Co-projecting agreement

This is a Co-projecting international draft agreement for development of equipments for supply in the relevant market. The agreement is regulated under the Italian law

Co-projecting agreement

This Agreement is made this _______________ by and between

ALFA A.g. of ______________ (Germany), hereinafter referred to as “ALFA”, acting also on behalf of any other company belonging to the Alfa Group, of the first part,

and

BETA Srl, of ______________ (Italy) hereinafter referred to as “SUPPLIER”, of the other part

WHEREAS, ALFA is a company belonging to the ALFA Group (the group of companies controlled, directly or indirectly, by ALFA N.V. a Dutch company with offices in Amsterdam) being one of the world-wide market leaders in the design, manufacture and marketing of a _________ machinery;

WHEREAS, ALFA is currently developing a new _____________ Engine (hereinafter called the “Engine”);

WHEREAS ALFA intends to involve component suppliers in developing the design of complete products in order to reduce total development time and costs, avoid duplication of efforts and testing, and improve quality levels;

WHEREAS, ALFA is interested in having the Engine component as defined in paragraph A (Project and Definitions) below hereinafter called the “Product” co-designed and developed with the SUPPLIER and subject to final testing and approval of ALFA;

WHEREAS, SUPPLIER desires to produce such Product in co-design with ALFA and to supply it for 3 years to ALFA or any other ALFA Group plant where the Engine may be manufactured.

The parties hereto agree as follows:

A. Project and Definitions

1. SUPPLIER agrees to develop in co-design with ALFA the Product and, subject to final approval either of the Product prototype and of the Product, to supply, at the terms and conditions set forth herein, such prototype and Product for incorporation in the Engine:

Product technical specification:

________________________

________________________

________________________

________________________

2. When used throughout this Agreement and in the implementation thereof, the following terms shall have the following meaning:

2.1 Background Information shall mean the Technical Information and the intellectual Property Rights existing at the time of starting the co-design development and which either party is free to disclose to the other party and deemed necessary for the success of the project;

2.2 Competence Centre shall mean a design team, part of the ALFA Engineering Function, who, under the different circumstances, may be responsible for development of the Product;

2.3 Development Product Plan shall mean the plan of the activities to be performed by the parties under this Agreement;

2.4 Foreground Information shall mean any Technical Information or intellectual Property Rights generated by either party carrying-out the activities for implementing the Product development;

2.5 Installation Acceptance shall mean the document to be signed by ALFA subject to the positive outcome of the activities and testing (as listed and detailed in the Development Activities Schedule) aimed at assessing and certifying the quality of the Product;

2.6 Intellectual Property Rights shall mean all patent applications, patents, designs rights, copyrights and any other similar rights relating to Technical information;

2.7 Production release shall mean the conclusion, with positive outcome, of the activities and testing (as listed and detailed in the Development Product Plan) and the establishment of the final operational configuration of all manufacturing documents such as drawing, process and materials specifications, procedures, control plans, etc.;

2.8 Technical Information shall mean all inventions, know-how, designs, drawings, techniques, processes, specifications, procedures, instructions, software and other technical information or data of any kind in whatever form;

2.9 Technical Specifications shall mean the set of dimensional, quality, reliability, performance, handling (including packaging requirements) and assembly, reparability, regulatory and all requirements to be satisfied by the Product for them to be approved by the Production Release documents as now agreed and contained in “Annex B” and any deviation therefrom as approved by the ALFA Competence Centre;

2.10 Target Price shall mean the price established by the parties on the basis of the economic and technical conditions known at time of signing of this agreement as the desired maximum price payable by ALFA to the SUPPLIER for the supply of the Product resulting from the development activities which SUPPLIER undertakes to perform in connection with ALFA under this agreement.

B. General Responsibility of the Parties

1. SUPPLIER is hereby authorised to start the Product development program. The Coordinator and responsible for the activities as for paragraph 2.2. within ALFA is Mr. ________________ whom the SUPPLIER has to address during the whole development program.

2. The development of the Product will be made by the SUPPLIER in co-design with ALFA, that is the overall designer of the Engine.

3. In the Development of the Product each party commits to make available its own Background information which is free to disclose to the other party and deemed necessary for the success of the project.

C. Project Development, Product Specifications, Quality and Reliability; Installation and Assistance to assembly.

1. The SUPPLIER will carry-out the development of the Product in accordance with the Product Development Plan which is annexed to this agreement as “Annex A” and the revisions as may be agreed from time to time in close cooperation with ALFA. Moreover, in developing the product, the SUPPLIER will aim at enabling ALFA to economically, efficiently and in a timely manner complete development for manufacturing of the Engine incorporating the Product.

2. The Product must be developed in accordance with technical and functional specifications and must fulfil the quality and reliability objectives prepared by ALFA and then discussed with and agreed by the SUPPLIER, as now annexed to this Agreement as “Annex B”.

3. The Product must also comply with all technical standards and legal rules applicable to the Product in force from time to time as notified in advance by ALFA and the SUPPLIER will provide to ALFA or, as applicable, keep available for any possible checks, any required product certification (including any technique homologation required) and/or testing records as imposed by law.

4. Whenever, during the development of the Product, the SUPPLIER identify (or would have reasonably had the possibility to identify) a cause of delay or deviation in the Product Development Plan, it will be responsible for ALFA to be promptly notified of such a delay or deviation, providing detail on the remediation actions that the SUPPLIER will implement, in order for the overall development of the Engine not to be affected by such delay or deviation.

5. Should ALFA concerned Platform/Competence Centre require in writing evaluation on changes to the specifications, the SUPPLIER will reply on such a request also by providing (when advisable) a revised version of the Annexes hereto. ALFA will then decide on implementation of the proposed changes as soon as feasible after receipt of the information from SUPPLIER.

In order to ensure conditions for a permanent monitoring, also by ALFA, of the quality and reliability goals attainment as well as of time schedule compliance (without prejudice for the necessary confidentiality), technical audits at the SUPPLIER’s premises will be organised from time to time.

6. Through skilled resources SUPPLIER will also assist in the installation of the Product by ALFA on the Engine units prior to the Production Release, in order to avoid incorrect installation of the Product by ALFA.

D. Technical Documentation – Intellectual Property Rights to Use

1. At the end of the development when the Product will be definitively approved by the Production Release, the SUPPLIER will transmit to ALFA the Technical Documentation, consisting of dimensional drawing for the complete Product, which has to be established within the scope of this Agreement, using a software compatible to the Computer Vision system, according to the guideline of ALFA, as described in “Annex C”, using the ALFA logo and drawing conventions, according to the ALFA Engineering Standard ________________.

2. Furthermore, the SUPPLIER will make available to ALFA at the hourly fee of ¤ ________ any additional assistance with regard to the Product specifications as well as any Technical Documentation for the preparation of any technical literature, including any Operator’s Manual (to the extent information and instructions on the Product working, repair and maintenance have to be provided to customers and dealers according to the ALFA policy).

3. Any Foreground Information shall be the property of the generating party and such party hereby grants to the other the right to use the Foreground Information throughout and for the sole purpose of carrying out the Project.

E. Development costs of the Product’s Prototype

The SUPPLIER estimates such development costs to be ________________ Euro in accordance with the “Plans Spending Development” which is annexed to this Agreement as “Annex D”.

F. Applicable Law and Dispute Resolution

This Agreement is governed by the Italian Law.

All disputes which may arise in connection with and as a result of this Agreement shall be finally settled by the competent Court of ________________ (Italy).

Made in ___________________ in two originals of which each party receive one.

For and on behalf of SUPPLIER For and on behalf of ALFA A.G.

_______________________________ _________________________________

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