Document 448b2wbraDw4rRJGggB0Q3GKj

SAFE FILE SUPPLEMENTAL IQHEDffiHT This supplemental agreement made and sntsrsd into this 1st day of October, 19U7 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). PLAINTIFF'S EXHIBIT--* i ' b1pc6-^55 KTJIESSETHi SHBHEAS, Ethyl's principal interest and business is the manufacture and sale of Anti-Enook oonpounds, the produotlon of ohealcals required for their manufacture, and the manufacture and sale of other chemicals) WHEREAS, Stone & Webster's principal interest and business 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, 19US (hereinafter referred to aa Term Contract) catting forth, among other things, the terms and conditions under which Stone & Webster would f urnlsh Ethyl with consulting earrloes and execute design and construction work for Ethyl, as and when authorised by Ethyl) and which Term Contract prorides also that in the event any project inrolres confidential matters, a separate agreement will be executed to cover such confidential matters with respect to such project) WHEREAS, Ethyl by latter dated September S, 1?U7 (hereinafter referred to as Authorisation) authorised Stone & Webster to proceed under said Term Contract with the design and construction of oertaln additional facllltlea for and in connection with Ethyl's chemical and manufacturing operations at Baton Rouge, Louisiana, aa more fully defined hereinafter) NHEBEAS, In ths design and oonatruotion of said additional facilities for Sthyl, aaoh party will, of necessity, acquire from the other valuable taohnioal and confidential information which represents know-how (hereinafter referred to as "know how") which each possesses in its respeetirs field and which "know how" the party possessing sane desires to protect against ary unauthorised dissemination) and, IHEEAS, in the design and construction of said additional facilities by Stone & Webster pursuant to said Authorisation, employees of Stone & Webster nay make inventions and discoveries, the ownership of which the parties hereto now desire to establish. NOW, THEBEJDHE, in considsration of the premises, the parties hereto mutually covenant and agree as follows I 1. That said additional facilities are, for the purposes hereof, classified broadly, as follows* QBOPP A FACILITIES Lead-sodium alloy Electrolytic sodium Tetraethyl Lead Tetraethyl Lead Antiknock fluid mojp b yAcmnEs Ethyl Chloride Ethylene Dichloride Vinyl Chloride QBOPP c fAcmnss Hydrocarbon pyrolysis Olefin recovery and purification 2. That Stone & Webster will use oare 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* whioh it acquires from Ethyl, to persons other than those employees of Stone & Webster or others who must, of necessity, acquire such "know how" for the proper fulfillment of the work assigned under said Authorization. 3. That Ethyl will talcs propsr preositlons to avoid tbs tmauthorlssd dissemination of "know bow" wblob it acquires from Stoss & Webster, to parsons otbsr than tboss employees of Ethyl or Its Llesnssss who oust, of necessity, acquire suob "know bow", for tbs full uss and njoyment of said additional facilities by Ethyl or Llesnssss of Ethyl. It. That Stone A Webster will return to Ethyl promptly, when so requested by Ethyl in writing within one year after eoaplstion of the authorised work! (a) ill temporary and final drawings, tracings, and/or prints, whether or not prepared by Stone It Webster, Ethyl, or others and which were used or acquired in connection with or the Group A and/Oroup B facilities of Paragraph 1 of this agreement, and (b) All requisitions, lists, orders, inroioes, data and correspondence, as well as ell computations in connection with Qroup 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, from Ethyl, under said Authorisation, Stone It Webster agrees that it will not, prior to September 1, 1957, (a) Design or construct for itself or others, Qroup A fsoillties of Paragrsph 1 hereof except with the full knowledge end consent of Ethyl} provided, however, that this restriction shall be null end void as to aiy Group A facility or facilities with respect to which Ethyl terminates the employment of Stone It Webster under said Term Contract, prior to the completion of said Group A faeility or facilities by Stone It Webster for Ethyl, and, -3- (b) Use, in the daaign or construction of any droop A *' and/or Qroup B facility or facilities of said Paragraph 1 for itself or others, aqy `know her* acquired from Ethyl in connection with tha design or construction of said facilities, except with tha full knowledge and consent of Ethyl, and, (e) Use, in the design or construction of aiy Qroup C facility or facilities of said Paragraph 1 for Itself or others, "know how" acquired from Ethyl in connection with the design or construction of said facilities, except with the full knowledge and consent of Ethyl unless such "know how" la ao closely allied to its own "know how* as to present no Important difference in kind as distinguished from degree. 6. That in the perfornaaoe of the work oovered by said Authorisation, employee* of Stone & Webster may oonoeiwe, inrent and disoorer patentable subject matter which may hare application to the Group A and/or Qroup B faoilitiee of Paragraph 1 hereof. It ie agreed that Stona A Webster shall disclose pronptly to Ethyl all auoh subject matter which Stona & Webster consider* to be patentable, including such information possessed by Stone A Webster pertinent thereto, to enable Ethyl to determine the adri*ability of filing patent application* thereon. Ethyl agrees to notify Stone A Webeter promptly of it* decision and should Ethyl sleet to fils patant application thereon, to prosecute same at its own expense, except that Ethyl, may at any time, upon 60 days written notice to Stone A Webster terminate euoh prosecution without incurring further liability in connection therewith and Stone A Webeter shall haws the right to take over such prosecution. Ethyl agrees also that it will not intentionally permit euoh application to become abandoned without first giving Stone A Webeter reasonable notice in writing of its intent to do so, and Stona A Webster in such case shall have the right to taka ovsr the prosecution thereof and/or take such steps as are necessary to maintain said application alive. Should Stone A Webeter elect to take over the prosecution of any auoh application, Stone A-Webeter agree* to reiabUT"* Ethyl for all expenses -U- incurred by Ethyl in connection with wuoh partial prosecution and Ethyl agrees to execute promptly any and all such papers as are necessary to properly Test title in such application and the invention coTered thereby, in Stone & Yebster. Should Ethyl elect not to file patent application* on ary subject natter disclosed to it by Stone & Yebster, sane shall be and reaain the exclusive property of Stone & Yebster, All patents leaned to Stone k Yebster on applications taken over fron Ethyl shall becona the exclusive property of Stone k Yebster, Stone k Yebster hereby grants to Ethyl e non-exclusive license with the right to lioense lta Licensees, under its own tens and conditions and without accounting to Stone k Yebster, under all patents Issued to Stone k Yebster on applications taken over from Ethyl or on subject setter disclosed to Etiyl on which Ethyl did not elect to file patent applications in so far as they apply to Group A and/or Group B facilities. All patents acquired by Ethyl hereunder relating to Group A facilities shall be the exclusive property of Ethyl. All patents acquired by Ethyl hereunder relating to Group B facilities shall be the Joint equal property of Ethyl and Stone k Webster who shall enjoy equal licensing rights thereunder. Stone k Webster shall have the right to file applications on inventions mads by its employees relating to Group C facilities and all patents acquired by Stone it Yebster thereon shall be the exclusive property of Stone k Webstar, except that Ethyl shall have a non-exclusive license with the right to lioense its Licensees, under its own terms and conditions without accounting to Stone it Webster, under all such patents in so far as they apply to Qroup C facilities. Ethyl and stone it Webster agree that inventions made Jointly by employees of Ethyl end Stone it Webster shall be eubjeot to the aforementioned restrictions and shall be dealt with hereunder Just as though they had been made solely by employees of Stone & Yebster. 7. That the restrictions provided for in Paragraphs 2 and $ hereof shall not operate to prevent or be construed to prevent Stone & Yebster or firms or corporations owned or controlled by Stone k Yebster from designing or constructing plants similar to those which it has or -5- they hare previously designed or oonstrusted or which involve petroleum or chemical processes other than those used la the Group A facilities of Paragraph 1 of thia agreement. 3. Thia agreement and all of the provisions thereof shall be deaned to be in full farce and effect beginning the 16th day of June, 19li7 and shall be binding upon and inure to the benefit of Ethyl nd Stone & Webster, their successors and assigns and all firms or corpora tions aimed or cantrolled by Ethyl and Stone & Webaterj and upon approval by Ethyl of the work to be performed by parties other than Stone k Webster, Stone k Webster shall require similar agreements consistent vith the provision of Paragraph 2 hereof from such of said parties as may be specified by Ethyl in writing at the time of such approval. 9. Except as specifically provided for herein, all terms end provisions of the Term Contract and Authorisation not inconsistent herewith shall remain in full foroe and effeot. IN WITNESS WHEHEOP, the partiea hereto have caused this agree ment to be executed in duplieate by their respeotive offloers thereunto duly authorised as of the day and year first above written. ATTEST: Secretary ATTEST: STONE & WEBSTER EHGUfEERUJQ CORPORATION vioe President ETHTL CORPORATION 3-C. wjk/Wjft) - 6- ------ -ol 6e5r. /V IW7. {S SAFE FILE ETHYL CORPORATION. Manufacturing and Traffic Department poc. No. jjE September 8, 191x8 PLCA6C AODRCS6 RCPLY TOBOX 941 BATON ROUOC l.LA. Mr. Karl Finsterbusch, Vice President Stone St Webster Engineering Corporation 90 Broad Street New York lx, New York Dear Mr. Finsterbusch: Your letter of July 22, advising that Stone St Webster Engineering Corporation considers the wholly owned subsidiary of Stone St Webster, Incorporated, E. B. Badger St Sons Company, a party to the existing Supplementary Ethyl Chloride Agreement and requesting permission for E. B. Badger & Sons Company to engage i.n 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 St 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 & Webster Engineering Corporation does not make available to E. B. Badger St Sons Company any of the "know-how" Stone St Webster Engineering Corporation has acquired from the Ethyl.Corporation in con nection therewith. EAY:pm safe file SAFE FILE ETHYL CORPORATIOn'NV Baton Rouge Plant September 9, 19U8 O' % - 7 rlieNoJ^pl- Doc. Nojj^-J ______ / PLCASE ADDRESS RCRLV TO<-BOX 3AI BATON ROUOC I,LA , J.O. 8027 CjD J '.r. \$S Mr. Karl Finsterbusch Vice President Stone & Webster Engineering Corporation 90 Broad Street New York Ij., New York Dear Mr. Finsterbusch: Your letter of July 22, 19^8, advising that E. B. Badger St Sons Company, a wholly owned subsidiary of Stone & Webster, Incorporated, is considered by the Stone & Webster Engineering Corporation as coming under the Electrolytic Sodium Supplemental Agreement of October 1, I9U7, and requesting permission for E. B. Badger & Sons Company to carry out any such detail design and construction work that might result from its con tacts with the duPont Company for producing electrolytic sodium, has been reviewed by this corporation. This is to advise you that permission is hereby granted to E. B. Badger & Sons Company to engage in such work for duPont and others, provided, however, that Stone & Webster Engineering Corporation does not release to E. B. Badger & Sons Company any "know-how" which you have acquired from the Ethyl Corporation in connection therewith. SAFE FILE Safe file & July 22, 1948 k0.jJ3&:2 i"Oc. No. Mr, J. H. Schaefer, Vice President. Ethyl Corporation Baton Rouge, Louisiana. ETHYL CHLORIDE SUPPLEMENTARY AGREEMENTS Dear Mr, Schaefer: During my recent trip to Baton Rouge, I outlined a situation which has arisen in connection with our affiliate. E.B. Badger & Sons Co., in reference to the design and construction of plants to produce ethyl chloride. Our original Supplementary Agreement dated July 291 1940, in connection with our construction of your ELA Plant No. 2, has ex pired. The Supplementary Agreement dated August 29, 1944 was made at the time we contracted to design and supervise the construction of the Ethyl Chloride Plant at Baton Rouge designated as your CP Project. This agreement will continue to be effective for a period of a little more than one year and although Badger are not owned or controlled by our Corporation, they are wholly owned by our parent corporation, Stone & Webster, Inc., and we consider it applies to their activities. In any event we would construe our obligation to you in the broader sense of professional ethics. The August 29, 1944 agreement provides, among other things, that we, and Badger by inference, agree not to design or construct plants for the production of ethyl chloride for a period of five years from the date of the agreement without your full knowledge and approval. The Supplemental Agreement made October 1, 1947, in con nection with your present expansion program stipulates that we will not use in the design or construction of any ethyl chloride or ethylene dichloride facilities, any "know-how" acquired from you except with your full knowledge and consent. It has developed that Badger have received inquiries for their services to design and construct ethyl chloride and ethylene di chloride facilities. They do not have any experience on this work but it has been indicated that possibly Standard Oil Development Company would make certain basic information available to them so that they SaFIt- r,L-* Mr. J. H. Schaefer 2 July 22, 19^ would be in a position to render the desired services. We would not be called upon and would not make available to Badger any of your "know how1* in the event any of this work were to go forward. On this basis, we understand that you would not have any objection to Badger undertaking the design or construction of these facilities and we would appreciate receiving your confirmation to this effect for our records. Yours very truly, Karl Finsterbusch Vice President. KF:MW CC:NYB BOS B ELAC HEB Pro. Div. - Supplementary File; NY, Bos SAFE FILE July 22, 19l Mr. J. H. Schaefer, Vice President Ethyl Corporation Baton Rouge, Lousiana, ELECTROLYTIC SODIUM SUPPLEMENTAL AGREEMENT Dear Mr. Schaefer: Our Supplemental Agreement of October 1, 194-7 made in connec tion with your present expansion program provides, among other things that we will not design or construct facilities fors/the production of electrolytic sodium or use in the design or construction of such' facilities any "know how" acquired from you except with your full knowledge and consent. As brought to your attention on my last visit to Baton Rouge, du Pont have asked our affiliate, E. B. Badger & Sons Co., to ascertain if any companies would be interested in installing plants to produce electrolytic sodium, in which event du Pont would furnish the basic designs and "know how" for Badger to carry out the detail design and construction work that might result. We consider that our Supplemental Agreement with you also ap plies to Badger but understand that under the circumstances, provided we did not release any of your information to Badger, you would not object to their undertaking design and construction work on electrolytic sodium facilities. We would appreciate your confirming this understanding. Yours very truly Karl Finsterbusch Vice President. KF:HW CC: NYB BB ELAC HEB Supplementary Files (N. Y. & Bost.)