EXHIBIT 4.5
[LOGO XXXX PALM CONSULTING] XXXX PALM CONSULTING
0000 Xxxxx Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000
--------------------------------------------------------------------------------
CONTRACT
This Contract, effective as of the date shown at the end of this document (the
"Effective Date") is entered into by and between XXXX PALM, referred to in this
document as the "Contractor", and NANOSIGNAL CORPORATION, INC., referred to in
this document as the "Customer".
Contractor is a private contractor residing in Colorado, USA.
Customer is a Publicly Traded Company with address at 0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000. Xxx Xxxxx XX 00000.
1. ENGAGEMENT: The Contractor agrees to act as a contractor, and the Customer
agrees to retain the services of Contractor to Customer, beginning on the
Effective Date, pursuant to the terms and conditions contained below.
During the term of this Contract, the Contractor shall provide consulting
services as detailed in Attachments A-D, Statements of Work. Change in
orders may be made and additional tasks may be added to the Statement of
Work during the Term of this Contract upon mutual agreement of the
Contractor and the Customer. In compensation for the services described in
the attached Statement of Work attachments, the Contractor shall be
compensated in the amount of 2 million NNOS free-trading shares.
2. TERM: The term of this Contract shall commence on the Effective Date and
shall terminate one year thereafter.
3. COMMERCIALLY REASONABLE EFFORTS: In rendering services pursuant to this
Contract, the Contractor agrees to devote its commercially reasonable
efforts to the performance of its duties and responsibilities under this
Contract. The Customer agrees to devote its commercially reasonable
efforts to support the activities of the Contractor in any reasonable
technical, administrative and commercial way to provide the Contractor
with documentation, statements and credentials available to Customer which
shall allow the Contractor to perform its duties and responsibilities
promised under this Contract.
4. INDEPENDENT CONTRACTOR: The Contractor's relationship with the Customer is
that of an independent contractor, and nothing in this Contract will be
construed to create a joint partnership, joint venture, or
employer-employee relationship. The Contractor is not an agent of Customer
and is not authorized to make any representation, contact, or commitment
on behalf of the Customer unless specifically requested or authorized to
do so in writing by the Customer. The Contractor will under no
circumstances perform duties not related to the work assigned explicitly
to the Contractor under this Contract. The Contractor acknowledges that
the Customer intends not to withhold any federal income tax, state income
tax, social security tax or state disability insurance tax from amounts to
be paid to the Contractor under this Contract. The Contractor further
acknowledges that the Customer will not pay any social security or federal
or state unemployment on the Contractor's behalf, and will not cover the
Contractor or any of its employees under any worker's compensation
insurance, unemployment insurance, retirement plan, health care plan,
disability or life insurance plan or any other benefit plan which the
Customer provides for its employees.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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5. PAYMENTS: For the services to be rendered under this Contract, the
Customer agrees to pay the Contractor as compensation for its services,
and the Contractor agrees to accept as full compensation amounts as per
the rates given in Attachment A. Payment under this Contract will be made
upon presentation and acceptance of an invoice emailed or faxed by the
Contractor every two weeks. The Customer will also reimburse the
Contractor for all reasonable travel and travel related expenses incurred
by the Contractor as a result of travel requested by Customer.
6. CONFIDENTIALITY: It may be necessary for the Customer or its Clients or
the Contractor during this Contract (the "Disclosing Party") to provide to
the Contractor or to the Customer (the "Receiving Party") with certain
confidential and proprietary techniques, inventions, methods, know-how,
drawings, marketing plans, and other information in written, oral, and/or
physical sample form ("Confidential Information").
6.1. CONFIDENTIAL INFORMATION: "Confidential Information" may be provided
in either written or oral form, but when disclosed orally shall be
treated as Confidential Information under the terms of this
Contract.
6.2. NONDISCLOSURE: The Receiving Party shall:
6.2.1. Treat all Confidential Information as strictly confidential;
6.2.2.Not disclose any Confidential Information to any other person
or entity without the prior written consent of the Disclosing
Party;
6.2.3.Protect the Confidential Information with at least the same
degree of care and confidentiality as it affords its own
confidential information, at all times exercising at least a
reasonable degree of care in such protection; and
6.2.4.Not use any Confidential Information in any manner except for
purposes of conducting business with the Disclosing Party, or
as otherwise agreed by the Disclosing Party in writing.
6.3. Notwithstanding the previous clauses, the Receiving Party may
disclose Confidential Information pursuant to an Order of a Court or
Governmental Agency as required by such Order, provided that the
Receiving Party shall first notify the Disclosing Party of such
Order and afford the Disclosing Party the opportunity to seek a
Protective Order relating to such disclosure.
6.4. The Receiving Party hereby agrees to notify the Disclosing Party
immediately if it learns of any use or disclosure of any Disclosing
Party Confidential Information in violation of the terms hereof.
6.5. Customer and Contractor each agree that disclosure of Confidential
Information of either Disclosing Party shall be limited by the
Receiving Party to employees of the Receiving Party having a
need-to-know, and that such employees shall execute and be bound by
an employee Contract requiring handling of Confidential Information
in accordance with the terms of this Contract.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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6.6. The Receiving Party shall observe all obligations hereunder with
respect to disclosures of Confidential Information for a period of
five (5) years after the particular Confidential Information was
received from the Disclosing Party.
7. TITLE AND PROPRIETARY RIGHTS. Notwithstanding the disclosure of any
Confidential Information by the Disclosing Party to the Receiving Party,
the Disclosing Party shall retain title thereto and to all intellectual
property and proprietary rights therein, and the Receiving Party will have
no rights, by license or otherwise, to use the Confidential Information
except as expressly provided herein. The Receiving Party shall not alter
or obliterate any trademark, trademark notice, copyright notice,
confidentiality notice or any notice of any other proprietary right of the
Disclosing Party on any copy of the Confidential Information, and shall
faithfully reproduce any such xxxx or notice on all copies of such
Confidential Information.
8. RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will promptly
return all tangible material embodying Confidential Information (in any
form and including, without limitation, all summaries, copies and excerpts
of Confidential Information) upon the earlier of (a) the completion or
termination of the dealings between the Disclosing Party and the Receiving
Party, and (b) the Disclosing Party's written request. The terms of this
Contract will survive termination hereof and the survival period of
Section 3 with respect to all tangible material embodying Confidential
Information.
9. OWNERSHIP OF INTELLECTUAL PROPERTY:
9.1. It is understood that certain Intellectual Property will be created
as a result of this Contract. The ownership of each Intellectual
Property item created under this Contract is described in Attachment
A. Intellectual property may include designs, documents, computer
code or other software or firmware, business methods, trademarks,
service marks, and other Intellectual Property items, as well as any
patents, trademark registrations, service xxxx registrations, or
copyrights that protect them, or trade secret rights.
9.2. The owner of each Intellectual Property item described in Attachment
A of this Contract and created under this Contract shall own and
have worldwide rights item, and shall have full right to use the
item in the application for which they were intended by virtue of
this Contract.
9.3. The Contractor shall own its own Intellectual Property and software,
whether created previously to, or outside of, this Contract. Should
the Customer or its Clients require or request the use of the
Contractor's own Intellectual Property or software for use with the
software, firmware and overall design of the deliverables pursuant
to this Contract, the Contractor agrees to license such Intellectual
Property under reasonable terms to the Customer or its Clients. When
requested by the Customer, the Contractor agrees, at a mutually
agreeable rate of compensation, to support the Customer in any acts
deemed necessary by the Customer to vest title in Intellectual
Property it takes title to under this Contract and to otherwise
protect the Customer's rights in the delivered work product and all
associated inventions, discoveries and improvements.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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10. NON-COMPETITION AND NON-SOLICITATION: During the Contract Term and for one
year thereafter, neither the Contractor nor the Customer shall induce or
solicit (directly or indirectly) any employee of the other party or its
clients to leave that party's employment nor engage (directly or
indirectly) the services of such employee (as an employee, consultant,
independent contractor or otherwise) without the prior written consent of
the party.
10.1. Neither party shall (directly or indirectly) solicit the other's
clients for purposes of providing services or software to such
client in competition with party presently engaged with the client.
10.2. Neither party shall (directly or indirectly) engage in direct
competition with other party during the Contract Term. If it is
determined that the Contractor and the Customer are in competition
for a particular client order, the later competitor shall agree to
withdraw itself from such competition.
10.3. The non-competition provisions of this Section 7 shall apply
worldwide.
11. INDEMNIFICATION: Each party shall defend, indemnify and hold harmless the
other party against any liability, demands, claims or actions arising from
the acts (or any failure to act) of the party hereunder and any breach by
the party of its obligations hereunder, including, but not limited to,
violation or infringement of any trademark, patent or copyright. Each
party shall indemnify and hold harmless the other party from any losses,
damages, claims, liabilities, and costs incurred by the party as a result
of (or in connection with) breach of this Contract by the party. This
Section shall survive the Contract Term.
12. PROPERTY RIGHTS: Each party agrees to deliver promptly all property
belonging to the other party or its clients' property and all copies of
the other party's property in its possession at any time upon that party's
request. Upon termination of this Contract for any reason, both parties
agrees to deliver promptly to the other party all such documents, whether
in written, graphical, or electromagnetic form, together with any other of
the other party's property then in its possession, except as the owning
may, by prior written approval, allow the other party to retain.
13. TERMINATION: This Contract may be terminated by either party at any time
upon seven (7) days written notice. In the event of termination of this
Contract, all provisions herein with respect to confidentiality,
ownership, non-solicitation and property rights shall remain in force.
14. NOTICES: All notices regarding this Contract shall be given in writing by
hand delivery, courier service, US Mail, email, or facsimile, addressed to
the signatories of this Contract at the respective addresses in the first
paragraph of this Contract, or at such addresses as may from time to time
be designated by either party to the other.
15. WAIVER: No failure by either party to exercise, and no delay in
exercising, any right conferred by this Contract shall act as a waiver
that right. No single or partial exercise of any right conferred by this
Contract by either party shall preclude any other or future exercise of
any right conferred by this Contract by that party.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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16. ASSIGNMENT: This Contract is not assignable by either party in whole or in
part without the written consent of the other party.
17. GOVERNING LAW: This Contract shall be construed and governed by the laws
of the State of California, USA. Any controversy or claim arising out of
or related to this Contract, or breach thereof, shall be settled by
either:
17.1. Arbitration, to be held in Santa Xxxxxxx County, California in
accordance with the rules of the American Arbitration Association,
with the decision of the arbiters shall be binding on the parties
thereto; or
17.2. Court proceedings, to be held in the Courts of Santa Xxxxxxx County,
CA
18. ATTORNEY'S FEES: In litigation, arbitration, or litigation to enforce
judgment of an arbiter's award, the prevailing party therein shall be
entitled to recover its reasonable attorney's fees and costs of litigation
or arbitration from the non-prevailing party, and in addition, ten percent
(10%) simple interest on all sums due, from the date they become due until
the date they are paid.
19. LIMITATIONS ON JUDGMENTS: In the event of Court action, exemplary,
punitive, and consequential awards shall be limited to $100 in total.
20. FORCE MAJEURE: Failure to perform by either party shall be excused if
caused by Force Majeure.
21. ENTIRE CONTRACT AND AMENDMENT: This Contract shall constitute the complete
and exclusive Contract between the parties respecting the subject matter.
This Contract may not be amended, terminated, or superseded except by
agreement in writing between the two parties. This Contract supersedes all
previous Contracts between Contractor and Customer, whether oral or
written, regarding subject matter hereof.
The parties agree to this Contract as of the date shown below.
CONTRACTOR: CUSTOMER:
XXXX PALM
-------------------------------------
/s/ Xxxxx Xxxxx
-------------------------------------
/s/ XXXX PALM Xxxxx Xxxxx
Chief Executive Officer
NanoSignal Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
XXX PALM -------------------------------------
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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STATEMENT OF WORK
CONTRACT ATTACHMENT A
This Attachment is incorporated into the Contract it references, between XXXX
PALM, referred to in this document as the "Contractor", and NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".
22. OVERALL DESCRIPTION OF THE PROJECT:
Nanosignal Corporation (formerly known as MicroSignal Corporation) has gone
through a name change, creating the need for the development of a complete new
corporate image, including corporate website, logo, busincess card and
letterhead. In addition to this, the corporation wants to have a more
interactive and visibly appealing means of communicating a compact message about
the company and it's technology advantages and investment opportunities. To
accomplish this, the contract will develop a Flash movie describing the company,
its technology and investment opportunity. Finally, the system requires the
provision of an Investor Relations system which will allow the company to
collect inquiries about the company, store them in a database and automatically
send follow ups to the inquiries.
This Statement of Work covers the development of the corporate website.
Subsequent SOW's will address the corporate package and the Flash demos.
23. PROJECT DETAILS:
23.1. The purpose of this project is the development of an HTML web site
with a Flash intro
23.2. Key measurement of success - viewer impact. Customer is seeking to
achieve stickiness to the site and increased visitor interest by
impactful Flash content.
23.3. Key measurement of success - investor participation in the website
project. It is required that the contractor prepare a minimum of 3,
preferably 5 complete websites to be reviewed by the investors of
the company. The investors in the company must be provided with a
means to review and provide feedback on each of the proposed
designs.
23.4. The contractor is required to provide up to 200 hours of revisions
and improvements on the site until the Customer accepts the results.
24. REPORTING:
24.1. Contractor shall provide a sufficient volume of communications
and/or deliveries to allow Customer to track the progress of the
Contract. Customer communications to Contractor that are of a
directive nature shall be provided in writing, including Email. Oral
communications may be used to supplement written directives or to
expedite their use.
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24.2. Customer agrees that, if the quantity of requested reports becomes
large enough to impact the delivery schedule, an adjustment of the
terms of the contract may become necessary.
25. PROJECT MANAGER: Each party shall designate a Project Manager, who shall
be the point of primary contact between the parties. Contractor designates
Xxxx Palm, and Customer designates L&L Consulting as defined by the
contractual agreement between L&L Consulting and NanoSignal Corporation
for development and design services.
26. VALIDITY: If this Statement of Work is part of a Contract Proposal, the
terms shall be valid for 15 days from the Proposal date.
27. STAFFING:
27.1. The staffing on this project will be determined by the Contractor
based upon determined need.
28. DELIVERABLES:
28.1. VOTING SYSTEM FOR WEBSITE
28.2. WEBSITE COMPLETED AND DEPLOYED
29. TENTATIVE SCHEDULE AND MILESTONES:
29.1. This is a time critical project. This project must be complete
within 2 weeks, maximum.
30. ACCEPTANCE TESTING: Basic functionality testing will be performed to
confirm proper functioning of all links. Automated test script can be
provided to the client if the site will be housed in an environment which
supports java applications.
31. OWNERSHIP OF INTELLECTUAL PROPERTY:
31.1. Customer shall own the Intellectual Property generated as a result
of this Contract.
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THIS STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
BETWEEN CUSTOMER AND SUPPLIER. IN THE EVENT OF ANY CONFLICT BETWEEN THE
WORDING OR INTERPRETATION OF THOSE TWO DOCUMENTS, THE WORDING OF THE
STATEMENT OF WORK SHALL BE GIVEN PRIORITY RATHER THAN THAT OF THE
CONTRACT.
The parties agree to this Statement of Work as of the date shown below.
CONTRACTOR: CUSTOMER:
XXXX PALM
-------------------------------------
/s/ Xxxxx Xxxxx
-------------------------------------
/s/ XXXX PALM Xxxxx Xxxxx
Chief Executive Officer
NanoSignal Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
XXX PALM -------------------------------------
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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STATEMENT OF WORK
CONTRACT ATTACHMENT B
This Attachment is incorporated into the Contract it references, between XXXX
PALM, referred to in this document as the "Contractor", and NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".
32. OVERALL DESCRIPTION OF THE PROJECT:
Nanosignal Corporation (formerly known as MicroSignal Corporation) has gone
through a name change, creating the need for the development of a complete new
corporate image, including corporate website, logo, busincess card and
letterhead. In addition to this, the corporation wants to have a more
interactive and visibly appealing means of communicating a compact message about
the company and it's technology advantages and investment opportunities. To
accomplish this, the contract will develop a Flash movie describing the company,
its technology and investment opportunity. Finally, the system requires the
provision of an Investor Relations system which will allow the company to
collect inquiries about the company, store them in a database and automatically
send follow ups to the inquiries.
This Statement of Work covers the development of the Investor Relations page for
the corporate website. Subsequent SOW's will address the corporate package and
the Flash demos.
33. PROJECT DETAILS:
33.1. The purpose of this project is the development of an investor
relations page on the corporate website.
33.2. Page must provide current PPS for the NNOS stock, with a delay of no
greater than 20 minutes
33.3. Page must provide all news officially published for the company
33.4. The page must provide links to all SEC filings for the company
33.5. The page must provide a general summary of the company.
34. REPORTING:
34.1. Contractor shall provide a sufficient volume of communications
and/or deliveries to allow Customer to track the progress of the
Contract. Customer communications to Contractor that are of a
directive nature shall be provided in writing, including Email. Oral
communications may be used to supplement written directives or to
expedite their use.
34.2. Customer agrees that, if the quantity of requested reports becomes
large enough to impact the delivery schedule, an adjustment of the
terms of the contract may become necessary.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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35. PROJECT MANAGER: Each party shall designate a Project Manager, who shall
be the point of primary contact between the parties. Contractor designates
Xxxx Palm, and Customer designates L&L Consulting as defined by the
contractual agreement between L&L Consulting and NanoSignal Corporation
for development and design services.
36. VALIDITY: If this Statement of Work is part of a Contract Proposal, the
terms shall be valid for 15 days from the Proposal date.
37. STAFFING:
37.1. The staffing on this project will be determined by the Contractor
based upon determined need.
38. DELIVERABLES:
38.1. INVESTOR RELATIONS PAGE ON CORPORATE SITE
38.2. HOSTING OF INVESTOR RELATIONS PAGE FOR 1 YEAR (12 MONTHS)
38.3. DATA FEED FOR INVESTOR RELATIONS PAGE FOR 1 YEAR (12 MONTHS)
39. TENTATIVE SCHEDULE AND MILESTONES:
39.1. This is a time critical project. This project must be complete
within 2 weeks, maximum.
40. ACCEPTANCE TESTING: Basic functionality testing will be performed to
confirm proper functioning of all links. Automated test script can be
provided to the client if the site will be housed in an environment which
supports java applications.
41. OWNERSHIP OF INTELLECTUAL PROPERTY:
41.1. Customer shall own the Intellectual Property generated as a result
of this Contract.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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THIS STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
BETWEEN CUSTOMER AND SUPPLIER. IN THE EVENT OF ANY CONFLICT BETWEEN THE
WORDING OR INTERPRETATION OF THOSE TWO DOCUMENTS, THE WORDING OF THE
STATEMENT OF WORK SHALL BE GIVEN PRIORITY RATHER THAN THAT OF THE
CONTRACT.
The parties agree to this Statement of Work as of the date shown below.
CONTRACTOR: CUSTOMER:
XXXX PALM
-------------------------------------
/s/ Xxxxx Xxxxx
-------------------------------------
/s/ XXXX PALM Xxxxx Xxxxx
Chief Executive Officer
NanoSignal Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
XXX PALM -------------------------------------
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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STATEMENT OF WORK
CONTRACT ATTACHMENT C
This Attachment is incorporated into the Contract it references, between XXXX
PALM, referred to in this document as the "Contractor", and NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".
42. OVERALL DESCRIPTION OF THE PROJECT:
Nanosignal Corporation (formerly known as MicroSignal Corporation) has gone
through a name change, creating the need for the development of a complete new
corporate image, including corporate website, logo, busincess card and
letterhead. In addition to this, the corporation wants to have a more
interactive and visibly appealing means of communicating a compact message about
the company and it's technology advantages and investment opportunities. To
accomplish this, the contract will develop a Flash movie describing the company,
its technology and investment opportunity. Finally, the system requires the
provision of an Investor Relations system which will allow the company to
collect inquiries about the company, store them in a database and automatically
send follow ups to the inquiries.
This Statement of Work covers the development of the Investor Relations System.
Subsequent SOW's will address the corporate package and the Flash demos.
43. PROJECT DETAILS:
43.1. System must allow for convenient integration with the corporate
website for inquiries
43.2. System must allow for convenient integration with the Flash demos
43.3. System must allow for capture of any user information needed
43.4. System must allow for storage of captured information organized into
categories providing convenient follow up at a later date
43.5. System must provide automated email response sending to the captured
contact information based upon the category that the contact is
dropped into. The system must allow for a pre-programmed series of
email messages to be sent to the contacts in the database.
43.6. System must allow for one time email blasts to all contacts in the
IR database.
43.7. System must provide for online WYSIWYG editing of the email
messages.
44. REPORTING:
44.1. Contractor shall provide a sufficient volume of communications
and/or deliveries to allow Customer to track the progress of the
Contract. Customer communications to Contractor that are of a
directive nature shall be provided in writing, including Email. Oral
communications may be used to supplement written directives or to
expedite their use.
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44.2. Customer agrees that, if the quantity of requested reports becomes
large enough to impact the delivery schedule, an adjustment of the
terms of the contract may become necessary.
45. PROJECT MANAGER: Each party shall designate a Project Manager, who shall
be the point of primary contact between the parties. Contractor designates
Xxxx Palm, and Customer designates L&L Consulting as defined by the
contractual agreement between L&L Consulting and NanoSignal Corporation
for development and design services.
46. VALIDITY: If this Statement of Work is part of a Contract Proposal, the
terms shall be valid for 15 days from the Proposal date.
47. STAFFING:
47.1. The staffing on this project will be determined by the Contractor
based upon determined need.
48. DELIVERABLES:
48.1. FULLY FUNCTIONAL SYSTEM AS DESCRIBED ABOVE
48.2. UP TO 10 LIVE TRAINING SESSIONS ON THE USE OF THE SYSTEM
48.3. HOSTING OF THE SYSTEM FOR ONE YEAR (12 MONTHS)
49. TENTATIVE SCHEDULE AND MILESTONES:
49.1. This is a time critical project. This project must be complete
within 2 months, maximum.
50. ACCEPTANCE TESTING: It is the customer's responsibility to complete
Acceptance Testing. The Contractor will provide 5 months of unlimited
support on the system for all bugs found. The contractor will also provide
up to 100 hours of additional programming, as needed, for features
determined to be needed at a later date.
51. OWNERSHIP OF INTELLECTUAL PROPERTY:
51.1. For the Investor Relations system, the Contractor will retain
ownership of the IP, since a majority of the system was developed by
the Contractor prior to this contract.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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THIS STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
BETWEEN CUSTOMER AND SUPPLIER. IN THE EVENT OF ANY CONFLICT BETWEEN THE
WORDING OR INTERPRETATION OF THOSE TWO DOCUMENTS, THE WORDING OF THE
STATEMENT OF WORK SHALL BE GIVEN PRIORITY RATHER THAN THAT OF THE
CONTRACT.
The parties agree to this Statement of Work as of the date shown below.
CONTRACTOR: CUSTOMER:
XXXX PALM
-------------------------------------
/s/ Xxxxx Xxxxx
-------------------------------------
/s/ XXXX PALM Xxxxx Xxxxx
Chief Executive Officer
NanoSignal Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
XXX PALM -------------------------------------
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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STATEMENT OF WORK
CONTRACT ATTACHMENT D
This Attachment is incorporated into the Contract it references, between XXXX
PALM, referred to in this document as the "Contractor", and NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".
52. OVERALL DESCRIPTION OF THE PROJECT:
Nanosignal Corporation (formerly known as MicroSignal Corporation) has gone
through a name change, creating the need for the development of a complete new
corporate image, including corporate website, logo, busincess card and
letterhead. In addition to this, the corporation wants to have a more
interactive and visibly appealing means of communicating a compact message about
the company and it's technology advantages and investment opportunities. To
accomplish this, the contract will develop a Flash movie describing the company,
its technology and investment opportunity. Finally, the system requires the
provision of an Investor Relations system which will allow the company to
collect inquiries about the company, store them in a database and automatically
send follow ups to the inquiries.
This Statement of Work covers the development of the Flash Demos. Subsequent
SOW's will address the other components of this project.
53. PROJECT DETAILS:
53.1. Minimum of 3 professional quality Flash demos must be provided.
53.2. Flash demos must be less than 1mb in size
53.3. Flash demos must be high-impact and communicate an idea of high
technology
53.4. Flash demos must provide a unique approach to navigation within the
demo
53.5. Flash demos must provide the following sections : Images, Before &
After, The Math, Testimonies, Reasoning, Opportunity, Contact us
53.6. The contact us form must feed into the Investor Relations system.
54. REPORTING:
54.1. Contractor shall provide a sufficient volume of communications
and/or deliveries to allow Customer to track the progress of the
Contract. Customer communications to Contractor that are of a
directive nature shall be provided in writing, including Email. Oral
communications may be used to supplement written directives or to
expedite their use.
54.2. Customer agrees that, if the quantity of requested reports becomes
large enough to impact the delivery schedule, an adjustment of the
terms of the contract may become necessary.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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55. PROJECT MANAGER: Each party shall designate a Project Manager, who shall
be the point of primary contact between the parties. Contractor designates
Xxxx Palm, and Customer designates L&L Consulting as defined by the
contractual agreement between L&L Consulting and NanoSignal Corporation
for development and design services.
56. VALIDITY: If this Statement of Work is part of a Contract Proposal, the
terms shall be valid for 15 days from the Proposal date.
57. STAFFING:
57.1. The staffing on this project will be determined by the Contractor
based upon determined need.
58. DELIVERABLES:
58.1. THREE COMPLETED FLASH MOVIES
58.2. FLA AND SWF FILES PLUS ALL SOURCE SOUND AND IMAGE FILES
58.3. UP TO 100 HOURS OF ADDITIONAL SUPPORT AS NEEDED OVER ONE CALENDAR
YEAR.
59. TENTATIVE SCHEDULE AND MILESTONES:
59.1. This is a time critical project. This project must be complete
within 4 weeks, maximum.
60. ACCEPTANCE TESTING: It is the customer's responsibility to complete
Acceptance Testing. The Contractor will provide 5 months of unlimited
support on the system for all bugs found. The contractor will also provide
up to 100 hours of additional programming, as needed, for features
determined to be needed at a later date.
61. OWNERSHIP OF INTELLECTUAL PROPERTY:
61.1. Customer shall own the Intellectual Property generated as a result
of this Contract.
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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Xxxx Palm Consulting
THIS STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
BETWEEN CUSTOMER AND SUPPLIER. IN THE EVENT OF ANY CONFLICT BETWEEN THE
WORDING OR INTERPRETATION OF THOSE TWO DOCUMENTS, THE WORDING OF THE
STATEMENT OF WORK SHALL BE GIVEN PRIORITY RATHER THAN THAT OF THE CONTRACT.
The parties agree to this Statement of Work as of the date shown below.
CONTRACTOR: CUSTOMER:
XXXX PALM
-------------------------------------
/s/ Xxxxx Xxxxx
-------------------------------------
/s/ XXXX PALM Xxxxx Xxxxx
Chief Executive Officer
NanoSignal Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
XXX PALM -------------------------------------
000-000-0000 xxxx@xxxxxxxxxxx.xxx
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