Cooperation Agreement On Research And Development

Exhibit 10-A


COOPERATION AGREEMENT
ON RESEARCH AND DEVELOPMENT
AND TECHNICAL ASSISTANCE


NKK CORPORATION


AND


NATIONAL STEEL CORPORATION


MAY 25, 2000


COOPERATION AGREEMENT ON RESEARCH
---------------------------------
AND DEVELOPMENT AND TECHNICAL ASSISTANCE
----------------------------------------


THIS AGREEMENT is made this 25th day of May 2000 by and between NKK Corporation, a Japanese corporation, having its main office at 1-1-2, Marunouchi, Chiyoda-ku, Tokyo, Japan (hereinafter called "NKK") and National Steel Corporation, a Delaware corporation having its principal office at 4100 Edison Lakes Parkway Mishawaka, Indiana 46545-3440, USA (hereinafter called "NSC"). NKK and NSC are each hereinafter called the "Party" and both of them are called the "Parties".


RECITALS
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A. WHEREAS, both NKK and NSC have long experience in operating integrated
steelworks and have accumulated substantial technology and know-how in the
field; and


B. WHEREAS, NKK has been and is providing certain technical assistance,
business assistance, and consulting services to NSC regarding operation of
its steel works (i) through Transferred Employees pursuant to The Agreement
For The Transfer Of Employees dated May 1, 1995, between NKK and NSC, which
has been amended year by year thereafter (hereinafter called the
"Transferred Employee Agreement"), and (ii) pursuant to certain separate
arrangements arising from or related to the Technical Assistance Agreement
dated June 25, 1990, as amended by Amendment No. 1 effective July 29, 1998,
between NKK and NSC (hereinafter called the "Technical Assistance


Agreement" and, together with the Transferred Employee Agreement, called the
"Existing Agreements"); and


C. WHEREAS, each Party is desirous of enhancing and facilitating cooperation
with the other Party in the area of research and development by obtaining or
receiving certain technology owned or to be developed by the other Party
relating to certain steel products, by making use of certain research and
development facilities at the other Party and by engaging in joint research
and development projects, based on the mutual understanding that enhancing
said cooperation in the area of research and development serves the best
interests of each of them by enabling both Parties to achieve more rapid
product development, achieve improvement of product capabilities for
existing and new products, improve understanding of customer requirements in
this increasingly global marketplace, and facilitate engineer and researcher
development; and


D. WHEREAS, each Party is willing to make available such technical assistance,
consulting services, and other services to the other Party regarding certain
research and development on existing and future steel products and relevant
technology developed or to be developed by it, from time to time, to further
the mutual understanding set out in paragraph C above,


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NOW, THEREFORE, WITNESSETH THAT, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:


TERMS AND CONDITIONS


ARTICLE 1. Definitions
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For the purposes of this Agreement, the following terms shall have the following meanings:


1.1 "Confidential Information" means: (a) all Technical And Business
Information, whether oral or in writing or embodied in any other medium,
originated by or peculiarly within the knowledge of the disclosing Party,
which is not generally available to others and which, if disclosed in
writing, is marked "Confidential," and if disclosed orally or by other
means (such as plant tours, demonstrations, or disclosure of samples or
prototypes) is stated in writing by the disclosing Party to be Confidential
Information within fourteen (14) business days after such disclosure; and
(b) Technical and Business Information which contains, constitutes or
embodies Joint Technology which has been designated "Confidential" by the
Joint Research Board. Each Party shall be required to mark as
"Confidential" all Technical and Business Information which contains,
constitutes or embodies Joint Technology which has been so designated, but
any failure to so mark shall


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not excuse either Party from complying with the provisions of Article 9
with respect to such information.


1.2 "Joint Patent" shall mean a patent granted on a Joint Patent Application.


1.3 "Joint Patent Application" shall mean a patent application filed or
proposed to be filed by a Party which discloses or claims Joint Technology.


1.4 "Joint Research Board" means the group responsible for overseeing the
activities undertaken pursuant to this Agreement, consisting of three
representatives nominated by NSC who must be reasonably acceptable to NKK,
and three representatives nominated by NKK, who must be reasonably
acceptable to NSC. The initial members of the Joint Research Board shall
include the General Manager Technology, Planning and Coordination of NSC;
the General Manager -Manufacturing Technology of NSC; the General Manager,
Technical Collaboration, of NKK; the General Manager, Sheet Products
Research, of NKK; and the General Manager, Coated Products Research, of
NKK.


1.5 "Joint Research Plan" is a plan as described in paragraph 3.2 hereof.


1.6 "Joint Research Project" means a research and development project having a
defined scope in which both Parties jointly participate by contributing
personnel, research and development facilities, equipment, and/or other


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resources in order to develop Technology which is useful or potentially
useful to at least one of the Parties.


1.7 "Joint Technology" means all Technology which is jointly developed or to be
jointly developed by the Parties pursuant to this Agreement. Joint
Technology shall include any and all Joint Patents and Joint Patent
Applications.


1.8 NKK's "Exclusive Territory" means Japan, Korea, Mainland China, Taiwan,
Vietnam, Thailand, Malaysia, Singapore, Indonesia, Philippines, Australia
and New Zealand.


1.9 NSC's "Exclusive Territory" means the United States, Canada and Mexico.


1.10 "Proprietary Technology" means all Technology (other than Joint Technology)
which a Party owns, controls, or otherwise has the right to disclose and
license and which has not been publicly disclosed or otherwise become
generally available to others.


1.11 "Requesting Party" means the Party to this Agreement which, in the
particular instance, makes a request to receive Technical Assistance or
initiates a Joint Research Project.


1.12 "Responding Party" means the Party to this Agreement which, in the
particular instance, receives a request to provide Technical Assistance or
a request to participate in a Joint Research Project.


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1.13 "Statement Of Work" means a Statement Of Work as described in paragraph
3.1 or paragraph 3.2 hereof.


1.14 "Technical And Business Information" means all information of a technical
or business nature, including, without limitation, information relating to
inventions (whether or not patentable), developments, discoveries, ideas,
improvements, technical data, designs, formulas, specifications,
techniques, methods, processes, products, know-how, test procedures,
research plans, development plans, financial statements, methods of doing
business, and customer requirements, in any form whatsoever, including,
without limitation, charts, graphs, memoranda, summaries, prototypes,
samples, models, blueprints, technical drawings, specifications, oral
disclosures, manufacturing facilities, or equipment, and whether recorded
in written, electronic, or any other medium.


1.15 "Technical Assistance" means assistance, consultation, advice, guidance,
recommendation, and training given to the Requesting Party and/or its
personnel by the Responding Party and/or its personnel for the purpose of
improving or enhancing the Receiving Party's ability to develop,
manufacture, market, and/or sell products or any other purpose consistent
with the technological or business objectives of the Receiving Party.


1.16 "Technical Assistance Plan" means a plan as described in paragraph 3.1
hereof.


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1.17 "Technical Assistance Project" means a project having a defined scope in
which one Party provides Technical Assistance to the other Party in order
to meet certain technological or business goals of that Party.


1.18 "Technology" means all inventions (whether or not patentable),
developments, discoveries, ideas, improvements, technical data, designs,
formulas, specifications, techniques, methods, processes, products, know-
how, test procedures, and all intellectual property rights pertaining
thereto which now exist or which may exist in the future (under the laws of
any country), including patents, patent applications, patent rights, trade
secrets, utility models, copyrights, and trademarks.


ARTICLE 2. Prior Agreements
----------------


2.1 NSC and NKK acknowledge that they have entered into the Existing
Agreements, which agreements shall be construed and interpreted as entirely
distinct agreements from this Agreement and shall remain in full force and
effect and shall not be superseded by this Agreement. To the extent that
any Technical Assistance Project or Joint Research Project will involve a
dispatch of one or more NKK employees to NSC, or an acceptance of one or
more NSC employees by NKK, then the compensation to be paid by NSC to NKK
shall be determined in accordance with the Technical Assistance Agreement.
In addition, to the extent that any Technical Assistance Project or Joint
Research Project will involve a dispatch of one or more NSC employees to


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NKK, or an acceptance of one or more NKK employees by NSC, then the
compensation to be paid by NKK to NSC shall also be determined in
accordance with the Technical Assistance Agreement, modified to the extent
necessary to reverse the roles of NKK and NSC.


2.2 To the extent that any Technical Assistance Project or Joint Research
Project requires the dispatch of one or more employees by one Party to the
other Party's facilities, the Parties agree that such dispatch shall be for
a period not to exceed ninety (90) days consecutively or one hundred
eighty-two (182) days in any one calendar year for any individual employee,
unless a longer period is unanimously approved by the Joint Research Board.


2.3 In the event that employees of one Party are dispatched or transferred to
the other Party's facilities and such employees work on a Technical
Assistance Project or Joint Research Project during the time that they have
been so dispatched or transferred, then the confidentiality, ownership, and
rights to use Technology and Technical And Business Information which is
disclosed or developed by such employees in the course of their work on
such projects shall be determined in accordance with this Agreement or the
relevant Technical Assistance Plan or Joint Research Plan, without regard
to any conflicting provisions of the Existing Agreements. In particular,
such employees shall not be considered employees of the Party to whose
facilities they have been dispatched for purposes of determining the
ownership of such Technology and Technical And Business Information.


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ARTICLE 3. Technical Assistance and Research and Development Plans
-------------------------------------------------------


3.1 A Party wishing to receive Technical Assistance (the Requesting Party) from
the other Party (the Responding Party), other than pursuant to the Existing
Agreements, shall submit to the Joint Research Board in writing a proposed
Technical Assistance Plan, which shall include the following:


3.1.1 a Statement Of Work, which includes:


a. a detailed description of the work to be completed by the
Responding Party, including, where possible, a division of
the Technical Assistance Project into phases with a
detailed description of the work to be completed during
each phase;


b. an identification of the types of Technical And Business
Information to be disclosed to the Requesting Party during
the course of the Technical Assistance Project; and


c. a schedule for completion of the work, including, where
appropriate, a target date or time period for completion of
each phase of the Technical Assistance Project;


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3.1.2 a statement regarding the starting date and expected
duration of the Technical Assistance Project; and


3.1.3 a statement regarding whether any compensation (in addition
to that which is contemplated by paragraph 2.1) is to be
paid by the Requesting Party to the Responding Party, and
if so, the amount, or a method for determining the amount,
of such compensation.


3.2 A Party wishing to initiate a Joint Research Project (the Requesting Party)
with the other Party (the Responding Party) shall submit to the Joint
Research Board in writing a proposed Joint Research Plan, which shall
include the following:


3.2.1 a Statement Of Work, which includes:


a. a detailed description of the objectives of the Joint
Research Project, including, where possible, a set of
milestones and/or tasks to be accomplished during the
course of the Joint Research Project;


b. an identification of the types of Technical And Business
Information to be disclosed by each Party


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to the other Party during the course of the Joint Research
Project;


c. a schedule for completion of the Joint Research Project,
including, where appropriate, a target date or time period
for accomplishment of each milestone and/or task; and


d. a plan for carrying out the Joint Research Project,
including an assignment of primary responsibility to one of
the Parties for the accomplishment of each milestone and/or
task involved in the Joint Research Project;


3.2.2 a statement regarding the starting date and expected
duration of the Joint Research Project; and


3.2.3 a statement regarding whether any compensation (in addition
to that which is contemplated by paragraph 2.1) is to be
paid by the one Party to the other Party, and if so, the
amount, or a method for determining the amount, of such
compensation.


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3.3 Unless otherwise specified in the Technical Assistance Plan or Joint
Research Plan, a Requesting Party shall not be charged for any testing or
other similar activities conducted at the facilities of the Responding
Party, but shall be charged for any out-of-pocket expenses incurred by the
Responding Party for payments to any third party in connection with any
such testing or similar activities.


3.4 The compensation contemplated by paragraphs 2.1, 3.1.3 and 3.2.3 is not
intended to compensate either Party for the actual or potential market
value of any Technical And Business Information and/or Technology that is
disclosed or developed pursuant to a Technical Assistance Plan or Joint
Research Plan. Compensation for the use of such Technical And Business
Information and/or Technology in commercial processes or products shall be
agreed upon by the Parties in advance of commercialization of such
Technology pursuant to paragraph 6.4 hereof.


3.5 Upon receipt of a proposed Technical Assistance Plan or a proposed Joint
Research Plan, the Joint Research Board shall use good faith efforts to
reach an agreement on the terms of the Technical ...