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EXHIBIT 10.03
STRATEGIC PARTNERSHIP AGREEMENT
This Agreement is by and between SLi Lighting Solutions, Inc. (hereinafter,
"SLi") with its principal place of business at 11999 Plano Road, Suite 190,
Dallas, Texas 75023 and DeMarco Energy Systems of America, Inc. (hereinafter,
"DEMARCO")with its principal place of business at PO Box 201057, Austin, Texas
78720-1057.
NATURE OF THE PARTNERSHIP
It is with mutual understanding between SLi and DEMARCO to enter into a
strategic partnership agreement, where DEMARCO has relationships and contracts
with various organizations to perform energy efficient lighting retrofits and
energy management services, and SLi is in the energy efficient lighting business
and agrees to become the primary company rendering for DeMarco services such as:
energy audits, energy-related feasibility studies, lighting system
removal/demolition, lighting system installation/retrofit, and energy management
services for commercial, industrial and institutional applications. The
relationship description, contributions, terms, conditions, and other covenants
are set forth herein.
1) PURPOSE. The purpose of this agreement is to engage SLi to perform as
Subcontractor for the services described with the attached AIA Document
A401-1997 for the contracts and/or work orders issued to DEMARCO.
DEMARCO will perform their duties and responsibilities as described in
the AIA document, plus any other duties and responsibilities required
to assist SLi with performing their obligations. Each party will
perform all individual duties, responsibilities and requirements as set
forth in this agreement and the AIA agreement.
2) COMMENCEMENT. Effective immediately, DEMARCO will issue work orders
relating to lighting systems installation, retrofit and/or demolition
to SLi, and SLi agrees to perform the services required of each work
order or contract for and on behalf of DEMARCO.
3) DURATION. The duration of this agreement is perpetual until such time
either party wishes to terminate the relationship, and does so by
furnishing written notice of their intent to terminate at least 60 days
prior to the effective date. All contracts in-works, services being
performed at that time and work orders under construction by SLi will
be performed through completion, regardless of time requirements to
fulfill the project's work scope. Failure to perform will result in a
reduction in final payment, based upon percentage of completion, less
reasonable expenses.
4) MUTUAL NON-DISCLOSURE. It is understood that DEMARCO and SLi have
individually entered into Mutual Non-Disclosure Agreements with certain
companies, and each agrees to honor and carry-out the terms of the
others agreement(s), unless otherwise agreed to in writing and attached
hereto. A mutual Non-Disclosure agreement has been executed between
DEMARCO and SLi and is attached hereto.
5) NON-COMPETE. DEMARCO and SLi agree to not compete with each other for
the same contracts or work orders for the duration of this agreement.
It is understood that each have individually negotiated and/or earned
contracts prior to this agreement, or have contracts or work orders not
yet issued, but are considered in process to be issued, and that these
work orders or agreements are not in direct competition between DEMARCO
and SLi. It is further agreed each company will establish a system to
notify the other of contracts under negotiation and subsequent date
awarded, and that either company will not individually bid for the
other company's work contracts without receiving prior written
permission to conduct such activities from that company. If for
whatever reason a contract (regardless of status `under negotiation' or
`awarded') is considered to be in competition between either company,
then the default decision shall go to SLi, unless it is reasonably
determined otherwise by each party, or that DEMARCO had previously made
initial contact or introduction first and was capable of performing
services required to fulfill its obligations under such contract.
6) COMPENSATION FOR SERVICES. DEMARCO agrees to pay to SLi the entire bid
amount for each contract awarded to DEMARCO for the services agreed to
be performed and completed by SLi. It is understood by each party that
each bid
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submitted by SLi to DEMARCO shall include and reflect a five percent
profit for DEMARCO, calculated and added to the sum total of SLi's bid.
Upon receipt of final payment for each project, DEMARCO will retain
their five percent profit and distribute the balance to SLi within ten
days of receipt, unless otherwise agreed to in writing prior to each
project's bid submission.
7) PERFORMANCE REQUIREMENTS. SLi agrees to perform the services, duties
and obligations as outlined in the contracts, work orders and Articles
of this Agreement to the best of their abilities, and based upon their
historical performance and capabilities of providing such services,
duties, and obligations.
8) DEFAULT AND REMEDIES. Upon determination that a default or breach has
occurred under any portion of this agreement by either party, the
affected party shall give 30 days to the defaulting party to cure the
default. If the default has not been cured according to the terms of
this agreement or with reasonable satisfaction of the affected party,
this agreement shall become terminated within 30 days. Upon termination
of this Agreement, both parties shall fulfill all outstanding
obligations incurred prior to the date of termination through to the
effective termination date.
9) COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall constitute 1 (one) Agreement, binding on all
parties hereto, notwithstanding that all the parties have not signed
the same counterpart.
10) PRIMARY CONTRACT. The contents and terms of this document serve as the
primary agreement and supercede the content and terms reflected in the
AIA A401-1997 contract, unless otherwise stated herein.
This Agreement is dated the ______________ of ________________, 1999.
The laws of the State of Texas shall govern this Strategic Partnership Agreement
and venue is the County of Travis. The parties executing this Agreement warrant
and guarantee that they have full individual and/or corporate authority to enter
into such an Agreement. All parties have read, understood, and agreed to the
terms and conditions of this Strategic Partnership Agreement.
BY: SLi Lighting Solutions, Inc. BY: DeMarco Energy Systems
of America, Inc.
Officer for SLi
Lighting Solutions, Inc. Victor M. DeMarco, President
Date Date