SIEMENS MAINTENANCE SERVICES, LLC
HI-ENERGY TECHNOLOGIES, INC.
THIS AGREEMENT, made this 4th day of August, 2004, by and between Siemens
Maintenance Services, LLC , a Delaware corporation (hereafter "MEMBER") and
Hi-energy (hereinafter "PRIME"), and collectively hereinafter called the
W I T N E S S E T H
WHEREAS, teaming together and submitting proposals utilizing the combined skills
of the parties will offer the Client the most advantageous combination of
capabilities to achieve Project objectives;
NOW, THEREFORE, in consideration of the premises, promises, covenants and
agreements contained herein, the parties agree as follows:
ARTICLE 1. PURPOSE OF TEAMING AGREEMENT
1.1 The purpose of this Agreement is to facilitate the joint effort required
to submit proposals to Clients in the interest of obtaining contracts.
1.2 Both parties will jointly respond to Clients Requests for Proposals. PRIME
shall act as prime contractor with MEMBER acting as subcontractor.
1.3 The parties will work closely together and exchange business and technical
information. For this reason, the parties agree to cooperate fully with
each other towards fulfillment of the purpose set forth in Section 1.1 of
1.4 The parties will jointly devise a marketing strategy and cooperate fully
in all proposal efforts.
1.5 Nothing contained herein is intended to preclude either party from
independently submitting proposals or from performing work not related to
1.6 In the event PRIME is successful in obtaining a contract for any Projects,
PRIME acting as the prime contractor, will then award to MEMBER and MEMBER
shall accept a mutually agreeable subcontract covering the work specified
in Statement of Work.
1.7 Each party will assist the other, as necessary, and will exert its best
efforts in preparing any proposal.
ARTICLE 2. PRIME PROPOSAL RESPONSIBILITIES
2.1 PRIME shall take the lead and shall have overall responsibility for
preparing any proposal, integrating MEMBER'S data, including submitting
any proposal to a Client in a timely manner, and negotiating a prime
contract. Provided, however, PRIME shall provide MEMBER with a copy of all
bid, proposal and prime contract documents sufficiently in advance of
submission or discussion with Client to allow MEMBER and PRIME to review
and coordinate the preparation of a mutually acceptable response to such
2.2 PRIME shall bid on Projects in good faith, in a manner responsive to
Client's technical requirements and on the basis of reasonable and
competitive pricing, provided Projects can be bid profitably.
2.3 PRIME will coordinate Client contracts and conferences.
2.4 PRIME will identify MEMBER in the proposal as the proposed member for the
Services/Supplies specified.. All other services/supplies in any proposal
to any Client shall be provided by and the responsibility of PRIME.
2.5 PRIME will consult with MEMBER regarding MEMBER'S technical input and
pricing; however, in the event of a disagreement, MEMBER shall have final
responsibility for a proposal's content with respect to products, services
and pricing provided by MEMBER. All other services/supplies necessary for
Projects shall be the responsibility of PRIME.
2.6 PRIME shall provide to MEMBER a complete and accurate copy of all final
proposal and contract documents within a reasonable time after preparation
or receipt by PRIME, but in any event, prior to submission of the final
documents to a Client.
2.7 PRIME shall bear its own proposal costs and expenses.