Document xj740EBdggGK6o1k5Gede7ppb

J<"F- AGREEMENT made as of the IS1"11 day of April , 1969, by and between UNION CARBIDE CORPORATION, a New York, corporation, having an office at 270 Park Avenue, New York, New York 10017 U.S.A. (hereinafter called "Union Carbide") and DEUTSCHE GOLD- UND SILBERSCHEIDEANSTALT VORMALS ROESSLER, a corporation having an office at 6 Frankfurt am Main, Weissfrauenstrasse 9> Germany (hereinafter called "Degussa"); WITNESSETH: WHEREAS, Union Carbide produces asbestos based thickening agents and has know-how and patent rights concerning production and applications for such thickening agents; and WHEREAS, Degussa has know-how concerning production and use of asbestos based thickening agents and has a sales organization with technical service facilities; and WHEREAS, Union Carbide and Degussa wish to cooperate in in vestigating and developing a market for such thickening agents; NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows: 1. Degussa agrees to engage in market development efforts for asbestos based thickening agents and will use its best efforts in the countries listed in Schedule A attached hereto and made a part hereof,. 2. In connection with the aforementioned market development efforts, Union Carbide agrees to sell and Degussa agrees to buy Calidria Asbestos R-G 21^ and Calidria Asbestos R-G 144 meeting the specifications under certain test methods, all as contained in Schedule B, to be mutually agreed upon and attached hereto and made a part hereof. 3* Union Carbide may attempt modifications of the products to be sold hereunder, if such modification appears suitable and feasible to both parties. ij.. Union Carbide shall make available to Degussa, free of any charge, up to a total quantity of 11,000 pounds of Calidria Asbestos R-G 2)|)| and/or Calidria Asbestos R-G lijJ+ 5. The price for material sold hereunder shall be: Calidria Asbestos R-G 2Lil ---------80/ per lb. c.i.f. Antwerp, less 10$ Calidria Asbestos R-G lljlj.-----------per lb. c.i.f. Antwerp, less 10$. Union Carbide and Degussa agree to negotiate concerning modification of the aforementioned prices if either party requests such discussion. If after negotiation, Union Carbide and Degussa are unable to agree on such a modification, and either or both parties desires such a modification, then this Agreement shall immediately terminate and the provisions of Paragraph 12 hereof shall not be applicable. Notwithstanding what precedes Union Carbide agrees to deliver to Degussa within six months after said termination up to 110,000 lbs. of the products mentioned above at the price prevailing on the date of said termination. 6. Union Carbide agrees that Degussa may sell the aforementioned products under Degussa's own trade name. Upon mutually agreeable terms and conditions, the aforementioned products may be packaged at Union Carbide's King City, California plant in bags supplied by Degussa. -2- 1 7 (a) Union Carbide agrees to make available to Degussa, at no charge, such technical information concerning the aforementioned products as may assist Degussa in its market development efforts hereunder. (b) Degussa shall make available to Union Carbide, at no charge, technical and marketing information concerning the afore mentioned products which may assist Union Carbide in developing a market for such products, (c) It is understood that any information disclosed to either party by a third party under a secrecy agreement shall be exempted from the disclosure obligations of sections 7(a) and (b). 8. With respect to confidential or proprietary information, neither party shall, to the extent possible, disclose such information without giving the other a mutually acceptable written description of the information disclosed. The party to whom such information is dis-closed agrees to keep such information confidential for a period of five (5) years from the date of disclosure and not to disclose such information to others except its employees who have signed agreements obligating them to the disclosing party to the same extent their employer is obligated hereunder. The aforementioned obliga tions shall not apply when and to the extent such information was known to the disclosing party prior to receipt and is documented in records made prior to such disclosure or when, after and to the extent such information is generally available to the public, or is subsequently received by the party to whom disclosure wa3 made in good faith from a third party. -3- v 9. Union Carbide agrees to inform Degussa if Union Carbide should develop new asbestos based products for similar end uses to those sold hereunder. Union Carbide also agrees to negotiate with Degussa concerning the possibility of adding one or more of such products to those products sold hereunder. 10. During the term of this Agreement, Union Carbide agrees not to assert against Degussa and third parties to whom Degussa sells the aforementioned products any claim for infringement of a patent owned by Union Carbide by reason of Degussa's or such third parties' use of products sold hereunder, 11. Union Carbide and Degussa agree that disagreements between them concerning interpretation of this Agreement shall be settled by arbitration. Within one (1) month after such a disagreement. Union Carbide and Degussa will each designate one (1) arbitrator. These arbitrators shall name within thirty (30) days of their designation an additional arbitrator to act as chairman of the arbitration tribunal. Should the two (2) arbitrators fail to reach agreement on designating a third to act as chairman, or should either party fail to designate an arbitrator within the time des ignated above, the power to do so shall pass automatically to the President of the International Chamber of Commerce in Paris. Union Carbide and Degussa agree to accept decisions,of the arbitration tribunal as final and binding and, to the extent lawful, to waive all rights to legal review of any such arbitration award. 12. During the term of this Agreement, either party may request discussions with the other concerning any condition which appears -k- X unacceptable to one or both parties. Union Carbide and Degussa agree to discuss any such matter and to consider possible modifications of this Agreement. 13. Neither party shall be liable for its failure to perform hereunder due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws,- ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, allocations and price adjust ment restrictions), inability to obtain material, equipment or transportation, or any other similar or different contingency. The party so affected by a contingency beyond its reasonable control shall use reasonable efforts to remedy such contingency and resume performance hereunder; provided, however, that upon the failure to perform hereunder by either party for more than six (6) consecutive calendar months the other party shall have the right to terminate this Agreement. II4.. The term of this Agreement shall be eighteen (18) calendar months from the date of execution. By mutual agreement, the parties may extend the Agreement for six (6) calendar months. 15 No later than six (6) months before the expiration of this Agreement, as provided in Paragraph 14, Union Carbide and Degussa shall mutually evaluate Degussa's marketing efforts hereunder. Union Carbide and Degussa may extend the term of this Agreement one (1) year if both parties agree that sales of 440,000 pounds of Calldria Asbestos R-G 244 are reasonably possible during such additional year. -5- Subject to mutually acceptable terns and conditions, the parties may agree to extend this Agreement from year to year thereafter. In addition. Union Carbide agrees to negotiate with Degussa concerning the possibility of Degussa's producing Union Carbide's asbestos based products for similar end uses under mutually acceptable terms and conditions. 16. (a) Union Carbide warrants that the products sold here under meet the specifications provided.herein. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE SPECIFIED HEREIN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE MATERIAL SET FORTH IN THIS AGREEMENT. NO WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY, SHALL BE IMPLIED. (b) Union Carbide shall sell the aforementioned products under its then current General Terms and Conditions of Sale. In the event said General Terms and Conditions of Sale deviate from any provision of this Agreement, the latter shall prevail. (c) In the event any claim is filed by a third party, Union Carbide and Degussa shall assist each other in the handling of such claim. Should the third party be successful, both parties shall use their best endeavors to determine the cause of the damage and the party found at fault shall assume full responsibility for such damages vis-a-vis the third party, subject to subparagraphs 16(a) and 16(b) above. 17 This Agreement shall be binding upon and enure to the benefit of the respective successors and assigns of each of the parties hereto, but any assignment thereof by either party without -6- < the prior written consent of the other party shall be void. Such consent, however, shall not be unreasonably withheld. This Agreement shall not be binding upon either party until it is signed by an authorized representative of such party. 18, No modification of this Agreement or waiver of the terms or conditions thereof shall be binding upon either party unless approved in writing by an authorized representative. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. UNION CARBi; By__________ Vice Pres: its Chemii Division . ________ al Manager of :s Operations -7- SCHEDULE A Austria Belgium Denmark Federal Republic of Germany (including West Berlin) Finland France Greece Italy . Luxembourg Netherlands N orway Portugal Spain Sweden Switzerland United Kingdom GEG 9/10/70 T THIS AGREEMENT dated as .of the day of ,. 19 . , between UNION CARBIDE ASIA LIMITED (hereinafter called "UCASIAL"), a private company of Hong Kong, having an office at Shell House, Hh Floor, Hong Kong, and DEUTSCHE GOLDUND SILBERSCHEIDEANSTALT VORMALS ROESSLER, a corporation having an office at 6 Frankfurt am Main, Weissfrauenstrasse 9, Germany (hereinafter called "Distributor"); WITNESSETH; WHEREAS, UCASIAL has been authorized by UCASIAL*s United States of America affiliate, Union Carbide Corporation (herein after called "Manufacturer"), to sell and solicit orders for the sale of asbestos-based thickening agents; and WHEREAS, Distributor has know-how concerning production and f use of asbestos-based thickening agents and has a sales organi zation in Japan with technical service facilities; and V/HEREAS, Distributor is willing to sell and solicit orders * / y, * for the sale of the Products in t-he--Terri-tory on the following terms and conditions; and WHEREAS, UCASIAL and Distributor wish to cooperate in investi- \. gating and developing a market for such thickening agents in Japan; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: 1. UCASIAL hereby appoints Distributor as a nonexclusive distributor in Japan of Calidria Asbestos R-G 244 and Calidria Asbestos R-G 144 (hereinafter called the "Products") meeting the specifications under certain test methods, all as contained in Schedule A, to be mutually agreed upon and attached hereto and made a part hereof. 2. UCASIAL agrees to sell and Distributor agrees to buy for resale, upon the terms and conditions herein set forth. Products in such quantities as Distributor shall need in its business as a distributor of Products. Distributor shall exer cise its best efforts to develop the market in Japan for the Products and to resell as large a quantity of the Products as possible. 3. Manufacturer may attempt modifications of the Products to be sold herc-under, if such modification appears suitable' and feasible to the parties to this Agreement. 4. (a) The. price for material sold hereunder shall be as set forth in Schedule B attached hereto and made a part hereof. The prices set 'forth in Schedule B shall be UCASIAL and Distributor agree to negotiate concerning modification of the aforementioned prices if either party requests such dis cussion. If after negotiation, UCASIAL $nd Distributor are unable to agree on such a modification, and either or both parties 2 desire such a modification, then this Agreement shall immediately terminate and the provisions of Paragraph 12 hereof shall not be applicable. Notwithstanding what precedes, UCASIAL agrees to deliver to Distributor within six (6) months after said termina tion, up to lbs. of the Products mentioned above at the price prevailing on the date of said termination. (b) In addition to the purchase price provided In Paragraph ^(a) herein. Distributor shall pay to UCASIAL the amount of all taxes, excises or other governmental charges that UCASIAL or Manufacturer may be required to pay on the sale or transportation of any Product sold and delivered hereunder, except where the law otherwise provides. 5. Payment shall be due ______ ' ( ) days after date of invoice, billed upon delivery to the designated __________________ delivery point. Payment shall be made In United States of America dollars, Hong Kong dollars, or other currency as may be approved by Manufacturer or UCASIAL. 6. UCASIAL agrees that Distributor may sell the afore mentioned Products under Distributor's own trade name. Upon mutually agreeable terms and conditions, the aforementioned Prod ucts may be packaged at Manufacturer's King City, California plant In bags approved by Distributor. 7. (a) UCASIAL agrees to make available to Distributor, at no charge, such technical information concerning the afore mentioned Products as may assist Distributor in its market develop ment efforts hereunder. 3 (b) Distributor shall make available to UCASIAL, at no charge, technical and marketing information concerning the aforementioned Products v;hich may assist UCASIAL in developing a market for such 'Products. (c) It is understood that any Information disclosed to either party by a third party under a secrecy agreement shall be exempted from the disclosure obligations of sections 7(a) and (b). 8. With respect to confidential or proprietary information, neither party shall, to the extent possible, disclose such information without giving the other a mutually acceptable writeA n description of the information disclosed. The party to whom such information is disclosed agrees to keep such information confi dential for a period of five (5) years from the date of disclosure and not to disclose such information to others except its employees who have signed agreements obligating them to the disclosing party to the same extent their employer is obligated hereunder. The aforementioned obligations shall not apply when and to the extent such information was known to the disclosing party prior to receipt and is documented in records made prior to such disclosure or when, after and to the extent such infor mation is generally available to the public, or is subsequently received by the party to wbom disclosure was made in good faith from a third party. 9. UCASIAL agrees to inform Distributor if Manufacturer should develop new asbestos-based products for similar end uses to those sold hereunder. UCASIAL also agrees to negotiate with Distributor concerning the possibility of adding one or more of such Products to those Products sold hereunder. 10, During the term of this Agreement, UCASIAL agrees not to assert against Distributor and third parties to whom Distributor sells the aforementioned Products, any claim for infringement of a patent owned by UCASIAL or Manufacturer by reason of Distributor' or such third parties' use of Products sold hereunder. 11. The parties hereto recognize that UCASIAL has no con trol over Manufacturer's activities and that UCASIAL assumes no obligations whatsoever with respect to Manufacturer's performance of any obligations assumed by Manufacturer. 12, During the term of this Agreement, either party may request discussions with the other concerning any condition which appears unacceptable to one or both parties. Union Carbide and Distributor agree to discuss any such matter and to consider possible modifications of this Agreement. 13. Neither party shall be liable for its failure to per form hereunder (other than a failure to pay money) due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or / shortages, governmental lav/s, ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priori ties, requisitions, allocations and price' adjustment restrictions), inability to obtain material, equipment or transportation, or any other similar or different contingency. The party 30 affected ^ by a contingency beyond its reasonable control s^all use reason able efforts to remedy such contingency and resume performance hereunder; provided, however, that upon the failure to perform hereunder by either party for more than six (6) consecutive calendar months, the other party shall have the right to termi nate this Agreement. 14,. The term of this Agreement shall^a-from , and shall continue until terminated on , or on any anniversary thereof, by either party upon at least thirty (30) days prior written notice to the other party. 15. Distributor will conduct market surveys and distribute samples for evaluation not later than . UCASIAL and Distributor will evaluate the results of this market ing survey and agree upon a mutually beneficial program for marketing asbestos-based thickening agents. 16. (a) UCASIAL warrants that the products sold hereunder meet the specification provided herein. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE SPECIFIED HEREIN. THERE ARE NO W WARRANTIES WBICH EXTEND BEYOND THE DESCRIPTION OF THE MATERIAL SET FORTH IN THIS AGREEMENT. NO WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, SHALL BE IMPLIED. (b) Distributor's receipt of any Product delivered hereunder shall be an unqualified acceptance of, and a waiver by Distributor of any and all claims with respect to, such Product - 6- unless Distributor gives UCASIAL written notice of claim v/ithin thirty (30) days after such receipt. No claim against UCASIAL or Manufacturer of any kind, whether as to Product delivered or for. nondelivery of Product, and whether or not based on negli gence, shall be greater in amount than the purchase price of the Product In respect of which such claim is made. Without limiting the generality of the foregoing, neither UCASIAL nor Manufac turer shall be liable for any special, indirect or consequential damages resulting from the breach of the warranties set forth in paragraph,(a) above. 17. This Agreement shall be binding upon and enure to the benefit of the 'respective successors and assigns of each of the parties hereto, but any assignment thereof by Distributor without the prior written consent of UCASIAL shall be void. Such consent, however, shall not be unreasonably withheld. 18. This. Agreement shall be construed and interpreted and its performance shall be governed by the laws of Hong Kong. 19. No modification of this Agreement or waiver of the terms or conditions thereof shall be binding upon either party unless approved in writing by an authorized representative. 20. It shall be a sufficient giving of any notice, request or other communication in writing hereunder by a party to this Agreement to the other party if the party desiring to give such notice, request or other communication in(writing shall deposit a copy of the same in the Post Office for transmission in a regis tered envelope or shall file a radiogram or telegram with a radio or telegraph company properly addressed to the other party at the address hereinabove set forth, or at such other address as the other party hereto shall have theretofore in writing requested the party desiring to give such notice to address the same. The date of giving any such notice or other communication in writing shall be and is held and construed to be the date on which said copy was deposited or such radiogram or telegram was filed as aforesaid. The Post Office registry receipt or the receipt furnished by the radio or telegraph company showing the date of such deposit or such filing shall be prlma facie evidence of these facts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written, UNION CARBIDE ASIA LIMITED By Title ____________________ DEUTSCHE GOLUND SILBERSCHEIDEANSTALT VORMALS ROESSLER By _______________ ____________ Title -8- PJM 2/5/71 *5L/A ^1^/71 st /V! gy/ci^ THIS AGR.EEMENT, made as of the / day of 1971, between UNION CARBIDE CORPORATION (hereinafter called "Union Carbide"), a corporation organized and existing under the laws of the State of New York, United States of America, having an office at 270 Park Avenue, New York, New York 10017 U.S.A., and DEUTSCHE GOLD- UND SILBERSCHEIDEANSTALT VORMALS ROESSLER, (hereinafter called "Distributor"), a corporation organized and existing under the laws of Germany, having an Office at 6 Frank furt am Main, Weissfrauenstrasse 9, Germany; WITNESSETH: 1. Appointment of Distributor (a) Union Carbide hereby appoints Distributor and Distrib utor accepts appointment as av.scsfca exclusive reseller in the countries listed in Exhibit A attached hereto and hereby made a part hereof (hereinafter called the "Territory"), of the /asbestos products listed in Exhibit B attached hereto and hereby made a part hereof (hereinafter called the "Products"). The Distributor undertakes to exert its best efforts to sell as large a quantity as possible of the Products in the Territory. (b ) Uaien--Qarhirde--reserves-- bhu--r igirt ter appoim-fe--o-th er nonexdusj.v-e-nTese 11 ers o--The-Pro'duc tS~n--the.-Yarrl-fcary-. Union Carbide shall have the right at any time by written notice to /\ - ! Cf c(?3.o,oo 3= M?- e//<rzrz, A ' 2-9 3co, coo ^ t 120.* 00 0 <T Distributor to make additions or deletions in the number of such Products and to make modifications in the specifications of each such Product set forth in Exhibit B. 2. Purchase and Resale of Products Union Carbide shall sell and Distributor shall purchase from Union Carbide, upon the terms and conditions herein set forth, Products in such quantities as Distributor shall need in its business as a distributor of Products but in no event less than ^io CUUOM|Jl lot / -- _ O )--in Produ&to JjtoTany Contract Year during the term of this Agreement. Dis-tributur--shall ex'Srcis^ ite-basJc-e#fer-&s--to resell--as--ia-rgre--a--em-aart-i-ty--of the Prorivc-ts (J (t u-<Afr $ /LVzl Prices tetklUt i- C , The purchase price for Products sold hereunder shall be as set forth in Exhibit /fltattached hereto and hereby made a 2 ,,,, part hereof, -les-s--the--cHrs^ributo^irH srnnnt set for-th--in ExhibiL-B. < V * I > r )'111 C iifinnr.c Said prices are subject to increase or decrease by Union Carbide -ea. -vnsujjlt^ Q^cA. O.o^Juj-iLesyy' Ciuj^y't'e^r Oj/ W ^ not less than -fifteen--(i-5) days prior written notice to Distributor 30 C. 4. Delivery (a) All Products purchased by Distributor hereunder shall be shipped in the minimum quantities specified in Exhibit tfc.I.F. Antwerp, Belgium. On all shipments title shall pass f.o.b. Union Carbide's King City, California plant. (b) Purchase orders specifying quantity, type of Product, date of delivery and shipping instructions shall be furnished by Distributor a reasonable time prior to each delivery requested hereunder JLjl. t 5. Payment fo (a) Payment shall be due thirty--fjfh) days after date of 7 invoice, net open account. (b) Union Carbide reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the foregoing, all deliveries hereunder are subject to the condition that all indebtedness of Distributor to Union Carbide due before the date of shipment shall first be paid. 6. Labeling In the event that Union Carbide's labels on the Products shipped hereunder are not suitable or legal for use in the Terri tory, the Distributor hereby agrees to relabel the Products purchased by the Distributor so as to comply with any legal re quirements of any or all countries or areas in the Territory. The Distributor also agrees to label each container with a trans lation (in the language of the countries or areas in which the -3- CD Products will be stored, bandied or used) of any warnings and cautions the original labels may bear. Except as above provided, the Distributor shall not re package or relabel the Products without the prior written consent of Union Carbide if the Distributor's container or label bears Union Carbide's name or any of Union Carbide's trade marks. 7. Trade Marks Except as otherwise agreed in writing by the parties to this Agreement, Distributor covenants that during the term of this Agreement or after the expiration or termination thereof, Distributor will not incorporate under or otherwise make use of the name Union Carbide, any trade name or trade mark of Union Carbide for the Products sold hereunder, or any trade name or trade mark which, in the judgment of Union Carbide, is confusing ly similar thereto. Distributor shall have.the right to resell the Products under Distributor's own trade name: "Verdickungsmittel." Upon mutually agreeable terms and conditions, the Pro ducts may be packaged at Union Carbide's King City, California plant in bags approved by Distributor. ,Saleh Literature -4- <^. (a) Union Carbide agrees to make available to Degussa, at no cl large, such technical in ori-ation concerning the axorementioned products as my assist Degussa in its market development efforts hereunder. (b) Degussa shall rake available to Union Carbide, at no charge, technical and marketing information concerning the . aforementioned products which may assist Union Carbide in develop- j,rrr o r\*vr*bo*t fov cucVi *'?r^criir^'uo:. (c) It is understood that any information disclosed to either party by a third party under a secrecy agreement shall be exempted from the disclosure obligations of Sections ^(a) and (b). With respect to confidential or proprietary information, neither party shall, to the extent possible, disclose such information without giving the other a mutually acceptable written description of the information disclosed. The party to whom such information is disclosed agrees to keep such information confidential for a period of five (5) years from the date of disclosure and not to disclose such information to others except its employees who have signed agreements obligating term to the disclosing perty to the scene extent their employer is obligated hereunder. The aforementioned obligations shall not apply when and to the extent such information was known to the disclosing party prior to receipt and is docu mented in records made prior to such disclosure on when, after and to the extent such information is generally available to the public, ot 3.3 sv.l)S(?oiitsntfly Tr'cci_v0d. ty "t 110 P^iTuy "to vhorr. cii.scl-Ocu.r's vis rnfirlc ? A JT> - (a) Union Carbide warrants to the Distributor and to the initial user that at the time of shipment each Product delivered hereunder will meet Uni jo speci- fications for such Product -in--eff-ee-i--c."t1 seh--as have been e " ~ ' ed upon with Distributor or initial user in writing, union carbide further warrants that such Product will be adequately contained, packaged and labeled and conform to the promises and affirmations of fact made on the container and label. THERE ARE NO EXPRESS WARRANTIES TO THE INITIAL USER, DISTRIBUTOR OR ANY THIRD PARTY OTHER THAN THOSE SPECIFIED HEREIN. NO WARRANTIES BY UNION CARBIDE (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING .BUT NOT LIMITED TO WARRANTY OF MERCHANTA BILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. (b) Distributor's or initial user's receipt of any Product delivered hereunder shall be an unqualified acceptance of, and a waiver by Distributor or initial user of any and all claims with respect to such Product, unless Distributor gives Union Carbide written notice of any claim within thirty (30) days after receipt of such Product or unless initial user gives notice of any claim to Distributor within thirty (30) days after receipt of such Product. No claims against Union Carbide or its affiliated companies of any kind, whether as to Product delivered or for nondelivery of any Product, and whether or not based on negligence, shall be greater in amount than the purchase price of the Product in respect of which such claim-is made. Without limiting the generality of the foregoing, Union Carbide shall not be liable in any event for special, indirect or consequential damages, whether or not caused by or resulting from negligence. (c) Distributor agrees to incorporate in its terms of sale to its customers and to require its reseller customers to include or have included in the terms of sale to the initial user the applicable warranties and damage limitations set forth in paragraphs (a) and (b) of this Article. The warranty restrictions and damage limitations in paragraphs (a) and (b) hereof shall not, as between (but only as between) Union Carbide and Distributor, apply to any third party claim arising out of the sale or use of the Product if, Distributor (i) complies with the provisions of the first sen tence of this paragraph (a) in connection with the sale of the Product which is the subject of such third party claim, (ii) promptly notifies Union Carbide in writing of the occurrence of the ac cident or incident- giving rise to such third party claim and of the filing of each suit or action based thereon, (iii) fully cooperate with Union Carbide in the preparation of defenses to such third party claim, and (iv) does not in any manner settle or compromise such third party claim without the prior written approval of Union Carbide; provided, however, that in no event shall Union Carbide be liable for any third party claim arising out of the negligence of Distributor or its employees or repre sentatives or arising out of any act or omission-by Distributor which in any way modifies or expands the warranties and damage limitations coiitaiueu iu paragraphs (a) ana (b) hereof, including but not limited to giving any reseller or initial user any ad ditional or different oral or written warranty or representation. (d) Upon receipt of any notice of claim specified in para graph (b) hereof, Union Carbide will authorize the return of the Product and will replace with satisfactory Product or at its sole discretion credit the Distributor's account accordingly. If upon analysis by Union Carbide the returned Product does not meet its standard specifications, Union Carbide will credit the Distributor's ..account, for the transportation cost of returning the defective product and of shipping the satisfactory Product. Jl Should the result of this agreement lead to the occurrence and development of an unforseen and unacceptable hardship for cr.e or both partners] this be adapted, independ3:i-ci3r irom uhis ihe par Lies agree already now that PfS'Vfi bitTpv* shall have the possibility within the scope of a future cooperation with UC to produce UC' s products of asbes tos according to processes of UC and/or to produce products D/s4-vi oi asoesuos derived from DUGtJSi.'-. ' s own development at te^ms stipulated by both parties in mutual understanding. ': nUC hereby warrants full validity of patents no.^.^7/ in the scope represented by UC vis-a-vis DISJTJSi. UC (F/AC tr/WJl'xy save it harmless from any At claims that may be made by third -- j- A ,,411 pay all expenses and dam.a es or. a a miay be incurred by as a result of, o arising out of, or in any way connected with said claaiimms." ^ L'y*> '(CO, 60a I4? Ip: Relationship of Parties This Agreement does not create any employer-employee, agency, joint venture or partnership relationship between Union Carbide and Distributor. Distributor is not authorized or empowered to act as agent for Union Carbide for any purpose and shall not on behalf of Union Carbide either enter into any con tract, undertaking or agreement of any kind whatever* or make any promise, warranty or representation with respect to the Products other than such as may be published by Union Carbide in its advertising and sales promotion material. The status of the Distributor shall be that of an independent contractor only. Neither party shall be liable for its failure to perform hereunder (other than its failure to pay money) caused by circum stances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, accidents, labor disputes or shortages, government actions (including but not limited to prio rities, requisitions, allocations and price adjustment restric tions), inability to obtain material, equipment or transportation and any other similar or different occurrence. The party whose performance is prevented by any such occurrence shall have the right to omit during the period of such occurrence all or any portion of the quantity deliverable during such period, where upon the total quantity of Product deliverable under this Agree ment shall be reduced by the quantity so omitted. If, due to any such occurrence, Union Carbide is unable to supply the total de mands for Product specified in this Agreement, Union Carbide shall have the right to allocate its available supply among any or all purchasers as well as departments, divisions and subsidiaries of Union Carbide. f-f Duration and Termination (a) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until terminated on/ 7 - 3 / - 7 >__________________ ________ , er--o-n- any aimIyer sary~tha&eo-l-, by cither- par-ty giving to the other written notice of torraina-tien a-fe--leasT thrr-fey--(30) days--prior to the effective dat-e of-strctT~ (orrpinaHnn^ unloeo pqr~|-ipT f-o-ryni n-aU^v,4-a-3---l^x^.T prnvi^pH , The rights and obligations of the parties under this Agreement shall survive any termination of this Agreement with respect to all orders accepted and Products delivered hereunder prior to the effective date of such termination. As used herein, the term ''Contract Year" shall mean a -twelve-month period ending on /"X -- 3 / . , 197^ or' on any`anniversary thereof. (b) Union Carbide may terminate this Agreement at any time upon written notice to Distributor if (i) Distributor files a petition in bankruptcy, (i.i) Distributor makes a general assignment for the benefit of creditors, (iii) a receiver for Distributor is appointed, (iv) Distributor becomes insolvent, (v) any person who at the time of execution of this Agreement was participating substantially in the operation or ownership of Distributor dies, is incapacitated, removed, eliminated, resigns or withdraws for any reason from Distributor, or (vi) Distributor shall be guilty of a breach of any of the provisions of this Agreement and such breach has continued for ten (10) days after written notice of said breach from Union Carbide. Any termination of this Agree ment pursuant to this paragraph (b) shall be in addition to and shall not be exclusive of or prejudicial to any other rights or remedies at law ut iu equity which Union Carbide may have against j- ;lUu tOr; Cy t1 3 "Yfti Y\ I Wl W. Co / f OlXQ. n\o"t 18. As signment _ M Q Any assignment or modification of this Agreement by either party without the prior written consent of the other party shall be void. . Exclusion of Indemnity Each party to this Agreement has duly considered the inconveniences and losses that it will be likely to suffer upon the termination of this Agreement by the other party pursuant to Article hereof, as well as any gains or enrichment which might accrue to the party so terminating this Agreement. It is hereby expressly agreed that upon such termination by either party, the other party shall not be entitled to any indemnity or damages from the party so terminating this Agreement by reason of or growing out of such termination. TO. Execution and Interpretation (a) The provisions of this Agreement shall be construed, and the performance thereof governed, in accordance with the laws of the State of New York, United States of America. (b) No change in, addition to, or waiver of the terms or conditions hereof shall be binding upon either party unless approved in writing by an authorized representative, and no modi fication shall be effected by the acknowledgment or acceptance of release or purchase order forms containing other or different terms or conditions. (c) It shall be a sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the other party shall have heretofore in writing designated. The date of giving any such notice or other communication shall be -v-HT - the date on which such envelope was deposited as above provided. The. Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. (d) This Agreement supersedes as of the date hereof any existing agreement between the parties relating to the purchase and sale of or solicitation of orders for Products. (e) This paragraph and other headings of this Agreement are inserted only for convenience and in no way define, limit or describe the scope of intent of this Agreement nor affect its terms and conditions. Shipments to Sino-Soviet Bloc Countries The shipment by the Distributor of Products, technical information and know-how relating thereto and the immediate pro duct produced by the use of said technical information and know-how to the Sino-Soviet Bloc Countries or Southern Rhodesia (as herein after defined) shall be subject to the laws, rules orders and regulations of the United States of America applicable thereto. These regulations require as a precondition for the transfer by Union Carbide of unpublished technical information and know-how to the Distributor, that the Distributor agree to give such assur ances as the Office of Export Control may require, depending on the subject matter of the transferred technical information and know-how, that the Distributor will not reexport the transferred technical information and know-how or the Direct Product of the use hereof, to the Sino-Soviet Bloc Countries or Southern Rhodesia without the prior permission of the Office of Export Control, and the Distributor does hereby agree to give such assurances to Union Carbide as needed. At the request of the Distributor, Union Carbide will indicate whether the specific transferred technical information and know-how is subject to the assurance. As used in this article "Sino-Soviet Bloc Countries" shall mean any and all of the areas and countries in the country groups lisLeu hereinafter and such other areas and countries as may be added thereto or less such areas or countries as may be deleted therefrom during the term of this Agreement, pursuant to said laws, rules, orders and regulations: 1. Poland (including Danzig) Rumania 2. Albania Bulgaria Czechoslovakia ' East Germany (Soviet Zone of Germany and Soviet Sector of Berlin) Estonia Hungary Latvia Lithuania Outer Mongolia Union of Soviet Socialist Republics 3. China, including Manchurai (and excluding Taiwan. (Formosa) (includes Inner Mongolia; the Provinces of Tsinghai and S.ikand; Sinlciang; Tibet; the Former Kwantung Leased Territory, the Present Port Arthur Naval Base Area and Liaoning Province) North Korea Communist-controlled Area of Viet Nam Cuba 4. Southern Rhodesia IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. UNION CARBIDE CORPORATION By______ (* Tit-leA/ DEUTSCHE GOLD- UND SILBERSCHEIDEANSTALT VORMALS ROESSLER* By_______ (Title) kn\ 13/t ASCKSS'JLU /ul 7e<//;4yy ; Austria Belgium Denmark Federal Republic of Germany (including West Berlin) Finland France Greece Italy Luxembourg Netherlands Norway Portugal Spain Sweden Switzerland United Kingdom Sino.So^ 8/ TP ^ I . /s- . / (n) *7/1/3/7 8 -SCnELAdT; ~s ^gi>e<rrT: product5 : Calidria Asbeotc:; R-0 2-t'(- (Verdi to 1 A-23) Calidria Asbor. Lor; R-G lA-4 (Verdickur;30.-i!;tcl A-lA) trtr* A 5^5- vV --^ * <Vl+ \ 6 (T C. WY\ '<\\ hM,n>A ppfa kl. ( '--j i ~ t y - 7 7 , ooo ~ \ r -rc - u, cos ' yVi'cd-i> & lP'LjJ< &OOI CUVf>Zu L-Ci-'-LC.'.'-C-v'-C-y 7-JL--6!.Z VY) in) Hsi u-m. jfX-- / OAc +" Vivf. A, .> . ./y)\-J| /-'/i , ^ _-l 'Si- I! i'|//>U.>y ^Jp 0,000 ... /! - : jc>-\v / ^ /?7P. .//' `' r-ft v,"- .'i;:-. :t^.v s j /??3 - (7?) UNION CARBIDE COR.PCRATION CHEMICALS A PLASTICS OPERATIONS DIVISION 270 Park Avenue, Mew York, New York 10017 c CALIDRIA Asbestos Specifications Surface Area, BET m /g Bulk Density (uncompacted), ptt*i \/</+a/o J. L t .W.. c-lL..iS..J.. n) Mo i s tu r e , 7 Magnetite, % Polyester Viscosity, cps Sedimentation Volume, % g/1 A-28 50 + 10 50 + 20 'J \jn . aw j._i n . c <2 <0.3 34,000 + 400C >80 A-14 50 + 10 100 + 25 OJ * S jI. \oJ , s/ <2 <0.6 ---- 1000 10/1/70 I TENTATIVE PROCEDURES m R-C-2 `I h (A-2 3 ) ANID""n-gT'i7; < vi r I, 'Polyester Viscosity Equipment Stirrer - 1750 50 rpm, 5 cm diam. t propeller-type - 3 bladed. Viscometer - Brookfield LV, 6 rpm Cup ~ 00 ml, graduated disposable polypropylene Procedure . 1, Mix by hand 0 g. sample into 196 g. of the following homogeneous polyester mixture: . ^50 g. Rohm & Haas P-- h3 resin 50 g, Styrene monomer (or a similar nix providing a viscosity of 550 i 50 cps at 2pi 2C) II. U 2, Stir 10 minutes with the propeller stirrer 3, Allov; stirred mixture to stand one hour :at 25 ~ 2C and pour slov.'ly into a clean cup, Read viscosity at 6 rprn after made 6 revolutions (Use No, 4 spindle for R-C-27!'I spindle for R-Gl^l) spindle and No. has 2 Stirrer - Same as I Lab pH meter and glass electrode. Procedure 1, Mix *1.0 g, sample into 96 ml. distilled water with the pi'opeller stirrer for 5 minutes (pH of'the water should be at least 55). 2. Measure pH PJM 2/5/71 THIS AGREEMENT, made as- of the day of , 1971, between UNION CARBIDE CORPORATION (hereinafter called "Union Carbide"), a corporation organized and existing under the laws of the State of New York, United States of America, having an office at 270 Park Avenue, New York, New York 10017 U.S.A., and DEUTSCHE GOLD- UND SILBERSCHEIDEANSTALT VORMALS ROESSLER, (hereinafter called "Distributor"), a corporation organized and existing under the laws of Germany, having an office at 6 Frank furt am Main, Weissfrauenstrasse 9, Germany; WITNESSETH: 1. Appointment of Distributor (a) Union Carbide'hereby appoints Distributor and Distrib utor accepts appointment as a non-exclusive reseller in the countries listed in Exhibit A attached hereto and hereby made a part hereof (hereinafter called the "Territory"), of the asbestos products listed in Exhibit B attached hereto and hereby made a part hereof (hereinafter called the "Products"). The Distributor undertakes to exert its best efforts to sell as large a quantity as possible of the Products in the Territory. (b) Union Carbide reserves the right to appoint other non exclusive resellers of the Products in the Territory. Union Carbide shall have the right at any time by written notice to Distributor to make additions or deletions in the number of such Products and to make modifications in the specifications of each such Product set forth in Exhibit B. 2. Purchase and Resale of Products Union Carbide shall sell and Distributor shall purchase from Union Carbide, upon the terms and conditions herein set forth, Products in such quantities as Distributor shall need in its business as a distributor of Products but in no event less than ___________________ ($) in Products in any Contract Year during the term of this Agreement. Distributor shall exercise its best efforts to resell as large a quantity of the Products t> A n ' VI A A -* Hi *T* ^ U L) ^'VOLli.L'XU WLIW XCi. 1 X 3. Prices The purchase price for Products sold hereunder shall be as set forth in Exhibit B attached hereto and hereby made a part hereof, less the distributor discount set forth in Exhibit B. Said prices are subject to increase or decrease by Union Carbide on not less than fifteen (15) days prior written notice to Distributor. C. 4. Delivery (a) All Products purchased by Distributor hereunder shall be shipped in the minimum quantities specified in Exhibit B C.I.F. Antwerp, Belgium. On all shipments title shall pass f.o.b. Union Carbide's King City, California plant. 2 (b) Purchase orders specifying quantity, type of Product, date of delivery and shipping instructions shall be furnished by Distributor a reasonable time prior to each delivery requested hereunder. 5. Payment (a) Payment shall be due thirty (30) days after date of invoice, net open account. (b) Union Carbide reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the foregoing, all deliveries hereunder are subject to the condition that all indebtedness of Distributor to Union Carbide due before the date of shipment shall first be paid. 6. Labeling In the event that Union Carbide's labels on the Products shipped hereunder are not suitable or legal for use in the Terri tory, the Distributor hereby agrees to relabel the Products purchased by the Distributor so as to comply with any legal re quirements of any or all countries or areas in the Territory. The Distributor also agrees to label each container with a trans lation (in thelanguage of the countries or areas in which the 3 Products will be stored, handled or used) of any warnings and cautions the original labels may bear. Except as above provided, the Distributor shall not re package or relabel the Products without the prior written consent of Union Carbide if the Distributor's container or label bears Union Carbide s name or any of Union Carbide's trade marks. 7. Trade Marks Except as otherwise agreed in writing by the parties to this Agreement, Distributor covenants that during the term of this Agreement or after the expiration or termination thereof, Distributor will not incorporate under or otherwise make use of the name Union Carbide, any trade name or trade mark of Union Carbide for the Products sold hereunder, or any trade name or trade mark which, in the judgment of Union Carbide, is confusing ly similar thereto. Distributor shall have the right to resell the Products under Distributor's own trade name: "Verdickungsmittel." Upon mutually agreeable terms and conditions, the Pro ducts may be packaged at Union Carbide's King City, California plant in bags approved by Distributor. 8. Sales Literature Union Carbide will furnish Distributor on a no-charge basis reasonable quantities of catalogs regarding the Products and will also furnish, on a no-charge basis such available technical -4 - information and assistance relating to the application of the Products as it in its sole discretion deems appropriate for sales promotion of the Products. 9. Warranties (a) Union Carbide warrants to the Distributor and to the initial user that at the time of shipment each Product delivered hereunder will meet Union Carbide s applicable standard speci fications for such Product in effect at the time of shipment or such other specifications as have been expressly agreed upon with Distributor or initial user in writing. Union Carbide further warrants that such Product will be adequately contained, packaged and labeled and conform to the promises and affirmations of fact made on the container and label. THERE ARE NO EXPRESS WARRANTIES TO THE INITIAL USER, DISTRIBUTOR OR ANY THIRD PARTY OTHER THAN THOSE SPECIFIED HEREIN. NO WARRANTIES BY UNION CARBIDE (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTA BILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. (b) Distributor's or initial user's receipt of any Product delivered hereunder shall be an unqualified acceptance of, and a waiver by Distributor or initial user of any and all claims with 5 respect to such Product, unless Distributor gives Union Carbide written notice of any claim within thirty (30) days after receipt of such Product or unless initial user gives notice of any claim to Distributor within thirty (30) days after receipt of such Product. No claims against Union Carbide or its affiliated companies of any kind, whether as to Product delivered or for nondelivery of any Product, and whether or not based on negligence, shall be greater in amount than the purchase price of the Product in respect of which such claim is made. Without limiting the generality of the foregoing, Union Carbide shall not be liable in any event for special, indirect or consequential damages, whether or not caused by or resulting from negligence. (c) Distributor agrees to incorporate in its terms of sale to its customers and to require its reseller customers to include or have included in the terms of sale to the initial user the applicable warranties and damage limitations set forth in paragraphs (a) and (b) of this Article. The warranty restrictions and damage limitations in paragraphs (a) and (b) hereof shall not, as between (but only as between) Union Carbide and Distributor, apply to any third party claim arising out of the sale or use of the Product if, Distributor (i) complies with the provisions of the first sen tence of this paragraph (a) in connection with the sale of the Product which is the subject of such third party claim, (ii) promptly 6 notifies Union Carbide in writing of the occurrence of the ac cident or incident giving rise to such third party claim and of the filing of each suit or action based thereon, (iii) fully cooperate with Union Carbide in the preparation of defenses to such third party claim, and (iv) does not in any manner settle or compromise such third party claim without the prior written approval of Union Carbide; provided, however, that in no event shall Union Carbide be liable for any third party claim arising out of the negligence of Distributor or its employees or repre sentatives or arising out of any act or omission by Distributor which in any way modifies or expands the warranties and damage limitations joutaiueu in paragraphs (a) and (b) hereof, including but not limited to giving any reseller or initial user any ad ditional or different oral or written warranty or representation. (d) Upon receipt of any notice of claim specified in para graph (b) hereof, Union Carbide will authorize the return of the Product and will replace with satisfactory Product or at its sole discretion credit the Distributor's account accordingly. If upon analysis by Union Carbide the returned Product does not meet its standard specifications, Union Carbide will credit the Distributor's account for the transportation cost of returning the defective product and of shipping the satisfactory Product. 7 10. Relationship of Parties This Agreement does not create any employer-employee, agency, joint venture or partnership relationship between Union Carbide and Distributor. Distributor is not authorized or empowered to act as agent for Union Carbide for any purpose and shall not on behalf of Union Carbide either enter into any con tract, undertaking or agreement of any kind whatever or make any promise, warranty or representation with respect to the Products other than such as may be published by Union Carbide in its advertising and sales promotion material. The status of the Distributor shall be that of an independent contractor only. 11. Force Majeure Neither party shall be liable for its failure to perform hereunder (other than its failure to pay money) caused by circum stances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, accidents, labor disputes or shortages, government actions (including but not limited to prio rities, requisitions, allocations and price adjustment restric tions), inability to obtain material, equipment or transportation and any other similar or different occurrence. The party whose performance is prevented by any such occurrence shall have the right to omit during the period of* such occurrence all or any 8 portion of the quantity deliverable during such period, where upon the total quantity of Product deliverable under this Agree ment shall be reduced by the quantity so omitted. If, due to any such occurrence, Union Carbide is unable to supply the total de mands `for Product specified in this Agreement, Union Carbide.shall have the right to allocate its available supply among any or all purchasers as well as departments, divisions and subsidiaries of Union' Carbide. 12. Duration and Termination (a) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until terminated on , or on any anniversary thereof, by either party giving to the other written notice of termination at least thirty (30) days prior to the effective date of such termination, unless earlier terminated as herein provided. The rights and obligations of the parties under this Agreement shall survive any termination of this Agreement with respect to all orders accepted and Products delivered hereunder prior to the effective date of such termination. As used herein, the term "Contract Year" shall mean a twelve-month period ending on , 197.2 or on any anniversary thereof. (b) Union Carbide may terminate this Agreement at any time upon written notice to Distributor if (i) Distributor files a petition in bankruptcy, (ii) Distributor makes a general assignment - 9- for the benefit of creditors, (iii) a receiver for Distributor is appointed, (iv) Distributor becomes insolvent, (v) any person who at the time of execution of this Agreement was participating substantially in the operation or ownership of Distributor dies, is incapacitated, removed, eliminated, resigns or withdraws for any reason from Distributor, or (vi) Distributor shall be guilty of a breach of any of the provisions of this Agreement and such breach has continued for ten (10) days after written notice of said breach from Union Carbide. Any termination of this Agree ment pursuant to this paragraph (b)'shall be in addition to and shall not be exclusive of or prejudicial to any other rights or Lcuieuies cti. law or ia equity which Union Carbide may have against Dis tributor. 13. Assignment Any assignment or modification of this Agreement by either party without the prior written consent of the other party shall be void. ^* Exclusion of Indemnity Each party to this Agreement has duly considered the inconveniences and losses that it will be likely to suffer upon the termination of this Agreement by the other party pursuant to Article 12 hereof, as well as any gains or enrichment which might 10 - accrue to the party so terminating this Agreement. It is hereby expressly agreed that upon such termination by either party, the other party shall not be entitled to any indemnity or damages from the party so terminating this Agreement by reason of or growing out of such termination. 15. Execution and Interpretation (a) The provisions of this Agreement shall be construed, and the performance thereof governed, in accordance with the laws of the State of New York, United States of America. (b) No change in, addition to, or waiver of the terms or conditions hereof shall be binding upon either party unless approved in writing by an authorized representative, and no modi fication shall be effected by the acknowledgment or acceptance of release or purchase order forms containing other or different terms or conditions. (c) It shall be a sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the other party shall have heretofore in writing designated. The date of giving any such notice or other communication shall be 11 - the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. (d) This Agreement supersedes as of the date hereof any existing agreement between the parties relating to the purchase and sale of or solicitation of orders for Products. (e) This paragraph and other headings of this Agreement are inserted only for convenience and in no way define, limit or describe the scope of intent of this Agreement nor affect its terms and conditions. 16. Shipments to Sino-Soviet Bloc Countries The shipment by the Distributor of Products, technical information and know-how relating thereto and the immediate pro duct produced by the use of said technical information and know-ho\ to the Sino-Soviet Bloc Countries or Southern Rhodesia (as herein after defined) shall be subject to the laws, rules orders and regulations of the United States of America applicable thereto. These regulations require as a precondition for the transfer by Union Carbide of unpublished technical information and know-how to the Distributor, that the Distributor agree to give such assur ances as the Office of Export Control may require, depending on the subject matter of the transferred technical information and 12 know-how, that the Distributor will not reexport the transferred technical information and know-how or the Direct Product of the use hereof, to the Sino-Soviet Bloc Countries or Southern Rhodesia without the prior permission of the Office of Export Control, and the Distributor does hereby agree to give such assurances to Union Carbide as needed. At the request of the Distributor, Union Carbide will indicate whether the specific transferred technical information and know-how is subject to the assurance. As used in this article "Sino-Soviet Bloc Countries" shall mean any and all of the areas and countries in the country groups listed hereinafter and sucn other areas and countries as may be added thereto or less such areas or countries as may be deleted therefrom during the term of this Agreement, pursuant to said laws, rules, orders and regulations: 1. Poland (including Danzig) Rumania 2. Albania Bulgaria Czechoslovakia East Germany (Soviet Zone of Germany and Soviet Sector of Berlin) Estoria Hungary Latvia Lithuania Outer Mongolia Union of Soviet Socialist Republics 13 3. China, including Manchurai (and excluding Taiwan (Formosa) (includes Inner Mongolia; the Provinces of Tsinghai and Sikand; Sinkiang; Tibet; the Former Kwantung Leased Territory, the Present Port Arthur Naval Base Area and Liaoning Province) North Korea Communist-controlled Area of Viet Nam Cuba 4. Southern Rhodesia IN. WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. UNION CARBIDE CORPORATION By ___ ('T-.' ~N t J_ l~ * i _ ________ ______ DEUTSCHE GOLD- UND SILBERSCHEIDEANSTALT VORMALS ROESSLER By______ (Title)