and integration MesoCoat,Inc.
Cladding and Application
***
***
Specialist
MesaCoat, Inc.
***
***
Metallography, Coating Analysis
MesoCoat, Inc.
***
***
Application and Processing
MesoCoat,Inc.
***
***
Project Management
***
2.9.2
Supporting Team (Administrative, Financing, etc.)
Name
Title
Specialization
Company
***
***
Application Analysis
MesoCoat, Inc
Financial
***
***
administration
MesoCoat, Inc.
and analysis
_________________
***
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ANNEX I
COOPERATION AGREEMENT N.° 0802.0064302.10.9
MESO COAT
CONFIDENTIAL
2.10 Schedule:
Month
Phase 1 Activity
1
2
3
4
5
6
7
8
M1
X
M2
X
M3
X
M4
X
M5
X
M6
X
M7
X
Month
Phase 2 Activity
9
10 11 12 13 14 15 16 17 18
M8
X
M9
X
M10
X
M11
X
M12
X
M13
X
M14
X
M15
X
ANNEX I
COOPERATION AGREEMENT N.° 0802.0064302.10.9
MESO COAT
CONFIDENTIAL
2.11 Budget:
Personnel
Position
Hours
Rate
Total
Chief Engineering Officer
***
$***
$***
Chief Technical Officer
***
$***
$***
Coatings General Manager
***
$***
$***
Coatings Quality Manager
***
$***
$***
Systems Engineer
***
$***
$***
Coatings Technician
***
$***
$***
Metallographer
***
$***
$***
Business Manager
***
$***
$***
Administrative Manager
***
$***
$***
Labor Sub-Total
$***
Equipment
Description
QTY
Cost
Total
PAL Head
***
$***
$***
Translation System
***
$***
$***
Manipulation System
***
$***
$***
Position Controller
***
$***
$***
Alignment and Leveling
***
$***
$***
Gas Generator
***
$***
$***
Equipment Sub-Total
$***
Other Direct Costs
Materials and Supplies-Sub Total
$***
Subcontracts
Company
Description
Cost
***
Project Management
$***
***
Plasma Arc Lamp coating development
$***
(***)
Outside Testing
Perform qualification testing at neutral
$***
laboratory
Equipment Design
Design and oversee prototype unit
$***
manufacture and systems integration
Subcontractors Sub-Total
$***
Project Total
$***
_________________
*** Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (hereinafter
referred
to
as
the
("Agreement") is made this 3 th day of july of 2010 ("Effective Date"), by and
between PETROLEO BRASILEIRO SA. - PETROBRAS, a public and private joint stock
company, organized and existing under the laws of the Federative Republic of Brazil, enrolled
as a corporate taxpayer (C.N.P.J.) under number 33.000167/0001-01, with main office at Av.
Republica do Chile, 65, Rio de Janeiro, RJ, Brazil, (hereinafter referred to as PETROBRAS")
herein represented by the Manager of ENGENHARIA/IETEG/ETEG/DTEC,Mr. Paulo Marcelo
de Figueiredo Montes, and MESOCOAT Advanced Coating Technologies with main office at
24112 Rockwell Drive Euclid, Ohio 44117, USA, herein represented by The Chief Executive
Officer Mr. Andrew J. Sherman.
PETROBRAS and MESOCOAT Advanced Coating Technologies are herein jointly
referred to as "PARTIES" and individually as "PARTY".
WHEREAS
• Each PARTY is interested in disclosing certain of its confidential and proprietary
information related to that PARTY's "TECHNOLOGY" as defined herein
(hereinafter referred to as "CONFIDENTIAL INFORMATION" as defined herein);
and each PARTY desires to keep secret and proprietary to itself the content of
such disclosure;
• Each PARTY desires to receive the other PARTY's CONFIDENTIAL
INFORMATION to further development and transition to commercialization of
plasma arc lamp fused CRA cladding (hereinafter referred to as "PURPOSE").
Now, therefore and in consideration of the mutual promises set forth herein below, the PARTIES
hereto agree as follows:
ARTICLE 1— DEFINITIONS
1.1"CONFIDENTIAL INFORMATION" means all information as well as all or part of the
information contained therein, disclosed by the DISCLOSING PARTY to the RECEIVING
PARTY, orally and/or in writing on any support or media related to the PURPOSE, identified
as confidential at the time of disclosure or within thirty (30) days of its disclosure.
1.2"DISCLOSING PARTY” - means the PARTY which discloses its CONFIDENTIAL
INFORMATION to the RECEIVING PARTY
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
2/7
1.3 "RECEIVING PARTY" - means the PARTY which receive the other PARTY's
CONFIDENTIAL INFORMATION.
1.4 "TECHNOLOGY" - as to MESOCOAT means equipment, materials, processes related to
cladding; as to PETROBRAS means metallurgy, application and testing of metallurgical
products, and, field data.
ARTICLE 2— CONFIDENTIAL INFORMATION
2.1 The RECEIVING PARTY shall treat the CONFIDENTIAL INFORMATION in the same
manner as it treats its own CONFIDENTIAL INFORMATION and shall not, without any
prior written consent of the DISCLOSING PARTY, use the CONFIDENTIAL
INFORMATION for any other purpose than the PURPOSE.
2.2 The RECEIVING PARTY agrees that the CONFIDENTIAL INFORMATION shall be kept
strictly confidential for a period of 20 (twenty) years from the Effective Date and shall not
be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever,
including by means of photocopy, reproduction or electronic media, without the
DISCLOSING PARTY'S prior written consent, except as provided in this Agreement. The
disclosure period shall extend for a period of 36 (thirty six) months from the Effective
Date.
2.3 The RECEIVING PARTY may disclose the CONFIDENTIAL INFORMATION without the
DISCLOSING PARTY'S prior written consent only to the extent such information:
(a) is already known to the RECEIVING PARTY as of the date of disclosure hereunder;
(b) is already in possession of the public or becomes available to the public other than
through the act or omission of the RECEIVING PARTY or of any other person to whom
CONFIDENTIAL INFORMATION is disclosed pursuant to this Agreement;
(c) is required to be disclosed under applicable law, stock exchange regulations or by a
governmental order, decree, regulation or rule (provided that the RECEIVING PARTY
shall make all reasonable efforts to give prompt written notice to the DISCLOSING
PARTY prior to such disclosure);
(d) is acquired independently from a third party that represents that it has the right to
disseminate such information at the time it is acquired by the RECEIVING PARTY; or
(e) is developed by the RECEIVING PARTY independently of the CONFIDENTIAL
INFORMATION received from the DISCLOSING PARTY.
(f) is required to be disclosed due to legal and/or government order, provided that such
order is promptly notified to the DISCLOSING PARTY before the release, requiring
secrecy regarding its legal/administration handling.
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
3/7
2.4
CONFIDENTIAL INFORMATION shall not be deemed to be within the foregoing
exceptions merely because it is:
(1) embraced by more general information in the public domain or in the RECEIVING
PARTY'S possession or;
(2) a combination that can be pieced together to reconstruct the CONFIDENTIAL
INFORMATION from multiple sources, none of which shows the whole combination,
its principle of operation and method of use.
2.5 The RECEIVING PARTY shall be responsible for ensuring that all persons to whom the
CONFIDENTIAL INFORMATION is disclosed under this Agreement shall keep such
information confidential and shall not disclose or divulge the same to any unauthorized
person.
2.6
The RECEIVING PARTY shall only disclose the CONFIDENTIAL INFORMATION to
those of its employees who have a need to know it for the PURPOSE, who have been
informed of the obligations of confidence and nonuse under this Agreement and who are
bound to the RECEIVING PARTY by obligations of non-use and secrecy no less stringent
than those contained in this Agreement.
2.7 The RECEIVING PARTY, for the purpose of confidentiality, binds their managers,
employees, agents and representatives
2.8
If the RECEIVING PARTY is authorized to disclose the CONFIDENTIAL INFORMATION
to either in whole or in part, it shall be a condition of such disclosure that prior to any
disclosure, the third party enter into an appropriate agreement with the RECEIVING
PARTY, whereby the terms of the present Agreement shall be respected and agreed
upon by said third party.
ARTICLE 3— LIABILITIES
3.1 The RECEIVING PARTY hereby acknowledges that the practice of disclosure other than
under the exceptions covered herein shall represent a violation which shall entitle the
DISCLOSING PARTY to seek injunctive relief to prevent breaches of this Agreement and
to specifically enforce the terms and provisions hereof, in addition to any other remedy to
which the DISCLOSING PARTY may be entitled, at law or in equity.
3.2 Neither PARTY shall be liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this Agreement,
including, without limitation, loss of profit or business interruptions, however same may be
caused.
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
4/7
3.3 The DISCLOSING PARTY hereby represents and warrants that it has the right authority to
disclose the CONFIDENTIAL INFORMATION to RECEIVING PARTY (or its
representatives). The DISCLOSING PARTY, however, makes no representations or
warranties, express or implied, as to the quality, accuracy and completeness of the
CONFIDENTIAL INFORMATION disclosed hereunder. The RECEIVING PARTYagrees
that the DISCLOSING PARTY shall have no liability whatsoever with respect to the use of
or reliance upon the CONFIDENTIAL INFORMATION by the RECEIVING PARTY
ARTICLE 4— TERMINATION
4.1 Subject to the provisions of this Agreement either PARTY may, on the giving one (1)
month's written notice, terminate this Agreement.
4.2 The confidentiality obligations set forth in this Agreement shall survive the termination of
this Agreement howsoever caused.
ARTICLE 5— AGENCY
5.1 No agency, partnership, fiduciary relationship, joint venture or other joint elation is created
between the PARTIES by this Agreement. Neither PARTY has the authority to bind the
other PARTY or to incur any obligation on its behalf. Specially, this Agreement shall not
be construed in any manner to be an obligation to enter into a contract.
ARTICLE 6 — RETURN OF CONFIDENTIAL INFORMATION
6.1 The DISCLOSING PARTY may demand the return of the CONFIDENTIAL INFORMATION
at any time upon giving written notice.
6.2 Within thirty (30) days of receipt of such notice, the RECEIVING PARTY shall return- all of
the original CONFIDENTIAL INFORMATION and shall destroy or caused to be destroyed
all copies and reproductions in whatever form, in its possession and in the possession of
persons to whom it was disclosed to pursuant to this Agreement. The RECEIVNG
PARTY agrees to provide the DISCLOSING PARTY with an affidavit attesting to the
destruction of the portion of the CONFIDENTIAL INFORMATION described above within
10 (ten) days after its destruction is complete.
ARTICLE 7— ENTIRE AGREEMENT
7.1 This Agreement constitutes the entire agreement of the PARTIES with respect to the
disclosure of the CONFIDENTIAL INFORMATION and supersedes and cancels all prior
communications, understandings and agreements between the PARTIES, whether
written or oral, expressed or implied, with respect thereto.
7.2
If any provision of this Agreement is found unenforceable, the remainder shall
be enforced as fully as possible and the unenforceable provision shall be
deemed modified to the limited extent required to permit its enforcement in a
manner most closely representing the intention of the PARTIES as expressed herein.
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
5/7
ARTICLE 8 - AMENDMENTS AND ASSIGNMENT
8.1 No amendments, changes or modifications to this Agreement shall be valid except if the
same are in writing and signed by a duly authorized representative of each of the
PARTIES herein.
8.2 Neither PARTY shall assign any of its rights or obligations hereunder, without the prior
written consent of the other PARTY."
ARTICLE 9- NOTICES
9.1
All notices, statements and other communications to be given, submitted or to
be made hereunder by either PARTY to the other shall be sufficiently given if
sent by facsimile or electronic mail and confirmed within one business day of
being sent, to the respective addresses of the PARTIES as specified below:
PETROLE0 BRASILEIRO S.A. - PETROBRAS
ENGENHARIA/ETEG/ETEG
Av. Republica do Chile, 65, Rio de Janeiro, RJ, Brazil
Attn.: Mr. Jorge Fernando Pereira Coelho
RJ, Brazil - CEP: 20031-004
Telephone: (55) (21) 3229-7845
Facsimile: (55) (21) 3229-2913
e-mail: jfcoelho@petrobras.com.br
MESOCOAT Advanced Coating Technologies
24112 Rockwell Drive Euclid, Ohio 44117, USA
Attn.: Mr. Andrew Sherman
Telephone: (1) - (216) - 453-0866
Facsimile: (1) - (216) - 404-0054
e-mail: ajsherman@mesocoat.com
ARTICLE 10 - WAIVER
10.1 No failure to exercise and no delay in exercising any rights, power or remedy
under this Agreement will operate as a waiver. Nor will any single or partial
exercise of any right, power or remedy preclude any other or further exercise of
that or any other right, power or remedy.
AFTICLE 11 - GOVERNING LAW/DISPUTES
11.1 This Agreement shall be governed and construed in accordance with the Brazilian laws,
excluding any choice of law or conflict of law principles and any other laws, statutes,
regulations, orders or case law that would require or tend to give preference to the
application of the laws of and other jurisdiction.
11.2 Any controversy, dispute or claim arising out of or in any way relating to this
Agreement shall be first negotiate in good faith between the PARTIES.
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
6/7
11.3 If the PARTIES cannot agree on all or part of the matters subject to controversy, or if
all outstanding issues in dispute are not fully and finally resolved through negotiation,
then the PARTIES agree that all remaining disputes shall be settled by binding
arbitration.
11.4 The arbitration shall take place in London, England, (UK) under the Arbitration Rules
of London Court of International Arbitration (LCIA) in effect at the time of the
arbitration is initiated. PETROBRAS shall appoint one arbitrator and MESOCOAT
shall indicate another, and both arbitrators so designated shall indicate a third one to
act as Chairman. The governing language of the arbitration shall be English and all
arbitrators shall be fluent in the governing language.
11.5 The arbitrators shall render a full complete, conclusive and binding resolution of the
dispute. The arbitration award may assess reasonable attorney's fees and costs,
including the costs of the arbitration and the arbitrators' compensation, against one or
more PARTIES. Enforcement of the award may be entered in any court having
jurisdiction thereof. This Agreement to arbitrate shall constitute an irrevocable waiver
of each PARTY's right to a trial by courts jury.
ARTICLE 12— GENERAL CLAUSES
12.1 This Agreement does not obligate the PARTIES to enter into negotiations or any
subsequent agreement.
12.2 Neither the disclosure of CONFIDENTIAL INFORMATION by the DISCLOSING PARTY
nor the use thereof by the RECEIVING PARTY shall be deemed to grant the
RECEIVING PARTY any license, express or implied, or any right, title or interest in
respect of the CONFIDENTIAL INFORMATION.
12.3 In the event that the RECEIVING PARTY is required by judicial or administrative
process to disclose any part of the CONFIDENTIAL INFORMATION, the RECEIVING
PARTY shall promptly notify the DISCLOSING PARTY of such requirement in order to
allow the DICLOSING PARTY a reasonable time to oppose such process.
12.4 In case of a judicial or administrative demand, the PARTIES hereby undertake to treat
the matter under confidentiality by court and/or administrative authorities.
PETROLEO BRASILEIRO S.A.
CONFIDENTIAL
PETROBRAS
ANNEX II
COOPERATION AGREEMENT N.° 0802.0064302.10.9
7/7
IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be signed by their duly
authorized officers in two (2) original counterparts.
Rio de Janeiro 3thAugust of 2010.
PETROLEO BRASILEIRO S.A. – PETROBRAS
/s/ Paulo Marcelo de Figueiredo Montes
Paulo Marcelo de Figueiredo Montes
Manager of
ENGENHARIA/IETEG/ETEG/DTEC
MESOCOAT Advanced Casting Technologies
/s/ Andrew J. Sherman
Andrew J. Sherman
CEO
WITNESSES:
1.
Name:
ID:
2.
Name:
ID:
MesoCoat
Advanced Coating Technologies
CONFIDENTIAL
ANNEX III
COOPERATION AGREEMENT N.° 0802.0064302.10.9
Date: 19th August 2010
Tatiana Souza
Petrobras,
Rio de Janeiro,
Brazil.
Re: MesoCoat Exclusive license Agreement
Dear Tatiana,
As per you request regarding declaration of Exclusivity related to the use and operation of
'High Energy Density Fusion Cladding System'; please find mentioned below the summary of
the exclusivity related to the technology.
“MesoCoat has an exclusive license from Battelle/Oak Ridge National Laboratory to practice
U.S. Patent #6,174,388 (Patent #1) and U.S. Patent #7,220,936 (Patent #2) within the field of
wear and corrosion resistant coatings and claddings. MesoCoat has also filed additional
patents (pending, PCT, US) on this technology.”
Please feel free to contact us if you need any further clarification.
Sincerely,
/s/ Andrew Sherman
Andrew Sherman
CEO, MesoCoat Inc.
Phone: (216) 453-0866, Ext 103
Email: asherman@mesocoat.com
Private & Confidential
MesoCoat Inc - 24112 Rockwell Drive, Euclid, OH, 44117
www.mesocoat.com, (216) 453 - 0866
Rev 1
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Page 1 of 11
TEST PLAN
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT
(INDICATED BY ASTERISKS HAS BEEN OMITTED AND FILED SEPERATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT
TEST PLAN
***
PETROBRAS – MESOCOAT COOPERATION AGREEMENT
A
B
8/10/10 ISSUED FOR INTERNAL REVIEW
MM
GE
AJS
1
2/25/11 ISSUED FOR CLIENT APPROVAL
JC
GE
MM
REV DATE
REVISION
BY
CHK
APP
Petrobras
Rev 1
TP-X001-001
2/25/11
Page 2 of 11
TEST PLAN
Table of Contents
1. QUALIFICATION OF CERMACLAD PROCEDURE ON SAMPLES.............................................................6
2.
QUALIFICATION OF CERMACLAD PROCEDURE ON PIPE PHASE II.....................................................8
3. WELDING PERFORMANCE QUALIFICATION.......................................................................................10
Rev 1
TP-X001-001
2/25/11
Page 3 of 11
TEST PLAN
SYNOPSIS
This Test Plan *** concerns the cladding by MesoCoat of carbon steel flat samples & pipe material ***.
In all cases, the carbon steel flat samples & pipe that will be clad by CermaClad technology according to
this Manufacturing Procedure Specification will undergo mechanical testing prior to cladding in order to
ensure that carbon steel base material fully complies with the required mechanical properties in
accordance with standard *** and ***.
In addition, qualification testing of cladding will be undertaken with chemical, corrosion and mechanical
testing performed as outlined in this Manufacturing Procedure Specification and conforming to *** and
***.
_________________
***
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Rev 1
TP-X001-001
2/25/11
Page 4 of 11
TEST PLAN
REVISION LOG
Rev
Date
Initials Details of Revision
A
B
8/10/10
MM
ISSUED FOR INTERNAL REVIEW
1
2/25/11
JC
ISSUED FOR CLIENT APPROVAL
Rev 1
TP-X001-001
2/25/11
Page 5 of 11
TEST PLAN
PHASE I
Testing of flat samples
Test Activity
***
***
/
***
***
***
***
***
***
***
***
***
***
PHASE II
Testing of pipe samples
Test Activity
***
***
***
/
***
***
/
***
***
/
***
***
/
***
***
***
***
***
***
/
***
/
***
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/
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/
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/
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/
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_________________
***
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Rev 1
TP-X001-001
2/25/11
Page 6 of 11
MANUFACTURING SPECIFICATION PROCEDURE
11414
ITEM NO
DESCRIPTION
ACCEPTANCE CRITERIA
# TESTS
1.
QUALIFICATION The following tests shall be performed for the Shall be in accordance with *** and shall meet
OF CERMACLAD qualification of the CermaClad procedure:
the following testing requirements:
PROCEDURE
ON SAMPLES
PHASE I
1.
***
1. ***
***
2.
***
2. ***
***
***
***
3.
***
3. ***
***
It shall be the receiver’s responsibility to identify and control superseded documents.
Rev 1
TP-X001-001
2/25/11
Page 7 of 11
MANUFACTURING SPECIFICATION PROCEDURE
11414
ITEM NO
DESCRIPTION
ACCEPTANCE CRITERIA
# TESTS
4.
***
4. ***
***.
***
5.
***
5. ***
***.
***
***
6.
***
6. ***
***
It shall be the receiver’s responsibility to identify and control superseded documents.
Rev 1
TP-X001-001
2/25/11
Page 8 of 11
MANUFACTURING SPECIFICATION PROCEDURE
11414
ITEM NO
DESCRIPTION
ACCEPTANCE CRITERIA
# TESTS
2.
QUALIFICATION The following tests shall be performed for the Shall be in accordance *** and shall meet the
OF CERMACLAD qualification of the CermaClad procedure:
following testing requirements:
PROCEDURE
ON PIPE PHASE
II
1.
***
1. ***
***.
***.
2.
***
2. ***
***
3.
***
3. ***
***
***
4.
***
4. ***
***
***
***
It shall be the receiver’s responsibility to identify and control superseded documents.
Rev 1
TP-X001-001
2/25/11
Page 9 of 11
MANUFACTURING SPECIFICATION PROCEDURE
11414
ITEM NO
DESCRIPTION
ACCEPTANCE CRITERIA
# TESTS
5.
***
5. ***
***
6.
***
6. ***
***
***.
7.
***
7. ***
***
8.
***
8. ***
***
9.
***
9. ***
***
It shall be the receiver’s responsibility to identify and control superseded documents.
Rev 1
TP-X001-001
2/25/11
Page 10 of 11
MANUFACTURING SPECIFICATION PROCEDURE
11414
ITEM NO
DESCRIPTION
ACCEPTANCE CRITERIA
# TESTS
10. ***
10. ***
***
***
11. ***
11. *** Acceptance Criteria
(a) Pipe Internal Surface
(a) Pipe Internal Surface
1.
***
1.
***
2.
***
2.
***
(b) Pipe Body
(b) Pipe Body
1.
***
1.
***
2.
***
2.
***
***
12. ***
12. ***
***
3.
WELDING
1. ***
1. ***
PERFORMANCE
QUALIFICATION
***
(OPTIONAL)
2. ***
2. ***
_________________
***
Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.
It shall be the receiver’s responsibility to identify and control superseded documents.
