Document aJ05oBLndDagyy7MY0R6RDGaB

PLAINTIFF'S EXHIBIT t ETCO-527 SAFE FILE SUPPLEMENTAL AGREEMENT EXHIBIT c This supplemental agreement sad* and antarad Into thia lit day of October, 19k7 by and between Ethyl Corporation, a corporation of the State of Delaware (hereinafter referred to aa Ethyl) and Stone & Webster Engineering Corporation, a corporation of the State of Massachusetts (hereinafter referred to aa Stone & Webster). WXTKESSETHi WHEREAS, Ethyl'a principal interest and business is the manufacture and sale of Anti-Knock compounds, the production of ohemicala required for their manufacture, and the manufacture and sale of other chemicals) WHEREAS, Stone it Webster* a principal Interest and business Is the design and construction for others of manufacturing plants and engineering works in many and divers fields and Industries, including the chemical and petroleum industries) WHEREAS, Ethyl and Stone & Webster hare heretobefore entered into an agreement dated May 29, 19b5 (hereinafter referred to as Term Contract) setting forth, among other things, the terms and conditions under which Stone it Webster would furnish Ethyl with consulting services and execute design and construction work for Ethyl, as and when 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 $, 19lt7 (hereinafter referred to as Authorization) authorised Stone St 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 operatlona at Baton Rouge, Louisiana, as more fully defined hereinafter) WHEREAS, la the design and construction of said additions! facilities for Ethyl, each party will, of necessity, acquire from the other valuable technical and confidential information which represents know-how (hereinafter referred to as "know how") which each possesses in its respective field and which "know how* the party possessing sane desires to protect against any unauthorised dissemination) and, WHEEEAS, In the design and construction of said additional facilities by Stone & Webster pursuant to said Authorisation, employees of Stone & Webster may make inventions and discoveries, the ownership of which the parties hereto cow desire to establish. HOW, THEREFORE, in consideration of the premises, the parties hereto mutually covenant and agree as followsi 1. That said additional facilities are, for the purposes hereof, classified broadly, as followsi QBOUP A FACILITIES Lead-sodium alloy Electrolytic sodium Tetraethyl Lead Tetraethyl Lead Antiknock Fluid (ffiOPP B FACILITIES Ethyl Chloride Ethylene Dichloride Vinyl Chloride PROOF C FACILITIES Hydrocarbon pyrolytic Olefin recovery end purification 2. That Stone & Webster will use eare 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 bow" which 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. - 2- 3. That Ethyl will taka proper precautions to avoid the unauthorized dissemination of "know how* which it acquires from Stone & lobster, to persons other than those employees of Ethyl or its Licensees who oust, of necessity, acquire such "know how", for the full use and enjoyment of said additional facilities by Ethyl or Licensees of Ethyl. It. That Stone St lobster will return to Ethyl promptly, when so requested by Ethyl in writing within one year after completion of the authorised work! (a) All temporary and final drawings, tracings, and/or prints, whether or not prepared by Stone St 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. Hats, orders, inroioea, data and correspondence, as well as ell 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, from Ethyl, under said Authorisation, Stone St Webster agrees that it will not, prior to September 1, 1957, (a) Design or construct for itself or others. Group A facilities of Paragraph 1 hereof except with the full knowledge and consent of Ethyl) provided, however, that this restriction shall be null and void as to aqy Group A facility or fsoillties ^.th respect to which Ethyl terminates the employment of Stone St Webstar under said Tern Contract, prior to the completion of said Group A facility or facilities by Stone & Webster for Ethyl, and. - 3- (b) Use, in the dasign or construction of any Qroup A and/or Group B facility or facilities of said Paragraph 1 for itself or others, any "know how' acquired froat Ethyl in connection with the design or construction of said facilities, except with the full knowledge and consent of Ethyl, and, (c) Use, in the design or construction of any Group 0 facility or facilities of said Paragraph 1 for itself or others, "know how" acquired from Etiyl in connection with the design or construction of said facilities, except 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 from degree. 6. That in the performance of the work oovered by said Authorization, employees of stone & Webster say oanoeive, invent and discover patentable subject matter whioh may hare application to the Group A and/or Group B facilities of Paragraph 1 hereof. It is agreed that Stone & Webster shell disclose promptly to Ethyl all such subject matter which Stone & Webster considers to be patentable, including such Information possessed by Stone & Webster pertinent thereto, to enable Ethyl to determine the advisability of filing patent applications thereon. Ethyl agrees to notify stone & Webster proiptly 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 time, upon 60 days written notice to Stone & Webster terminate such prosecution without incurring farther liability in connection therewith and Stone & Webster shall have the right to take over such prosecution. Ethyl agrees also that it will not intentionally permit suoh application to become abandoned without firat giving Stone & Webster reasonable notice in writing of its intent to do ao, and Stone & Webster in suoh ease shall have the right to take over the prosecution thereof and/or take suoh steps as are necessary to maintain said application alive. Should Stone & Webster elect to take over the prosecution of any suoh application, Stone & Webster agrees to reiabPC*" Ethyl for all expenses - it - incurred by Ethyl in connection with euah partial prosecution and Ethyl agrees to execute promptly any and all such papers as are necessary to properly rest title in such application and tbs inrention covered thereby, in Stone A Webster. Should Ethyl elect not to file patent applications on any subject natter disclosed to it by Stone & Webster, sane shall be and renain the exclusive property of Stone & Webster, ill patents issued to Stone & Webster on applications taken over fron Ethyl shall beeone the exclusive property of Stone A Webster. Stone & Webster hereby grants to Ethyl a non-exclusive license with the right to license its Licensees, under its ovn terns and conditions, and Without accounting to Stone & Webster,under all patents issued to Stone & Webster on applications taken over from Ethyl or on subject natter disclosed to Ethyl on which Ethyl did not elect to file patent applications in so far as they apply to Group i 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 aoquired by Ethyl hereunder relating to Group B facilities shall be the Joint equal property of Ethyl and Stone Sc Webster who shall enjoy equal licensing rights thereunder. Stone & Webster shall have the right to file applications on inventions made hr it* employees relating to Group C facilities and all patents acquired by Stone Sc Webster thereon shall be the exclusive property of Stone A 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 Sc Webster, under all suoh patents in so far as they apply to Group C facilities. Ethyl and Stone & Webster agree that inventions made Jointly by employees of Ethyl and Stone it 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 A Webster. 7. That the restrictions provided for in Paragraphs 2 and $ hereof shall not operate to prevent or be construed to prevent Stone A Webster or firms or corporations owned or controlled by Stone A Webster from designing or constructing plants similar to those which it has or -5- they here previously designed or constructed or which inrolre petroleum or chemiesl processes other than those used in the Group A facilities of Paragraph 1 of this agreement. 8. Shis agreement and all of the provisions thereof shall be deemed to be in fall faros and effect beginning the 16th day of June, l?ll7 and shall be binding upon and inure to the benefit of Ethyl tnd Stone & Webster, their successors and assigns and all firms or corpora tions aimed or controlled by Ethyl and Stone & Websterj and upon approval by Ethyl of the work to be performed by parties other than Stone & 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 such approval. 9. Except as specifically provided for herein, all terms and provisions of the Term Contract and Authorisation not inconsistent herewith shall remain in full force end effect. UT WITNESS WHEREOF, the parties hereto hare 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: STONE U WEBSTER ENGINEERING CORPORATION - 6- -----cl *-CfrksULAS~tS-UL . ih, iw-7. SAFE FILE ETHYL CORPORATION Manufacturing and Traffic Department Pc. fjo. ^ September 8, I9U8 PLEASE ADDRESS REPLY TO:* BOX 34-1 BATON ROUOC I.LA . Mr. Karl Finsterbusch, Vice President Stone St Webster Engineering Corporation 90 Broad Street New York U, 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 St 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 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 St 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. EAYjpn SAFE FILE SAFE FILE ETHYL CORPORATI^ii Baton Rouge Plant Doc. No.. September 9, 19U8 PLEASE ADDRESS REPLY TO!*SOX 34.1 BATON ROUGE I.LA. J.O. 8027 ri> Mr. Karl Finsterbusch Vice President Stone & Webster Engineering Corporation 90 Broad Street New York L, New York Dear Mr. Finsterbusch: Your letter of July 22, 19U8, advising that E. B. Badger & 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, 19li7> 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. EAY:pm SAFE FILE Safe file July 22, 1946 r lie Ko..dSE?;x poc. r.jo.jy err- 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 29, 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-how1' 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 dichloride 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 rU-- Hr, J. H, Schaefer 2. July 22, 19*+8 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 how" 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:HW CC:NYB BOS B ELAC HEB Pro. Div. - Supplementary File: NY, Bos SAFE FILE (XlPfe July 22, 19W Mr. J. H. Schaefer, Vice President Ethyl Corporation Baton Rouge, Lousiana, ELECTROLYTIC SODIUM SUPPLEMENTAL AGREEMENT Dear Mr. Schaefer: Our Supplemental Agreement of October 1, 19*+7 made in connec tion with your present expansion program provides, among other things, that we will not design or construct facilities forvthe production of electrolytic sodium or use in the design or construction of sue!)' 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.) c t. CP cu J=