EXHIBIT 10.31
MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (“Memorandum”) is made and entered into June 2, 2004 by and between
Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation, having a place of business at 17872 Cartwright
Road, Irvine, California 92614 USA (hereinafter referred to as “Quantum”) and Sumitomo Corporation, a Japanese company,
having a principal address at 8-11, Harumi 1-chome, Chuo-ku, Tokyo, 104-8610 Japan (hereinafter referred to as “Sumitomo”)
(each of Quantum and Sumitomo referred to herein as a “Party” and together as “Parties”).
WHEREAS, the Parties desire to continue discussions regarding the establishment of a long term business relationship (the
“Business Relationship”) wherein Quantum’s advanced composite hydrogen and compressed natural gas storage cylinders
(the “Cylinders”), natural gas and hydrogen refueling systems, hydrogen and alternative fuel systems and related componentry
(the “Systems”)(the Cylinders, Systems, and the engineering development from which they are derived shall herein collectively
be referred to as the “Products”) would be provided to Japanese companies and governmental agencies and their affiliates (the
“Customers”) except as specifically identified within Paragraph 1.2.7; and
WHEREAS, Quantum desires to commercialize the sales of the Products; and
WHEREAS, the Parties agree to grant to Sumitomo exclusive sales and distribution rights for the Products, so that
Sumitomo may interface directly with the Customers; and
WHEREAS, Sumitomo desires to market and sell the Products to the Customers and to provide regulatory compliance
certification support for the Products to be offered for sale in Japan; and
WHEREAS, in furtherance of the objectives referred to in this Memorandum, the Parties agree to exercise reasonable efforts to
negotiate and effectuate the Business Relationship to be documented by a further definitive written agreement (the
“Agreement”).
NOW THEREFORE