EX 10.15
MEMORANDUM OF UNDERSTANDING
FOR A
NON-EXCLUSIVE LICENSE MARKETING AGREEMENT
FOR THE
CONVERSION OF NATURAL GAS TO GAS TO LIQUID
FACILITIES
WORLD WIDE
This Agreement, made effective as of the 20th day of January 2000, by and
between Jacobs Engineering U.K. Limited (hereinafter referred to as
"Company", a corporation organized and existing under the laws of the
United Kingdom, and Rentech, Inc. (hereinafter referred to as
"Enterprise"), a corporation organized and existing under the laws of the
State of Colorado. For the purposes of this Agreement, Company and
Enterprise are individually referred to as "Party" and collectively as
the "Parties".
WITNESSETH:
WHEREAS, Company currently has an advanced position through many
experiences and stored know-how in the engineering and construction of
synthesis gas processing projects related to the oil and gas industry,
WHEREAS, Enterprise has developed a synthesis gas-to-liquids process
incorporating Fischer-Tropsch technology (hereinafter referred to as
"F-T") with a slurry reaction bed and an iron-based catalyst known as the
Rentech gas-to-liquids technology (hereinafter referred to as "Rentech
GTL Technology"). The Rentech GTL Technology is useful for converting
carbon-bearing gases into various liquid hydrocarbons such as synthetic
diesel fuel, naphtha, wax, and other liquid hydrocarbon products; and
WHEREAS, Enterprise and Company desire to set out more fully their
agreements and the principles under which their mutual objectives are
intended to be achieved.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained, the Parties do hereby agree as follows:
1. OBJECTIVES
The Parties agree to cooperate on a plan to provide license and
engineering services for natural gas facilities, including methanol and
ammonia facility retrofits, to gas to liquid facilities worldwide (except
as provided in paragraph 5) utilizing the Rentech GTL Technology for the
projects and customers. Company and/or its affiliates shall provide
design, procurement, construction, project technical development and
estimating services as may be required for a specific project. Company
will integrate the Rentech GTL Technology into the overall project
process, if the overall project process extends beyond the Rentech GTL
Technology. Enterprise will provide the Rentech GTL Technology under its
patents including the Rentech F-T unit design and specifications.
2. PATENT INDEMNITY
The Enterprise shall defend, indemnify and hold the Company harmless from
and against any claims which may arise for actual or alleged infringement
of patents, copyrights or other intellectual property rights with respect
to the Rentech GTL Technology.
3. MARKETING
The Parties will jointly market their combined capabilities to potential
customers; however, neither Party shall have the authority nor shall it
represent itself as having the authority to bind or otherwise commit the
other Party to any obligation or commitment with a third party. The
Parties shall continue to refine the details of their respective scopes
of work as well as delineate the requirements, nature and details of any
necessary agreements to be executed between the Parties for the
performance of a specific project including but not limited to licensing
agreements, consortium agreements and/or construction contracts or
subcontracts.
4. BUSINESS RELATIONSHIP
Notwithstanding any over provisions of this Agreement, nothing contained
herein is intended or shall be deemed or construed as creating a
partnership, joint venture or any other legal entity between the Parties
nor any ongoing or continuing relationship or commitment between them
except as specifically provided herein.
5. EXCLUSIVITY
When the Company receives an enquiry from a customer to employ the
Rentech GTL Technology, it shall notify the Enterprise. The Parties
shall then jointly consider each such opportunity. On a case by case
basis the Parties shall agree which projects involving the Rentech GTL
Technology to jointly pursue, except that the Company shall have no
involvement in projects where: (i) the customer has selected another
specific engineering firm (ii) the customer is another engineering firm
representing the customer, (iii) the customer is Texaco Energy Systems,
Inc., its licensee, an affiliate of Texaco Energy Systems, Inc. or its
affiliate's licensee; (iv) or the Rentech GTL Technology would be used
in Brazil or India. The Parties shall cause such agreed projects to be
added by name to Exhibit ?A,? attached hereto and by this reference made
a part hereof. The two potential customers presently identified on
Exhibit "A" have expressly rejected Dresser Engineering Company as their
engineering contractor and have affirmatively selected the Company for
that purpose. During the term of this Agreement, the Parties shall have
an exclusive relationship with each other as to the qualified customers
identified on Exhibit "A," and neither Enterprise nor Company will in any
way pursue or perform any aspect of a project listed on Exhibit "A"
except as provided under the terms and conditions of this Agreement,
either directly or indirectly, by way of a partnership, consortium,
joint venture, or subcontract, except (i) with the express written
consent of the other Party which shall not be unreasonably withheld,
and/or (ii) the customer for a specific project determines that one of
the Parties is unacceptable.
6. TECHNOLOGY LICENSE
The Enterprise will negotiate in good faith with potential customers
identified on Exhibit "A" as to the terms of a license agreement for use
of the Rentech GTL Technology for each specific project listed in Exhibit
"A." If mutually acceptable terms are agreed upon between the Enterprise
and the customer, the Enterprise will provide a Rentech GTL Technology
license for the project. The Company will share in the Royalty under the
negotiated license on a split of 80% to Enterprise and 20% to Company to
recognize the marketing costs associated with this agreement.
7. DURATION
This Agreement shall be effective until the earlier of (i) thirty six
(36) months from the date hereof, or (ii) upon six (6) months written
notice from Company or Enterprise. After termination of this Agreement,
either Party shall be free from any obligation or liability to the other
Party except for the obligations referred to in Article 2 and Article 9
and obligations set forth in specific project agreements prior to
termination, all of which survive the term of this Agreement.
8. ASSIGNMENT
Neither Party shall transfer or assign any of its rights, liabilities, or
obligations under this Agreement without the express written consent of
the over Party, other than to one of its subsidiary or affiliated
companies; provided, however, that the assigning Party shall not be
relieved of any of its obligations under Articles 5 and 9 hereof.
9. EXPENSES
Except as may be otherwise agreed to in writing each Party shall be
responsible for and bear its own costs and expenses incurred in
connection with the performance of its obligations under this Agreement.
10. CONFIDENTIALITY
The Parties shall hold in confidence, and shall use only for the purposes
of this Agreement, any and all Proprietary Information until five (5)
years after completion or earlier termination of this Agreement pursuant
to its terms. For the purposes of this clause, the term "Proprietary
Information" shall mean all information, which the Parties, directly or
indirectly, acquire each from the other, excluding information falling
into any of the following categories;
(a) Information which, at the time of disclosure hereunder, is in
the public domain;
(b) Information which, after disclosure hereunder, enters the
public domain other than by breach of this Agreement;
(c) Information, other than that obtained from third Parties,
which, prior to disclosure hereunder, was already in the recipient's
possession, either without limitation on disclosure to others or
subsequently becoming free of such limitation;
(d) Information obtained by the recipient from a third party
having an independent right to disclose this information; and
(e) Information which is made available through discovery by
independent research without use of or access to the information acquired
from the other Party.
Disclosures which are specific (e.g., as to operating conditions and the
like) shall not be deepened to be within the forgoing exceptions merely
because they are embraced by general disclosures available to the general
public or in Receiving Party's possession. Additionally, any combination
of features shall not be deemed to be within the foregoing exceptions
merely because the individual features are available to the general
public or in the Receiving Party's'possession unless the combination
itself and its principle of operation are available to the general public
or in Receiving Party's possession. Each Party's obligation to the other
Party with respect to Proprietary Information shall be deemed to be fully
performed if that Party observes, with respect thereto, the same
safeguards and precautions which that Party observes with respect to that
Party's own Proprietary Information of the same or similar kind.
11. CONSEQUENTIAL DAMAGES
Except as provided under Article 2, in no event shall either Party be
liable to the other, whether arising under contract, tort (including
negligence), strict liability, or otherwise, for loss of anticipated
profits or revenue, loss of use of capital, downtime of facilities, loss
of business reputation or opportunities, cost of money, or for any
special, indirect, incidental, consequential or exemplary loss or damage
of any nature arising at any time from any cause whatsoever, even if such
loss or damage is caused by the negligence, in whole or in part, strict
liability or other legal fault of the Party released hereunder.
12. APPLICABLE LAW AND ARBITRATION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF COLORADO, (WITHOUT REGARD TO CONFLICTS OF LAW). ALL
SUITS, ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT
(?RELATED PROCEEDINGS?) SHALL BE BROUGHT IN A COURT OF COMPETENT
JURISDICTION LOCATED IN DENVER COUNTY, COLORADO, EACH OF WHICH COURTS
SHALL BE AN APPROPRIATE FORUM FOR ALL SUCH RELATED PROCEEDINGS. EACH
PARTY HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE JURISDICTION OF ANY SUCH COURT OVER, OR THE LAYING OF VENUE IN ANY
SUCH COURT OF ANY SUCH RELATED PROCEEDINGS.
13. COMPLIANCE
Each Party agrees to comply strictly with all applicable laws,
regulations and orders of the United States and all foreign
jurisdictions. Each Party hereby acknowledges and agrees that certain
laws of the United States, including the Foreign Corrupt Practices Act,
15 (U.S.C. Sections 78dd-1 et seq., prohibit any person subject to the
jurisdiction of the United States from making any payment of money or
anything of value, directly or indirectly, to any foreign government
official, foreign political party, or candidate for foreign political
office for the purpose of obtaining or retraining business. Each Party
hereby represents and warrants that, in the performance of its
obligations hereunder, it has not made, and will not make, any such
proscribed payment. Each Party shall indemnify and hold the over Party
and its affiliates, officers, directors, agents and employees harness
against any and all claims, losses and liabilities attributable to any
breach of this provision.
14. MISCELLANEOUS
This Agreement contains every obligation and understanding between the
Parties relating to the subject matter hereof and merges all prior
discussions, negotiations and agreements, if any, between them, and
neither of the Parties shall be bound by any conditions, definitions,
understandings, warranties or representations relating to the subject
matter hereof other than as expressly provided for or referred to in this
Agreement. This Agreement can be amended only by written instrument
properly executed by the Parties; any purported amendment not in writing
and properly executed shall be null, void and of no effect.
Without intending to exclude other provisions of this Agreement that by
their nature may so survive, the provisions of Article 8 shall survive
any completion or earlier termination of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date hereinabove first stated.
RENTECH, INC. Jacobs Engineering U.K. Limited
/s/ Dennis L. Yakobson John Nuloehler
By: By:
Its: President Group Vice President
EXHIBIT A
LIST OF PROJECTS
1. Name Feasibility Study (Targeted)
Description Partial or total conversion to FT liquids
2. Name Feasibility Study (Targeted)
Description Natural Gas to Liquids Project