SATCON TECHNOLOGY CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2078702zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1

                       STRATEGIC COLLABORATION AGREEMENT
                                    BETWEEN
                          CHEVRON ENERGY SOLUTIONS, LP
                                      AND
                         SATCON TECHNOLOGY CORPORATION


Chevron Energy Solutions, LP ("CHEVRON ES"), 345 California Street, San
Francisco, CA 94104 and SatCon Technology Corporation ("SatCon"), 161 First
Street, Cambridge MA 02142 (together the "Parties") agree to this strategic
collaboration arrangement ("Collaboration Agreement") dated January 23, 2002.

WHEREAS the intent of this Collaboration Agreement is to set forth flexible
parameters for CHEVRON ES and SatCon to work together on power quality or power
generation solutions from time to time.

WHEREAS CHEVRON ES and SatCon have determined that each Party has particular
skills and offers certain services that, when combined with the other Party's
skills and services, can deliver greater value and enhanced solutions to certain
potential customers than each can individually. The goal of this Collaboration
Agreement is to set forth the basis by which the Parties may jointly pursue and
develop solutions that leverage the core competencies and value propositions of
both entities.

It is anticipated that the Parties will work together in the manner described
below:

1.   SatCon and CHEVRON ES will work together to build a case study or
     "hypothetical pilot" (hereinafter "case study") to test in-plant power
     quality or power generation concepts with the intention of using these
     concepts as the building blocks for developing an integrated, bundled
     in-plant power quality or power generation solution (which projects are
     referred to hereinafter as a "PQ/G Project" or "PQ/G Solution"). At the
     conclusion of the case study, the Parties may decide to jointly market the
     PQ/G Solution to those customers that they specifically agree upon.
     Furthermore, should the Parties pursue joint marketing efforts, the Parties
     shall mutually agree in writing to the scope and parameters of the joint
     marketing prior to the issuance of any press release, collateral material
     creation and distribution or any other marketing or media activities
     related to the Parties' joint activities under this Collaboration
     Agreement. The parties shall mutually agree in writing prior to the press
     release, collateral material creation and distribution or any other
     marketing or media activities related to the Parties' joint activities
     under this Collateral Agreement.

2.   Each Party also may pursue any customer and market, develop and implement
     energy-related projects of any kind independently and without the
     involvement or participation of the other Party, and each Party recognizes
     that the other Party


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     may have current or future projects and/or relationships that may not be
     subject to this Collaboration Agreement.

3.   Either party may also offer to the other any PQ/G Project it believes would
     be a suitable candidate for joint development and implementation under a
     definitive project-specific agreement ("Project Agreement"). The offering
     Party may designate such Project as "exclusive" such that, if the Parties
     fail to enter into a Project Agreement with respect to such Project, and
     provided the non-offering Party is not then in discussions with respect to
     the Project, the non-offering Party will not directly or indirectly solicit
     or enter into any arrangement to provide any services contemplated by this
     Collaboration Agreement to or for the benefit of such Project customer for
     a period of six months following the date on which the offering Party
     declares (i) its intention to withdraw the PQ/G Project from consideration
     for joint development and implementation, (ii) its intention to withdraw
     from this Collaboration Agreement, or (iii) that negotiations for a PQ/G
     Project Agreement have reached an impasse, whichever occurs earlier.

4.   The terms and conditions for the development and implementation of a PQ/G
     Project, and governing the relationship between the Parties, will be set
     forth in a Project Agreement to be negotiated between the Parties. The
     Project Agreement will address, among other matters, transaction structure,
     financing, the Parties' scope and participation, sharing and recovery of
     development costs incurred before (if any) and after execution of the
     Project Agreement, and compensation.

5.   Each Party shall be responsible for all of its costs incurred in connection
     with this Collaboration Agreement, including its pre-development and
     development costs incurred with respect to a solution as to which the
     Parties do not enter into a Project Agreement, unless the Parties agree
     otherwise.

6.   The Parties contemplate that CHEVRON ES and SatCon will participate in the
     "case study" in the following manner:

     o    Opportunity assessment and scope development

     o    Identification of solution engineering, building blocks and solution
          elements including but not limited to risk assessment, construction
          solutions, procurement, commissioning and interconnection

     o    Identification of communication and other software applications to
          support the solution

     o    Identification of project licensing/permitting requirements and other
          regulatory and legal issues

     o    Identification of operation and maintenance services

     o    Identification of measurement, monitoring and verification options

7.   The parties also contemplate that in addition to any assistance CHEVRON ES
     provides regarding the tasks set forth in paragraph 6 above, CHEVRON ES
     will also provide:


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     o    A specific case study or past example from which the hypothetical
          pilot will be developed

8.   If CHEVRON ES independently enters into a contract to implement a PQ/G
     Project, CHEVRON ES may provide SatCon the opportunity to be a
     subcontractor to CHEVRON ES to provide services within SatCon's
     capabilities. Should SatCon independently enter into a contract to
     implement a PQ/G Project, SatCon may provide CHEVRON ES the opportunity to
     be a subcontractor to SatCon to provide services within CHEVRON ES'
     capabilities. The Parties may enter into a preferred supplier agreement
     ("supplier agreement") in anticipation of providing these services.

9.   If the parties determine that it is in their best interest to execute a
     supplier agreement then CHEVRON ES may, at its discretion, cooperate in the
     marketing of SatCon's static and rotary UPS products and other products as
     the parties may agree. The non-exclusive supplier agreement shall provide
     CHEVRON ES with preferred pricing, delivery and access to SatCon's
     application engineering resources for UPS products in return for CHEVRON ES
     granting SatCon preferred supplier status for executed, mutually identified
     PQ/G solutions agreements. It is agreed that prior to the execution of the
     supplier agreement, both parties must mutually agree that they meet a
     threshold level of being competitive in their area of participation. The
     parties further agree that if they move forward with execution of the
     supplier agreement, that it is their intent to negotiate in good faith the
     terms of such agreement within six (6) months of the date of this
     Collaboration Agreement. However, if the agreement is not executed within
     that timeframe, the parties may continue negotiations or may determined not
     to go forward with such an agreement at that time.

10.  This Collaboration Agreement will commence immediately upon its execution
     by the Parties and will remain in effect one (1) year from the date of
     execution, unless terminated earlier by either party on written notice. On
     about June 30, 2002, the parties will review and assess the success of
     their activities under the Collaboration Agreement, and make any changes or
     modifications they deem appropriate, which may include restructuring or
     terminating the relationship.

11.  During the term of this Collaboration Agreement the Parties agree not to
     solicit directly or indirectly any employees of the other Party to
     terminate their employment.

12.  Under no circumstances will either Party be liable to the other for any
     claims, losses or damages of any kind or nature and under any theory of
     liability. Each party agrees to indemnify the other for any losses, claims,
     liabilities, or damages arising from or related to the indemnifying Party's
     activities described in this Collaboration Agreement except to the extent
     caused by the indemnified party's gross negligence or willful misconduct.


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13.  This Collaboration Agreement is subject to the Mutual Nondisclosure
     Agreement between SatCon and CHEVRON ES dated October 29, 2001.

14.  While the parties contemplate entering into one or more Project Agreements
     and other contracts, as described in this Collaboration Agreement, neither
     party is under any obligation to do so, nor shall either party have any
     liability to the other in the event no such Agreement or other contracts
     are agreed to. The terms of this Collaboration Agreement are not binding on
     the Parties and impose no obligations of any kind on either Party, except
     that Paragraphs 2, 5, 10, 11 and 12 shall be binding on the Parties in
     accordance with their terms.

15.  The parties may enter into further agreements to further the purpose of
     this Collaboration Agreement and agree to continue expedited discussions to
     resolve any issues that may arise under this Collaboration Agreement, which
     issues may include, without limitation, the following:

     o    Compensation

     o    Control of the customer relationship

     o    Relationship of each party to the other

     o    Identification of their respective roles on each PQ/G Project (e.g.,
          developer/project manager/general contractor)

     o    Cost recovery in the event a PQ/G Project fails to close

     o    Geographic scope

     o    Exclusivity

     o    Ownership or interest in intellectual property

     o    Term and termination

16.  This Collaboration Agreement does not change, amend or supercede any
     existing agreements between the Parties.

17.  The Parties agree to joint marketing and media activities as determined
     reasonably necessary by mutual consultation. Furthermore, the parties shall
     mutually agree in writing prior to the press release, collateral material


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     creation and distribution or any other marketing or media activities
     related to the Parties' joint activities under this Collaboration
     Agreement.



AGREED AND ACCEPTED BY:

SATCON TECHNOLOGY CORPORATION           CHEVRON ENERGY SOLUTIONS, LLC

BY: /s/ Michael C. Turmelle             BY: /s/ Jeffrey M. Jacobs
    ---------------------------             --------------------------
    (SIGNATURE)                             (SIGNATURE)

NAME: Michael C. Turmelle               NAME: Jeffrey M. Jacobs
      -------------------------             --------------------------

TITLE: Chief Operating Officer          TITLE: Senior Vice President
      -------------------------             --------------------------

DATE: 1/23/02                           DATE: 1/23/02


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