PLUG POWER INC
SERVICES AGREEMENT DTD MARCH 17,2000
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>9
<FILENAME>dex1051.txt
<DESCRIPTION>SERVICES AGREEMENT DTD MARCH 17,2000
<TEXT>
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                                                                   Exhibit 10.51

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 246-2 UNDER THE
SECURITIES EXCHANGE ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN
INDICATED WITH AN "*".

                               SERVICES AGREEMENT

     THIS SERVICES AGREEMENT (the "Agreement") made this 17 day of March, 2000,
between Plug Power Inc., a Delaware corporation, having its principal place of
business at 968 Albany-Shaker Road, Latham, New York 12110 (hereinafter "Plug
Power") and General Electric Company, a New York corporation, having offices at
1 River Road, Schenectady, New York 12345 (hereinafter "GE").

                                  WITNESSETH:

     WHEREAS, Plug Power desires to have GE perform, and GE desires to perform,
certain technical services and support as is more fully defined in the
Statement of Work attached hereto as Exhibit 3.

     NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree to this Agreement.

1.   Definitions.
     -----------

(a)  "Agreement" shall mean this agreement, and any subsequent agreement
     amendment executed in accordance with the Change Order Protocol attached
     hereto as Exhibit 1.

(b)  "Change Order" shall have the meaning ascribed thereto in Exhibit 1.

(c)  "Funding Schedule" shall have the meaning ascribed thereto in Exhibit 2.

(d)  "Statement of Work" shall mean the statement of the work to be performed by
     GE in connection with the Agreement, which statement is attached to this
     Agreement as Exhibit 3.

2.   Change Orders; Additional Services and/or Funding.
     -------------------------------------------------

(a)  The Statement of Work and/or Funding Schedule may be modified or altered
     prior to completion only with a Change Order executed in accordance with
     the Change Order Protocol attached hereto as Exhibit 1.

(b)  In addition to any such additional services and/or funding effected by any
     such Change Order, GE shall, if and to the extent requested by Plug Power
     and upon mutual agreement by the parties, provide training and technical
     support services in respect of any deliverables produced by GE for, or
     delivered by GE to, Plug Power pursuant to this Agreement.

(c)  The standard terms and conditions attached hereto as Exhibit 4 shall apply
     to any

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     services performed by GE pursuant to this Agreement.

3.   Confidential Information.
     ------------------------

(a)  As used herein, the term "Confidential Information" of a party shall mean
any information or intellectual property of a party, whether presented in
writing or in any other tangible medium or presented verbally, that is of a
secret, confidential or non-public nature including, but not limited to (i)
matters of a technical nature (including inventions, data, concepts, devices,
software and documentation, secret processes or machines, know-how and related
improvements thereon), (ii) matters of a business nature (such as information
about contracts, profits, product pricing, promotional methods, markets, sales,
product availability, customers, suppliers), (iii) plans for further
development, and (iv) other information or intellectual property proprietary to
the party and not generally available to the public. All Confidential
Information shall be clearly marked by the disclosing party as "Confidential"
or "Proprietary".

(b)  Each party shall treat as confidential all Confidential Information of the
other party, shall not use such Confidential Information other than as required
to carry out its duties and exercise its rights under this Agreement, and shall
not disclose such Confidential Information to any third party. Notwithstanding
the previous sentence, a party may disclose Confidential Information of the
other party to its employees, agents and subcontractors who require such
information in order for such party to carry out its duties and exercise its
rights under this Agreement; provided that such employee, agent or
                             --------
subcontractor has first entered into a confidentiality agreement containing
substantially the same obligations and restrictions as this Section 3. Without
limiting the foregoing, each of the parties shall use reasonable care to
prevent the disclosure or misuse of Confidential Information disclosed to it by
the other party under this Agreement.

(c)  Notwithstanding the above, neither party shall have liability to the other
with regard to any Confidential Information of the other which:

          (i)    was in the public domain at the time it was disclosed or has
                 entered the public domain through no fault of the receiver;

          (ii)   was known to the receiver, without restriction, at the time of
                 disclosure as shown by the files of the receiver in existence
                 at time of disclosure;

          (iii)  was independently developed by the receiver without any use of
                 the Confidential Information of the other party and by
                 employees, agents and subcontractors of the receiver who have
                 not had access to the Confidential Information of the other
                 party; or

          (iv)   is disclosed pursuant to the order or requirement of a court,
                 administrative agency or other governmental body, provided
                                                                   --------
                 that the receiver shall have

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                 provided prompt notice thereof to the discloser to enable the
                 discloser to seek a protective order or otherwise prevent
                 disclosure.

(d)  Plug Power's Confidential Information is and shall remain the property of
Plug Power, and shall only be used by GE for the limited purpose of rendering
services directly related to the Work. GE acknowledges that, by the disclosure
of its Confidential Information, Plug Power has not granted to it any express
or implied right to Plug Power's patents, copyrights, trademarks, trade secrets
or other Confidential Information for any other purpose whatsoever.

(e)  Within 10 days after the acceptance date with respect to, or the effective
date of cancellation of, any Agreement, GE shall return to Plug Power all of
Plug Power's Confidential Information then in tangible form and then held by it
or under its control and any part or portion thereof, including all copies or
other reproductions thereof.

4.        Intellectual Property Rights.
          ----------------------------

(a)       Definitions
          -----------

          1.  "Technical Information" means all technical information, know-
              how, manufacturing techniques, engineering and other data,
              drawings, material and process specifications, and other
              information, whether patented or unpatented, whether in written,
              oral or other form, relating to fuel cells.

          2.  "Patents" means all patents (including patents of importation,
              patents of confirmation, patents of improvement, patents and
              certificates of addition and utility model patents, as well as
              divisions, reissues, continuations, continuations-in-part,
              reexamination certificates, renewals and extensions of any of
              the foregoing) and applications therefor and patents which may
              issue on such applications, covering inventions with respect to
              which the first application for patent anywhere was filed prior
              to the date of expiration or any prior termination of this
              Agreement.

          3.  "Technology" means Technical Information and Patents.

          4.  "Background" means, with respect to Patents, Technical
              Information and Technology, that which a party has acquired or
              acquires outside of this Agreement.

          5.  "Foreground" means, with respect to Patents, Technical
              Information and Technology, that which is created pursuant to
              this Agreement.

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(b)       Ownership and Use Rights in Technology
          --------------------------------------

          1.  Each party shall retain ownership of its Background Technology,
              and neither party shall obtain, either directly, by implication,
              estoppel or otherwise, rights under any Background Technology of
              the other party except as explicitly set forth herein.

          2.  In the event an invention is conceived solely by employees of GE
              in the course of performance of tasks under this Agreement, such
              inventions and any resulting Foreground Technology shall be
              owned by GE. GE shall have the sole right to apply for such
              Foreground Patents resulting from any such inventions, which
              shall be at GE's sole expense and option.

          3.  Inventions conceived jointly by employees of both parties in the
              course of performance of tasks under this Agreement and any
              resulting Foreground Technology arising from such joint
              inventions shall be the joint property of GE and Plug Power and,
              except as limited by this Agreement, each shall be free to
              utilize the same and to license third parties of its own
              choosing thereunder without consultation with the other party,
              and without an accounting or sharing of licensing income thereby
              received, if any. The parties agree to select mutually
              acceptable patent attorneys to file and prosecute patent
              applications based on such joint patentable inventions and to
              share equally the cost of such services and expenses reasonably
              incurred by such attorneys, including the payment of patent
              maintenance fees, and without further compensation, to give such
              attorneys all reasonable assistance, to cause all necessary
              papers to be executed and do all things that may reasonably be
              required to obtain and maintain patents on such joint
              inventions. Each party shall be kept fully advised of the
              status of the prosecution of each such patent application and
              shall be consulted in advance with respect to the advisability
              of continuing said prosecution in the event of any final
              rejection, appeal, interference, or the like, and each party
              may, at any time by ten (10) days' notice to the other party,
              elect not to continue to pay its share of such services and
              expenses incurred after the date of said election with respect
              to any such patent or patent application; provided, however,
              that the party making such an election shall, at the time of so
              notifying the other party, immediately assign to the other party
              all rights to the patent or patent application with respect to
              which the election is being made. Neither party hereto shall be
              obligated to make any payments for or on account of proceedings
              before any court or any other tribunal or agency in connection
              with the maintenance or assertion of any patent based on joint
              inventions.

          4.  In the event an invention is conceived solely by employees of
              Plug Power in the course of performance of tasks under this
              Agreement, any resulting Foreground Technology shall be owned by
              Plug Power. Plug Power shall

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              have the sole right to apply for Foreground Patents resulting
              from any such inventions, which shall be at Plug Power's sole
              expense and option.

          5.  GE agrees to grant and hereby grants to Plug Power a royalty-free,
              irrevocable, world-wide license to make, have made, use, sell,
              offer for sale or otherwise dispose of fuel cells under the
              Foreground Technology described in Paragraphs 4(b)2 and 4(b)3.
              The foregoing grant consists of a right and license to use such
              Foreground Technical Information and a license under such
              Foreground Patents which cover the Technical Information.

                    (i)   In the case of fuel cell systems (i.e., fuel cell
                          stacks, fuel reformers, power electronic systems and
                          balance of plant (e.g., auxiliaries such as blowers,
                          fans, pipes)) employing proton exchange membrane
                          (PEM) technology (includes membranes that transport
                          protons, including polymer electrolyte membranes and
                          acid doped polymer membranes), and subject to
                          Paragraph 4(b)7, the license rights shall be
                          exclusive.

                    (ii)  In the case of fuel cells other than those employing
                          PEM technology, the license rights shall be non-
                          exclusive.

          6.  Prior to the parties mutually agreeing to start work in any
              specific area (the "Project"), GE agrees to notify Plug Power of
              any GE Background Technology administered by the GE Power
              Systems business ("GEPS") or GE Corporate Research and
              Development ("GE-CRD") where it appears to GE that the use or
              practice of the anticipated Project deliverables by Plug Power
              is likely to infringe such GE Background Technology, and such
              infringement cannot be reasonably avoided in the field of fuel
              cell systems employing PEM technology. Prior to the start of
              any Project, GE will either:

                    (i)   offer Plug Power a non-exclusive  license to use
                          such GE Background Technology as is necessary for
                          Plug Power to practice the Foreground Technology in
                          the field of fuel cell systems employing PEM
                          technology, such license to be under terms,
                          including compensation (if any), to be negotiated in
                          good faith; or

                    (ii)  negotiate with Plug Power to change the direction of
                          the Project so as to avoid infringement.

                    If GE fails to notify Plug Power of any relevant blocking GE
                    Background Technology administered by GEPS or GE-CRD, as
                    stated herein, then GE waives any future right to assert
                    such GEPS or GE-CRD administered Background Technology
                    against Plug Power in the field of fuel cell systems
                    employing PEM technology.

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          7.  The license grant set forth in Paragraph 4(b)5(i) hereof shall
              immediately become non-exclusive upon notice from GE:

                    (i)   in the event that Plug Power enters into a product
                          distribution and/or service relationship with the
                          following GE Power Systems' competitors: * provided,
                          however, that nothing herein shall prevent Plug Power
                          from using such competitors as product suppliers or
                          product manufacturers; or

                    (ii)  in the event Plug Power becomes a subject of any
                          voluntary or involuntary bankruptcy, settlement,
                          receivership, reorganization or other insolvency
                          proceedings, unless such proceedings are terminated
                          within six months from their original opening.

          8.  In the event that Plug Power desires to sell that portion of its
              business to which the license grants of Paragraph 4(b)5 relate
              or to sell a portfolio of assets that includes the license
              grants of Paragraph 4(b)5, Plug Power will provide GE with an
              exclusive 30-day negotiating period to purchase same and, after
              such 30-day period, Plug Power may not enter into such a
              transaction with any other party upon terms less favorable than
              those previously offered by GE.

(c)       Miscellaneous
          -------------

          1.  Nothing in this Agreement shall be construed as:

                    (i)   a warranty or representation by GE as to the validity
                          or scope of any GE Background or Foreground Patent;
                          or

                    (ii)  a warranty or representation that anything made,
                          used, sold or otherwise disposed of under any
                          license granted in this Agreement is or will be free
                          from infringement of patents of third parties; or

                    (iii) a requirement that GE shall file any patent
                          application, secure any patent or maintain any
                          patent in force; or

                    (iv)  an obligation to bring or prosecute actions or suits
                          against third parties for infringement.

          2.  GE makes no representations, extends no warranties of any kind,
              either express or implied, and assumes no responsibilities
              whatever with respect to the adequacy, accuracy, or utility of
              any Technical Information provided to Plug Power under this
              Agreement; and GE assumes no responsibilities whatever with
              respect to use by Plug Power or any third party of any Technical
              Information provided to Plug Power under this Agreement, or with
              respect to any use, sale or other disposition by Plug Power of
              any products incorporating or made by use of any (i) inventions
              licensed under this

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              Agreement, or (ii) Technical Information, if any, obtained by Plug
              Power under this Agreement

          3.  Plug Power agrees to indemnify, hold harmless and save from
              liability GE, including its officers, employees and agents from
              and against all claims, demands and actions arising out of or
              related to the commercial use by Plug Power of Technology
              licensed to Plug Power under Paragraphs 4(b)5 and 4(b)6 of this
              Agreement.

5.  Payment and Reporting Terms
    ---------------------------

    (a) The cost reimbursement for services to be rendered by GE shall not
    exceed $2,801,079 during the first six month period ending on June 31, 2000.
    Additional funding for the remainder of calendar year 2000 will be
    authorized on a quarterly basis prior to the beginning of third quarter by
    amendment to this Agreement in accordance with the Funding Schedule. In no
    event will the total funding for calendar year 2000 exceed $4,072,375 unless
    otherwise agreed to by the parties pursuant to the Change Order Protocol.

    (b) GE shall provide monthly reports to Plug Power of expenditures incurred
    under this Agreement. The monthly reports shall be provided within five
    working days following GE's monthly closing. Such monthly reports shall be
    broken down in accordance with the work task categories as set forth in the
    Statement of Work and shall include actual labor hour rates for each listed
    category (direct salary plus 45% for GE Power Systems, actual internal GE
    transfer rates for other GE divisions), plus actual expenditures without any
    markups for materials, supplies, travel, or other direct costs.

    (c) Invoices for actual expenditures incurred and paid shall be submitted to
    the Plug Power not more often than on a monthly basis. Payments shall be
    made within 30 days after receipt of invoice.

6.  Term and Termination.
    --------------------

    (a) This Agreement shall be effective as of the day and year first written
    above and shall continue in full force and effect until March 31, 2001,
    unless otherwise extended by mutual written agreement of the parties.

    (b) The provisions of Sections 3 and 4 of this Agreement shall survive any
    expiration or termination thereof.

    (b) Plug Power shall have the right to terminate this Agreement upon 15 days
    prior written notice to GE.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
the day and year first above written.

PLUG POWER INC.                       GENERAL ELECTRIC COMPANY

By:__________________________         By:_______________________

Title:_______________________         Title:_ Manager, New Products & Processes
                                              General Electric Company

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                                    Exhibit 1
                                    ---------

                              Change Order Protocol
                              ---------------------

1.        Plug Power may, upon mutual agreement of the parties, alter the
          description of the Work and Deliverables required by any Agreement
          on notice to GE (any such notice, a "Change Order").

2.        Upon receipt of a Change Order request, Plug Power shall prepare and
          submit the following to GE: revised Statement of Work, delivery
          schedule, and where appropriate, payment schedule. GE shall prepare
          and submit to Plug Power an estimate of the increased or decreased
          costs, and delays or time savings associated with the Change Order.

3.        If Plug Power then wishes GE to proceed with the Change Order, Plug
          Power shall prepare a revised Statement of Work and delivery
          schedule and any such payment schedule for execution by the parties.
          The revised Statement of Work shall become effective upon execution
          by the parties.

4.        Plug Power and GE shall exercise its best efforts to minimize
          increased costs and delays, if any, associated with a Change Order.

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                                    Exhibit 2
                                    ---------

                                Funding Schedule
                                ----------------

Work for calendar year 2000 in accordance with this Agreement will be
authorized on a quarterly basis prior to the beginning of each quarter. This
Funding Schedule specifies the funding planned to be authorized for each
quarter and the date by which funding will be authorized by Change Order
Protocol .

Quarter          Funding to be authorized         Target date for authorization
-------------------------------------------------------------------------------

1 (Jan-Mar)            $1,447,119                        N/A
2 (Apr-Jun)            $1,353,960                        March 17, 2000
3 (Jul-Sep)            $  776,460                        June 16, 2000
4 (Oct-Dec)            $  494,835                        September 15, 1999

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                                    Exhibit 3
                                    ---------

                                Statement of Work
                                -----------------

                                    Attached

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                                    Exhibit 4
                                    ---------

                          Standard Terms and Conditions
                          -----------------------------

                                    Attached

                                     Page 12

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