Exhibit 10.13
CONTRACT SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 29TH, day of JUNE 2000, by
and between CHINOOK TECHNOLOGIES CORPORATION (herein referred to as "CHINOOK"),
a Washington corporation with its principal place of business at 3808 N.
Sullivan Road, Building 10, Spokane, WA 99216, and Kronos / High Voltage
Integrated (HVI), (herein referred to as "CUSTOMER") with its principal place of
business at 13910 SE 23rd Street, Bellevue, WA 98005, with reference to the
following facts:
RECITALS
A. CUSTOMER conducts high voltage air movement business which
requires specialty design services on a continuing basis.
B. CHINOOK is engaged in the business of custom product design and
specialty manufacturing.
C. CHINOOK agrees to provide the required services to CUSTOMER
according to the terms and conditions of this agreement. Such services shall be
performed at CHINOOK's above-designated place of business.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the legal sufficiency of which is acknowledged by the parties to this
Agreement, CUSTOMER and CHINOOK hereby agree as follows:
1. DESCRIPTION OF WORK
CHINOOK shall provide contract labor services as may be requested from
time to time in project description orders which, as issued and accepted by both
parties, shall be incorporated into this agreement.
2. PAYMENT
a. CUSTOMER shall pay for the services provided by CHINOOK according to the
attached Quote HVI0500. CUSTOMER shall reimburse CHINOOK for all reasonably
necessary material and supplies, as well as other expenses such as travel
expenses, telephone calls, supplies and transportation where CUSTOMER has
provided prior authorization or where reasonably incurred by CHINOOK in making
changes requested by CUSTOMER in the services to be performed in any project
description order.
b. Invoices covering services performed and charges incurred by CHINOOK will be
issued per the attached payment schedule and are payable according to Quote
HVI0500, or if not stated, within thirty (30) days of the invoice date.
3. CHINOOK'S PERSONNEL
a. The personnel assigned by CHINOOK to perform the services described in any
project description order hereunder will be qualified to perform the assigned
duties. CHINOOK reserves the right to determine which of its personnel shall be
assigned to any particular project and to replace or reassign such personnel
during a project.
b. CHINOOK assumes responsibility for its personnel providing
services hereunder and will make all deductions required of employers by state,
federal, and local laws, including deductions for social security and
withholding taxes, and contributions for unemployment compensation funds, and
shall maintain worker's compensation and liability insurance for each of them.
4. RELATIONSHIP OF PARTIES
The parties intend that an independent contractor-employer relationship
be created by this contract. Nothing contained in this Agreement shall be
construed as creating a joint venture, partnership or employment relationship
between the parties hereto. Except as specified herein, neither party shall have
the right, power or implied authority to create any obligation or duty, express
or implied, on behalf of the other party hereto.
5. DATA SAFEGUARDS
All written information, submitted by CUSTOMER to CHINOOK in connection
with services performed by CHINOOK under this agreement, which is identified as
proprietary information, will be safeguarded by CHINOOK to at least the same
extent as CHINOOK safeguards like information relating to its own business. If
such data is publicly available, is already in CHINOOK's possession or known to
it, or is rightfully obtained by CHINOOK from third parties, CHINOOK shall bear
no responsibility for its disclosure, inadvertent or otherwise.
6. DURATION
a. The initial term of this contract shall commence on the 29TH day of JUNE, and
shall continue in full force and effect until COMPLETED, for a term of _____
(months/years), unless terminated by mutual agreement or by either party for
cause by the giving of written notice.
b. In the event of termination, CUSTOMER shall pay for all services performed
and disbursements made by CHINOOK to the effective date of termination.
7. LIABILITY OF CHINOOK
a. CHINOOK shall not be liable for any damages caused by delay in rendering
performance hereunder arising from any cause beyond the reasonable control of
CHINOOK.
b. CHINOOK shall in no event be liable for any incidental, special or
consequential damages, unless otherwise expressly agreed to in writing.
c. In no event shall CHINOOK's liability for any services performed hereunder
exceed the amount of money paid by CUSTOMER to CHINOOK under the project
description order covering such services.
8. TERMS TO BE EXCLUSIVE
The entire agreement between the parties with respect to the subject
matter hereunder is contained in this agreement. In the event CUSTOMER issues a
purchase order, memorandum, specifications or other instrument covering the
services provided for in this agreement, such purchase order, memorandum,
specifications, or instrument is for CUSTOMER's internal purposes only and any
and all terms and conditions contained herein, whether printed or written, shall
be of no force or effect.
9. WAIVER OR MODIFICATION OF TERMS
No waiver, alteration, or modification of any of the provisions of this
agreement shall be binding unless in writing and signed by a duly authorized
representative of CHINOOK and by CUSTOMER.
10. ASSIGNMENT
Any assignment of this agreement by either party without the written
consent of the other shall be void.
11. WRITTEN NOTICE
a. All communications regarding this agreement should be sent to CHINOOK and
CUSTOMER at the address set forth above unless the other party is notified in
writing to the contrary. Any written notice hereunder shall become effective as
of the date of mailing by registered or certified mail and shall be deemed
sufficiently given if sent to the addressee at the address stated in this
agreement or such other address as may hereafter be specified by notice in
writing.
12. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the
laws of the State of Washington.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above written.
CHINOOK TECHNOLOGIES, INC. DEVELOPER CUSTOMER
KRONOS AIR TECHNOLOGIES
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By : Ronald G. Stokes, CEO and President
By : /s/ ROBERT FUHRIMAN II
-------------------------
Its : -------------------------
C.O.O.
CHINOOK TECHNOLOGIES
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To: Kronos Air Technologies
Bothell, Wa
Attn: Chip Wellington
Igor Krichtafovitch
Gentlemen,
Here are some concepts drawings for both the TUBE FAN and BERTH FAN. The jpeg's
I sent to Chip last night printed out to dark and were unsuitable for faxing.
This caused us to produce some quick line drawings. Take a look and remember
these are CONCEPT DESIGNS that you requested and still can be changed.
Another issue we need to have closure on is the Design Contract and payment
schedule. We appreciate the first payment and look forward to finalizing the
contract so we can move forward on the projects. We will keep moving towards
creating a drawing package for shipment Thursday but will need the to have all
the paperwork in order prior to shipping.
After your return from D.C. we will schedule a design review at Kronos to go
over things you want changed or explained. Sound acceptable?
Thank you,
/s/ Greg Somers
Greg Somers
Principal
CHINOOK Technologies, INC
CONFIDENTIAL
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3808 N. SULLIVAN RD BLDG 10 SPOKANE, WA 99216 509.921.1443
CHINOOK
TECHNOLOGIES
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PROGRAM MANAGEMENT:
CHINOOK will interface and manage all logistics with tool quoting, vendor
selection, and first article of inspection. This will include managing all
prototyping and tooling logistics through CHINOOK's established network of
vendors, many of which have assisted with past HVI programs.
DELIVERABLES:
DESIGN: Modular housing with modular array systems
TOOLING: Quoting, Selection, FAI and Tool Acceptance
MANUFACTURING: Provide the needed facilities and manufacturing
capabilities (with a Manufacturing Agreement)
Provide support through U.L. approval
NRE TOTAL: $45,500.00
LEADTIME: 5-6 WEEKS
PROTOTYPES: TIME AND MATERIAL IN ADDITION TO THE NRE (cost approved, Purchase
Order, invoices Net Due upon receipt by Kronos / HVI)
TOOLING: ESTIMATED 6-10 WEEKS (limiting factors of shop load and complexity,
quotes to be approved by Kronos / HVI, invoices
to be paid according to tooling schedule)
NOTES:
1. Quote is good for 30 days.
2. Contract Service Agreement signed prior to any start
3. Payment schedule:
SCOPE I: 50% of total Scope I with P.O.
Remainder Net Due on delivery of Scope I prototype
SCOPE II: 50% down of total NRE
40% remainder Net Due on Design Completion
10% remainder on tool completion
4. P.O. to be approved prior to start of program.
5. All travel and expenses to be approved and provided by customer.
6. Customer to pay for all tooling and vendor NRE directly to tool vendor per
their payment terms.
7. Additional work to be paid at time plus material by customer.
8. This quote is based from scope decided upon between customer and CHINOOK at
start of program. If scope changes CHINOOK has the right to requote for
additional changes.
9. For terms and conditions please reference the attached sheets titled,
"Contract Service Agreement."
Thank you for the opportunity to quote this job.
Greg Somers / Principal
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3808 N. SULLIVAN RD BLDG 10 SPOKANE, WA 99216 509.921.1443