EXHIBIT 10.22
MEMORANDUM OF UNDERSTANDING
BETWEEN TURBOWORX, INC.
AND NATIONAL SCIENTIFIC CORPORATION
This Memorandum of Understanding (MoU) is dated October 29, 2004 and is made
between TurboWorx, Inc. (TurboWorx), a Delaware Corporation, and National
Scientific Corporation (NSC), a U.S. Texas Public Corporation, together known as
the Parties
CONSIDERING,
that, TurboWorx, Inc. (TurboWorx), a Delaware Corporation located at 0
Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000, Phone 000-000-0000, Fax
000-000-0000, owns certain rights, title, and interest in and to
various technology products, patents and patent applications, and the
TurboWorx is interested in developing relationships with appropriate
technology firms that may bring direct commercial value and other value
to its stakeholders, and;
that National Scientific Corporation (NSC), a Texas Corporation located
at 00000 X. Xxxxxx Xx. Xxx 000, Xxxxxxxxxx, XX 00000, Phone
000-000-0000, Fax 000-000-0000, owns certain rights, title, and
interest in and to various semiconductor technology and other
technology products, patents and patent applications, and that NSC is
interested in developing relationships with appropriate technology
firms that may bring direct commercial value and other value to its
stakeholders, and;
that NSC is willing and able to enter into a relationship to whereby it
may improve the value of its technology solutions to prospective
customers and improve efficiencies of accessing these customers and
markets, and;
that TurboWorx is willing and able to enter into a relationship to
whereby it may improve the value of its technology solutions to
prospective customers, and improve efficiencies of accessing these
customers and markets.
THE PARTIES AGREE,
that National Scientific offers unique wireless and mobile devices and
sensors that can be used for a variety of cross-industry applications.
The technology has special relevance for national security and
government applications (law enforcement, immigration, indoor tracking
(in school buses, or buildings, etc.)). Such devices are increasingly
being linked to back-end systems to provide real-time decision-making
capabilities for mobile users (e.g. tracking potential criminals
stopped for traffic violations). However, successful
deployment of a robust tracking system requires that the tracking
devices seamlessly communicate to one or more applications that reside
on back-end servers where data can be rapidly analyzed and returned to
the mobile user, and;
that Workflow software from TurboWorx can integrate the back-end
applications while providing an integrated open interface to mobile
devices. Furthermore, the TurboWorx software can accelerate complex
analytic processing operations (e.g. finger print or retinal scan
analysis, unbounded pattern recognition, large scale database
searches). Additionally, the various systems that run these
applications are often heterogeneous in the sense that they embody
different hardware and operating environments. TurboWorx solutions are
specifically designed to facilitate linking such systems into a
coherent processing network for the purpose of solving a wide range of
"data-driven" computing problems. Combining both sets of capabilities
will create an unusually effective environment for On Demand or Sense
and Respond computing models, and;
finally, that many potential applications for the combined technologies
exist beyond the public sector. Target environments are characterized
by a need for real-time location-based data analysis. Examples include
travel, emergency healthcare, crew scheduling, baggage handling, and
hazardous materials tracking.
ORGANIZING PRINCIPLES FOR THE PROPOSED RELATIONSHIP,
NSC contribution to this relationship shall include:
1. Support and expertise in the development of technical
enhancements to be used to produce generations of
each other's products;
2. Testing of compatibility of NSC sensor and tracking
systems with TurboWorx workflow and computing
software;
3. Development of prototypes and demonstration systems
utilizing the technology of both firms, where
appropriate;
4. Joint sales activity within NSC's customer base with
TurboWorx staff where appropriate to develop customer
accounts using solutions from both companies' suite
of offerings;
5. Exploration of licensing of NSC and TurboWorx patents
and other intellectual property to customers and
business partners where appropriate, including but
not limited to TurboWorx workflow engine software,
such as TurboWorx Cluster Manager, and NSC tracking
devices as well as semiconductor technology such as
IBUS or TMOS;
6. Joint promotion of each other's technologies at trade
shows and with distribution partners.
TurboWorx contribution to this relationship shall include:
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1. Support and expertise in the development of technical
enhancements to be used to produce new generations of
each other's products;
2. Testing of compatibility of TurboWorx workflow and
computing software with NSC's sensor and tracking
systems;
3. Development of prototypes and demonstration systems
utilizing the technology of both firms, where
appropriate;
4. Joint sales activity within TurboWorx's customer base
with NSC staff, where appropriate, to develop
customer accounts using solutions from both
companies' suite of offerings;
5. Exploration of licensing of TurboWorx and NSC patents
and other intellectual property to customers and
business partners where appropriate, including but
not limited to TurboWorx workflow engine software,
such as TurboWorx Cluster Manager, and NSC tracking
devices as well as semiconductor technology such as
IBUS or TMOS;
6. Joint promotion of each other's technologies at trade
shows and with distribution partners.
The operation of this relationship shall be in accordance with these
principles:
1. Best practices and highest level of standards of
professionalism and ethics for like businesses in the
United States;
2. Compliance with governmental regulations and
mandates, including trade, labor, and environmental
mandates in the areas of operation;
3. Compliance with industry regulations and mandates,
including trade, labor, carrier, FCC, FDA and
environmental mandates in the area of operation;
4. Developments and investments made exclusively and
separately by either party before or during operation
of this relationship that are clearly independent of
this relationship shall be the property of that party
unless otherwise specified in writing;
5. No joint Intellectual Property (IP) will be developed
by the parties, unless otherwise agreed in writing at
the time of a separate joint development effort;
6. Any IP developed at the request of the other party
and paid for by the other party shall become the
property of the paying party;
7. New developments will follow technical best practices
for the area, including design rules of NSC and
TurboWorx;
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8. Two-year term for this relationship, with an
automatic one-year extension unless earlier
terminated by either party in writing;
9. NSC and TurboWorx design teams will hold talks to
review their respective enhancements to the product
on at least a quarterly basis during the term of this
relationship;
10. All sales between the parties will be in U.S.
Dollars, payment terms will be net 30 day;
11. If NSC or TurboWorx develop improvements to the
product, they agree to negotiate in good faith to
cross-license these improvements to each other. If
TurboWorx desires other special design services from
NSC, or vice versa, these will be paid for on an
hourly basis or pursuant to separate contract(s). The
party paying for the enhancement will have control
over the intellectual property of the enhancement,
unless otherwise agreed or otherwise cross-licensed;
12. The parties are independent contractors, and are
responsible for their own taxes, and are not forming
a partnership or joint venture through this MoU.
GIVEN
that the parties have begun more detailed discussions on this project,
and that the current and future state of these discussions will be
contained in the document entitled "Joint Technology Development and
Marketing Program," and that this MoU document, while not binding on
either party, will form the basis for additional discussions by the
parties on this matter, and
that there is a need to institute further technical, design and
strategic discussions between NSC and TurboWorx, including a thorough
due diligence of financial information and technology information by
each party of the other; and
that the parties will endeavor to reach a more detailed written legally
binding relationship as soon as is practical but in no case later than
December 31, 2004, and;
if and until such a detailed relationship is reached, none of the
parties are committed to any investments beyond a general planning and
feasibility dialogue, although the parties may move forward at their
own risk with market tests including sales proposals before the final
contract is executed, although such proposals will be non-binding on
the other party until a binding agreement between NSC and TurboWorx is
reached, and;
that the parties should be free to communicate with adequate notice of
the other party, to the appropriate government agencies, including the
SEC, or the media, the general nature of their alliance, in order to
help gain strong support for the growth of their respective
technologies and markets under this relationship.
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Done in Scottsdale, Arizona, October 29, 2004, by and between,
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Xxxx Xxxxx, for TurboWorx, Inc.
Chief Executive Officer
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Xxxxxxx Xxxxxxxx, for National Scientific Corporation
Chief Executive Officer
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