Document 3Nj3wqq2vXaM9KvZR8B41R5dO

.zzr.Boe. NoSj^L This supplemental agreement made and entered into this 1st day of October, 19h7 by and between Ethyl Corporation, a corporation of the State of Delaware (hereinafter referred to as Ethyl) and Stone & Webster Engineering Corporation, a corporation of the State of Massachusetts (hereinafter referred to as Stone & Webster). WXmESSBTHi WHEREAS, Ethyl's principal interest and business is the manufacture and sale of Anti-Knock compounds, the production of chemicals required for their manufacture, and the manufacture and sale of other chemicals) WHEREAS, Stone & Webster's principal interest and businesa is the design and construction for others of manufacturing plants and engineering works in many and direr* fields and industries, including the chemical and petroleum industries) WHEREAS, Ethyl and Stone & Webster hare heretobefore entered into an agreement dated May 29, 19U5 (hereinafter referred to as Tern Contract) setting forth, aaong other things, the terms and conditions under which Stone & Webster would f urnish Ethyl with consulting services and execute design and construction work for Ethyl, as and whan authorised by Ethyl) and which Term Contract provides also that in the event any project involves confidential matters, a separate agreement will be executed to cover such confidential matters with respect to such project) WHEREAS, Ethyl by letter dated September , 191*7 (hereinafter referred to as Authorization) authorised Stone & Webster to proceed under said Term Contract with the design and construction of certain additional facilities for and in connection with Ethyl's chemical and manufacturing operations at Baton Rouge, Louisiana, as mors fully defined hereinafter) P-07435 WHEREAS, In the design and oonstruotlon of said additional faeilitios for Ethyl* ssoh party will, of neoesaity, aoqulro from the other valuable technical and confidential information which represents know-how (hereinafter referred to as "know how*) which eaoh possesses In its respective field and which "know how" the party possessing sane desires to protect against any unauthorised dieseminationj and, WHEREAS, in the design and oonstruotlon of said additional facilities by Stone & Webster pursuant to said Authorisation, employees of Stone & Webster ngy make inventions and discoveries, the ownership of which the parties hereto now desire to establish* HOW, THEREFORE, in consideration of the premises, the parties hereto mutually covenant and agree as followst 1* That said additional facilities are, for the purposes hereof, classified broadly, as follows! PROOF A FACILITIES Lead-sodiun alley Eleotrolytio sodium Tetraethyl Lead Tetraethyl Lead Antiknock fluid (ROUP B FACILITIES Ethyl Chloride Ethylene Dichloride Vinyl Chloride QBOUP C FACILITIES Hydrocarbon pyrolysis Olefin recovery and purification 2. That Stone & Webster will use care in the selection and assignment of personnel for work to be performed for Ethyl pursuant to said Authorisation and take proper precautions to avoid the unauthor ised dissemination of "know how" which it aoquires from Ethyl, to peraona other than those employees of Stone & Webster or othere who nu*t. of necessity, acquire such "know how" for the proper fulfillment of the work assigned under said Authorisation. - 2- F-07436 3. That Ethyl will take proper preemptions to mroid tho unauthorised disemination of "know how* which it acquires from Stone & Webster, to persons other than those employees of Ethyl or its Licensees vho oust, of necessity, acquire such "know how" far the full use end enjoyment of said additional facilities by Ethyl or Lieensees of Ethyl* It, That Stone k Webster will return to Ethyl pronptly, when so requested by Ethyl in writing within one year after eaapletion of the authorised workt (a) All temporary and final drawings, tracings, and/or prints, whether or not prepared by Stone & Webster, Ethyl, or others and which were used or acquired in connection with or the Group A and/Group B facilities of Paragraph 1 of this agreement, and (b) All requisitions, lists, orders, inroioes, data and correspondence, as well as all computations in connection with Group A facilities of said Paragraph 1* 5* That in order to protect Ethyl against the unauthorised use of "know how" acquired by employees of Stone & Webster, froa Ethyl, under said Authorisation, Stone A Webster agrees that it will not, prior to September 1, 1957, (a) Design or construct for itself or others. Group A facilities of Paragrsph 1 hereof except with the full knowledge end consent of Ethyl} proTided, howerer, that this restriction shall be and old as to axy Group A facility or facilities ^Lth respect to which Ethyl terminates the employment of Stone k Webster under said Ten Contract, prior to the completion of said Qroup A facility or facilities by Stone & Webster for Ethyl, end. -3- P-07437 (b) Use, in the design or construction of ary Qroup A i and/or Qroup B facility or facilities of aaid Paragraph 1 for itself or others, ary "know how* acquired fro* Ethyl in connection with the design or construction of aaid facilities, except with the full knowledge and consent of Ethyl, and, (c) Use, in the design or construction of any Qroup C facility or facilities of said Paragraph 1 for itself or others, "know how* acquired fro* Ethyl in connection with the design or construction of said facilities, exoept with the full knowledge and consent of Ethyl unless such "know how" is so closely allied to its own "know how* as to present no important difference in kind as distinguished fro* degree* 6* That in the performance of the work oorered by said Authorisation, employees of Stone & Webster nay oonceire, invent and discover patentable subject matter which may have application to the Qroup A and/or Qroup B facilities of Paragraph 1 hereof. It is agreed that Stone & Webster shall disclose promptly to Ethyl all suoh subject matter which Stone & Webster considers to be patentable, including such information possessed by Stone & Wsbster pertinent thereto, to enable Ethyl to deteroino the advisability of filing patent applications thereon. Ethyl agrees to notify Stone & Webster promptly of its decision and should Ethyl elect to file patent application thereon, to prosecute same at its own expense, except that Ethyl, may at any tine, upon 60 days written notice to Stone & Webster terminate such prosecution without incurring further liability in connection therewith and Stone & Webster shall have the right to t*Je ovr rv.ch Ethyl agrees also that it will not intentionally permit such application to become abandoned without first giving Stone & Webster reasonable notice in writing of its intent to do so, and Stone & Webster in suoh case shall have the right to take over the prosecution thereof and/or take such steps as are necessary to maintain said application aliva. Should Stone & Webster elect to take over the prosecution of ary suoh F-07438 application, Stone & Webster agrees to reimbPC** Ethyl for all expenses incurred by Ethyl in connection with such partial prosecution and Ethyl agraas to axeeute promptly any and all such papara aa ara naoaaaary to proparly reat titla in nob application and tba invention oorerad thereby, in Stona k Tabatar. Should Ethyl alaet not to file patant applleatlona on any subject sattar dlaeloaad to it by Stona k Webster, aasa ahall ba and raaaln the exclusive property of Stona & Tabatar* All patenta iaaued to Stona k Tabatar on applleatlona taken orer from Ethyl ahall bacose the exclusive property of Stone k Tebater. stone & Webstar hereby grants to Ethyl a non-exclusive license with the right to license its Licensees, under its osn terse and conditions and without accounting to Stone A Webster,under all patenta issued to Stona k Wabatar on applications taken over from Ethyl or on subject matter disclosed to Ethyl on which Ethyl did not elect to file patant applications in so far as they apply to Qroup A and/or Qroup B facilities* All patents acquired by Ethyl hereunder relating to Qroup A facilities shall be the exclusive properly of Ethyl. All patents acquired by Ethyl hereunder relating to Qroup B facilities shall be the joint equal property of Ethyl and Stona k Webster who shall enjoy equal licensing rights thereunder* Stone k Webster shall have ths right to file applications on inventions made by its enployeea relating to Qroup C facilities and all patents acquired by Stone k Webster thereon shall be the exclusive property of Stone k Webster, except that Ethyl shall have a non-exclusive license with the right to lieenee its Licensees, under its own terms and conditions without accounting to Stone k Webstar, under all such patents in so far as they apply to Qroup C facilities. Ethyl and Stona & Webster agree that inventions Bade jointly by enployeee of Ethyl and Stone k Webster shall be subject to the aforementioned restrictions and shall be dealt with hereunder just as though they had been made solely by employees of Stone k Wabatar* 7* That the restrictions provided for in Paragraphs 2 and $ hereof shall not operate to prevent or be construed to prevent Stone k Webster or firss or corporations owned or controlled by Stone & Webster from designing or constructing plants similar to those which it has or F-07439 they bare previously designed or constructed or which involve petroleum or chemical processes other than those used in the Qroup A facilities of Paragraph 1 of this agreement. 8* This agreement and all of the provisions thereof shall be deemed to be in fall foroe and effect beginning the 16th day of June, 1?U7 end shall be binding upon and inure to the benefit of Ethyl nd Stone & Webster, their successors and assigns and all firms or corpora tions owned or controlled by Ethyl and Stone & Webster) and upon approval by Ethyl of the work to be performed by parties other than Stone it Webster, Stone & Webster shall require similar agreements consistent with the provision of Paragraph 2 hereof from such of said parties as may be specified by Ethyl in writing at the time of each approval. 9 Except as specifically provided for herein, all tarns and provisions of the Term Contract and Authorisation not Inconsistent herewith shall remain in full foroa and sffeot. IX WI1KESS WHEREOF, the parties hareto have caused this agree ment to be executed in duplicate by their respective officers thereunto duly authorised as of the day and year first above written. ATTEST: Secretary ATTEST: STONE It WEBSTER ENGINEERING CORPORATIOM 07 Vice President ETHTL CORPORATION -6 F-07440 SAFE FILE ETHYL CORPORATIO: Manufacturing and Traffic Derartmi September 8, 19U8 PLCASC ADDRESS REPLY TO>BOX 3*1 BATON ROUGE I.LA . Mr. Karl Finsterbusch, Vice President Stone fit Webster Engineering Corporation 90 Broad Street New York h, New York Dear Mr. Finsterbusch: Your letter of July 22, advising that Stone fit Webster Engineering Corporation considers the wholly owned subsidiary of Stone fit Webster, Incorporated, E. B. Badger fit Sons Company, a party to the existing Supplementary Ethyl Chloride Agreement and requesting permission for E. B. Badger fit Sons Company to engage In the design and construction of ethyl chloride and ethylene dichloride facilities for others thereunder has been reviewed by this corporation. This is to advise you that permission is hereby granted to E. B. Badger fit Sons Company to engage in the design and construction of ethyl chloride and ethylene dichloride producing facilities for others under the Supplementary Ethyl Chloride Agreement between us, provided, however, that Stone fit Webster Engineering Corporation does not make available to E. B. Badger fit Sons Company any of the "know-how" Stone fit Webster Engineering Corporation has acquired from the Ethyl Corporation in con nection therewith. EAY:pm SAFE FILE E-07441