EXHIBIT 10.27
RADIO METRIX, INC.
MEMO
To: Xxxxx Xxxxx, SDR Metro, Inc. via: fax _________________
From: X. X. Xxxxxxx, President _________________
CC: SSD, file
Date: 8/28/00
Re: Consulting Agreement
Xxxxx,
Your continued involvement in the development of technologies attractive to
Radio Metrix, Inc. can only be positive. Because we believe this to be true we
have decided to accept your offer of consultation to Radio Metrix, Inc. Your
experience and creativity should be a productive addition to the R & D process.
This decision is important and will hopefully lead to a deeper involvement as
successful development projects follow.
Our legal department will (simultaneously with the execution of the patent
purchase agreement) prepare a consulting agreement, which will set forth our
mutual understanding. The following are some of the points to which we have
tentatively agreed:
1. All developments and inventions which are covered by or which
constitute a continuation, improvement, expansion or incorporation of
Patent No. 5,337,039 will be the exclusive property of Radio Metrix,
Inc. You will execute any assignments, reasonably requested by Radio
Metrix, Inc., to reflect its ownership.
2. As your availability permits, you will provide problem solving and
development engineering services to Radio Metrix, Inc., based on tasks
requested by Radio Metrix, Inc. which are intended to support the
ongoing R & D of the technology described in Paragraph 1 above. For
such tasks, you will be paid out-of-pocket expense reimbursements
immediately upon the submission of two working prototypes, complete
schematics and drawings, and a materials list of the task assigned
together with appropriate receipts. Any expense in excess of $500.00
will require pre-approval in writing from Radio Metrix, Inc. Approved
expenses will be limited to hardware, components, assembly materials
and other verifiable non-time, non-space and non-travel expenses
necessary to complete the tasks assigned by Radio Metrix, Inc. and
accepted by you. All products of such assigned tasks will be the
property of Radio Metrix, Inc.
3. Should you identify additional projects or tasks which are outside of
the material covered in Paragraph 1 hereof, and which are free to be
controlled by mutual confidentiality agreements between the
parties, you will submit same in detailed writing to Radio Metrix,
Inc. for concept review. Should Radio Metrix, Inc., upon completion of
review, accept the responsibility to fund "first stage" confidential
development of your concept, you will then be authorized in writing to
pursue the development and to submit prototypes exclusively to Radio
Metrix, Inc. for viability review. In such instances, upon the
submission of the prototypes, complete schematics and drawings,
material lists, and appropriate receipts, you will be reimbursed for
out-of-pocket expenses. Any out-of-pocket expense in excess of $500.00
will require advanced written approval. Should Radio Metrix, Inc.
determine, in the exercise of its discretion to proceed with ongoing
development or commercialization of the developments or inventions
developed under this Paragraph, the parties will execute a written
agreement setting forth ownership of the technology/invention, future
compensation if the technology is commercialized, and specific
authorization and funding/expense reimbursement agreements regarding
further stages of development.
EXHIBIT D
