I apologize (because I’m a Canadian and we apologize a lot).
I thought I could look at the agreement on Wednesday, instead I spent the day on accounting issues and after supper I received a 76 page brief (by email) that I had to read and parse for court Thursday afternoon.
I mention this because I have to make sure you understand that I am not a lawyer but I do handle 90% of my own legal work. Over the course of 30 years I have saved significant money.
I only use lawyers when a document demands it, such as an agreement requiring independent legal advice.
I say all of this because I want to make sure that you understand that the confidence I have in interpreting the agreement is based on an education at the school of hard knocks. I’ve been on my own since I was 15 and my education tapped out at grade 11.
I do not speak unless I believe in what I am saying...so here goes:
Parsing of the contract:
If something isn’t addressed, it’s because it is not relevant to comment on, too much effort to type about and if you want to read it along with this, you’ll understand why.
First thing up to deal with is article 1 and the definitions. The definitions worthy of individual note are mentioned individually.
With regards to specific words, definitions are specific to the purpose of this contract:
Article 1
1.1 By definition, neither Eontec or Lugee Li are considered affiliates of LMQT.
LMT China and Meon Magnesium are affiliates of Li and Eontec
1.2 ‘BMG Products’ does not specifically mean LiquidMetal, it speaks to any BMG formulation.
1.5 A Discloser is a person handing over confidential information.
1.14 There is only a 5 year development agreement in place, ending March 10, 2021. (Don’t see renewal options yet, maybe they are later in the contract).
1.30 A ‘Recipient’ is a person receiving confidential information.
1.6 - 1.33 For the better part, the rest of the definitions serve to carve up a new world order for BMG.
For the purposes of this agreement, from March 10, 2016 therein, everything that LMT and it’s affiliates know or own (IP wise) is co-joined in the marketplace with everything that Eontec and its affiliates knows or owns (IP wise).
For the Purposes of this agreement, the world is now divided into three market places. 1/The marketplace that is exclusive to Eontec. 2/The marketplace that is exclusive to LMT. 3/ Anything left over is non-exclusive (IP wise).
For the purposes of this agreement, any Co-joined BMG business that happens in Eontecs exclusive marketplace is money in the bank for Eontec.
For the purposes of this agreement, any Co-joined BMG business that happens in LMT’s exclusive marketplace is money in the bank for LMT.
Enough said on Definitions.
Time for article 2. For the better part it is boiler plate, excepting 2.1, 2.2, 2.3 and 2.11.
2.1 By agreement, within its exclusive territory, Eontec is now the supreme leader of all things BMG. “If it is sold in my territory, then buddy, I wants me money.” (Popeye might say).
2.2 By agreement, within its exclusive territory, LMT is now the supreme leader of all things BMG.
2.3 This is as close to a *uck *ou clause as I found when I first scanned the agreement last year.
It says, with ink and paper a magical exclusion can be granted within an exclusive territory.
2.11.(a)(iii) Apple is herein granted supremacy in the magical land of CE wherein and when it so feels.
The rest is boilerplate.
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So, that’s as far as I’ve gotten. I’ll keep going when I have pockets of time.
But that’s it for now....except for my particularly UNICORN interpretation of facts that are currently at hand:
From all of the agreement that I’ve read so far (and there’s a lot more to go), if a BMG product gets sold in North America, then there better be either money in the bank, or a letter in the companies minute book granting an exemption.
Whereas they have gone to the extent of mentioning such a letter in the agreement, any such letter would be material information.
I don’t see anybody posting a letter wherein Eontec has been granted an exemption with regards to Tesla.
If such letter existed, it would be in plain sight.
What I see, is Eontec currently filling orders for LMT. Large orders being shipped from China to Tesla.
Money in the bank.
What I also see, when I look back through the LQMT’s quarterly revenue reports, is a story that closely resembles Tesla production.
What I also so see, when I look back at the history of shipments, was a ramp up of shipments from China that coincided with a ramp up of 4th quarter revenue.
What I see is a big oven being installed and more equipment to put it to use so that we can start filling our own (in territory) orders.
When Li needed 6 months so did Tesla.
Soooo...that’s how I see the world so far. That’s Article 1 and 2. But really, that’s probably the meat and potatoes of the agreement.
We ARE tied to Tesla.
If it’s in my territory, either show me the money, or show me the letter.
That’s my pro tem interpretation. Hope it’s in line with yours.
