Exhibit 10.1
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement") is made by and between
Telecommunication Products, Inc., a Colorado Corporation with Principal offices
located at 0000 Xxxxxxxx Xxxx, Xxxxx X, Xxxxxxx Xxxxx Xxxxxxxxxx 00000 ("TCPD")
and Multimedia Technologies, Inc. ("MMT"), a Delaware corporation with the
office located at Xxxxxxxxxxxx Xxx. 00-X-000, 000000 Xxxxx, Xxxxxxx.
This Agreement covers the purchase and license of consulting, development
and other services from MMT, pursuant to orders placed by TCPD and accepted by
MMT after the effective date of this Agreement.
This Agreement includes the following attachments, which are incorporated herein
by this reference:
Schedule 1 MMT Development and Programming Services
Schedule 2 Additional Services.
Any notice required or permitted under this Agreement will be in writing and
delivered to the address set forth below, or to such other notice address as the
other party has provided by written notice.
THIS AGREEMENT, INCLUDING THE ATTACHMENTS LISTED ABOVE, CONSTITUTES THE
COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES WITH REFERENCE TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR SALES PROPOSALS, NEGOTIATIONS,
AGREEMENTS AND OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF TCPD'S PURCHASE
ORDER (OR ANY OTHER PURCHASE OR SALES DOCUMENT) AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL. THIS AGREEMENT MAY BE MODIFIED,
REPLACED OR RESCINDED ONLY IN WRITING, AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.
Effective date of this Agreement: September 1, 2003
AGREED:
Multimedia Technologies, Inc. Telecommunication
Products, Inc.
Xxxxxxxxxxxx Xxx. 00-X-000 9171 Wilshire Blvd, Suite B
220000 Minsk, Belarus Xxxxxxx Xxxxx Xxxxxxxxxx
00000
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
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(Authorized Signature) (Authorized Signature)
____Igor Loginov, Director Xxxxxx Xxxxxxx, President
------------------------ and Chief Executive Officer
(Printed Name and Title ) (Printed Name and Title)
ATTACHMENT 1
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MMT DEVELOPMENT SERVICES
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1. DEFINITIONS
1.1. "TCPD VOD(s)" shall mean the so-called "Video-on-Demand" software
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for delivering and viewing movie files on the client's computer and also for
producing the Content, to be developed or serviced by MMT hereunder, as
identified in the appropriate Schedule(s).
1.2. "Development and Engineering Services" shall mean design, programming,
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engineering development, knowledgebase creation and set-up services as necessary
to modify existing MMT technology, trade secrets and know-how to produce the MMT
Software and other elements of the TCPD VOD, and/or any other consulting
services rendered hereunder as identified in the appropriate schedules
("Schedule(s)") attached hereto.
1.3. "MMT Software" shall mean all engineered computer program code and
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other results and proceeds of MMT's services hereunder, including the
engineering and development of Video on demand ("VOD") (also including tools to
produce the Content) that are delivered by MMT to TCPD pursuant to this
Agreement. Such MMT Software shall be provided in source code form unless the
parties mutually agree in writing to delivery of object code.
1.4. "Content" shall mean data, text, audio files, video files, graphics and
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other materials provided by TCPD or developed hereunder for use with the TCPD
VOD, but excluding the MMT Software.
2. SERVICES
2.1. Development Services. MMT shall render Development Services in
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accordance with the requirements set forth in Schedules attached hereto. Each
Schedule for new services shall be successively numbered (e.g., 1, 2, etc.).
Each schedule shall be executed by the parties and shall be subject to the terms
and conditions of this Agreement. MMT shall provide qualified and trained
personnel to render such services and shall use reasonable commercial efforts to
meet the delivery schedule set forth in the applicable Schedules. Any
additions, deletions or other changes to a Schedule shall be mutually agreed to
in writing in advance by both parties and shall be memorialized in a revised
Schedule pursuant to the procedure set forth in Section 2.6 below for Change
Orders. All services shall be performed at MMT's offices unless otherwise
agreed by the parties. In the event that services are performed at TCPD's
location, TCPD shall provide MMT at no charge with all necessary facilities and
equipment, including without limitation, computer time on TCPD's computers and
office space, sufficient to render the services contemplated hereunder. TCPD
shall deliver to MMT all Content selected by TCPD for incorporation into any
TCPD VOD in digitized format in accordance with the delivery schedule set forth
in the applicable Schedule(s). In the event that TCPD fails to deliver the
Content in accordance with the delivery schedule, the development schedule shall
be extended by the number of days that delivery of the Content was delayed,
unless MMT notifies TCPD that this extension will not rectify MMT's scheduling
interruption resulting from TCPD's delay and such delay may also result in
additional charges to TCPD. in which case the parties shall mutually agree upon
a new delivery schedule and fees with respect to the rendition of the
Development Services.
2.2. Acceptance of Deliverables. Within fifteen (15) days after the
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delivery to TCPD of any deliverable pursuant to any Schedule, TCPD shall provide
MMT with written notice of any failure of any deliverable to materially conform
to the functional specifications set forth in the in the applicable Schedule.
MMT and TCPD shall review the objections, and MMT will use commercially
reasonable efforts to correct any material nonconformities with the functional
specifications and provide TCPD with a revised deliverable within fifteen (15)
days. TCPD shall have deemed to have accepted the deliverable if MMT does not
receive written notice of TCPD's objections within said fifteen (15) day period.
2.3. Domain Name Registration Services. If domain name registration
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services are included in the Schedule, MMT shall use commercially reasonable
efforts to assist TCPD in registering an Internet domain name selected by TCPD.
TCPD will be solely responsible for all out-of-pocket costs and all legal
clearances regarding name selection and registration.
2.4. Maintenance Services. If TCPD desires to purchase maintenance
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services from MMT for the TCPD VOD, the parties shall execute the then current
MMT Maintenance Services Agreement and MMT shall render maintenance services
pursuant to the terms and conditions of such agreement.
2.5. Hosting Services. If TCPD desires to purchase hosting services
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from MMT for the TCPD VOD, the parties shall execute the then current MMT
Hosting Services Agreement, and MMT shall render hosting services pursuant to
the terms and conditions of such agreement.
2.6. Change Orders. If TCPD desires to make changes to an existing
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Schedule, the parties shall mutually agree upon an additional or revised
Schedule for each new Change Order. Each such Schedule shall be successively
numbered (e.g., 1.A, 1.B, etc.) and shall be executed by the parties. Any
revised Schedule(s) shall be subject to the terms and conditions of this
Agreement.
3. OWNERSHIP AND LICENSE RIGHTS
3.1. Property Rights and Ownership. The TCPD Technologie(s) and all
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other results and proceeds of MMT's services hereunder, shall consist of, and
shall operate in conjunction with, multiple elements of intellectual property,
including without limitation the MMT and VOD developed and engineered Software
and the TCPD Content. The parties' respective rights to such elements shall be
as set forth below. For purposes of this Agreement, the term "ownership" shall
refer to ownership of all intellectual property rights including, but not
limited to, all patent, copyright, trade secret and trademark rights, as
applicable, with respect to the subject intellectual property.
Intellectual Property Elements Ownership/Rights
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Computer programs in object and source code engineered and created for TCPD by
MMT and accepted and paid for by TCPD, as well as all commissioned engineering
and knowledgebase creation developed specifically for TCPD for use in connection
with this Agreement and paid for by TCPD, except algorithms formerly developed
by MMT and used in their products. TCPD has sole ownership of VOD software.
Commercially available third-party software which is incorporated into the MMT
Software. Third-parties may have ownership only if TCPD shall consent to any
all third-party software that TCPD may need to license at TCPD's own expense.
MMT Software and programming and engineering services developed by or for MMT in
connection with this Agreement for TCPD. TCPD has sole ownership of such VOD
Software. TCPD shall be granted a license to use the MMT Software as set forth
in Section 3.2.
MMT supplied material developed generally to support MMT products and/or service
offerings (e.g. httpd configuration). MMT has sole ownership of such
developed material. TCPD shall be granted an exclusive license to use the MMT
Software as set forth below.
3.2. License to TCPD. MMT grants TCPD an exclusive license to use the
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developed programming, engineering, knowledgebase creation and design of
software developed by MMT for the VOD Software on multiple computers in object
code version only to operate and display the TCPD VOD in order for end users to
access the TCPD VOD. The foregoing license shall constitute an exclusive license
to use the MMT and VOD Software on multiple computers in object code version for
any of TCPD's needs. TCPD may transfer the MMT or VOD Software to a different
computer so long as the Software is not retained on the prior computer on which
it was initially installed other than as a permitted backup copy. TCPD may
grant a sublicense to a third party that TCPD engages to host the TCPD VOD;
provided, that such third party agrees in writing to be bound by the license and
confidentiality restrictions set forth in this Agreement. MMT is prohibited
from duplicating and/or distributing any VOD Software without the prior written
consent of TCPD; provided, however that MMT may copy the VOD Software only as
needed for reasonable ordinary backup or disaster recovery procedures. MMT may
use the backup copies only if the installed copy is lost or destroyed or the
hardware on which the installed copy is installed becomes inoperable, provided
that the use of said backup copies is discontinued immediately when the original
hardware becomes operable.
3.3. Supporting Documents. Each party agrees to execute any additional
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documents deemed reasonably necessary to effect and evidence the other party's
rights with respect to the intellectual property elements set forth above.
3.4. No Reverse Engineering. All rights not expressly granted
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hereunder are reserved by MMT. Without limiting the foregoing, TCPD may not
reverse engineer, reverse assemble, decompile or otherwise attempt to derive the
source code from the MMT Software which is mutually agreed in writing by the
parties to deliver in object code form.
3.5. Proprietary Notices. All copies of the MMT Software and other MMT
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supplied materials used by TCPD shall contain copyright and other proprietary
notices in the same manner in which MMT incorporates such notices in the MMT
Software or in any other manner requested by MMT. TCPD agrees not to remove,
obscure or obliterate any copyright notice, trademark or other proprietary
rights notices placed by MMT on or in the MMT Software.
4. PAYMENT
4.1. Development Services. In consideration for the performance of the
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Development Services, TCPD shall pay to MMT the amounts set forth in the
applicable Schedule, on the payment dates set forth in such Schedule. In the
event that MMT renders services at TCPD's location, TCPD shall pay the
reasonable travel, living and related expenses for MMT personnel rendering
services at TCPD's location. All services hereunder shall be rendered on a
per-project basis; provided, however, that in the event that the parties agree
that any services hereunder will be rendered on a time and materials basis, all
work will be billed at MMT's standard hourly rates, which may be revised from
time to time by MMT, in its sole discretion, upon written notice to TCPD. For
time and materials billing, amounts set forth in the applicable Schedule
represent an estimate of the hours required to complete the work outlined in
such Schedule; in the event that actual hours incurred to complete the work
exceed those included in the estimate, MMT will notify TCPD, and additional
hours will be billed at MMT's standard hourly rates.
4.2. Maintenance Services. If the parties have entered into a MMT
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Maintenance Services Agreement, TCPD shall pay MMT the amounts set forth in said
Maintenance Services Agreement.
4.3. Hosting Services. If the parties have entered into a MMT Hosting
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Services Agreement, TCPD shall pay MMT the amounts set forth in said Hosting
Services Agreement.
4.4. Taxes. In addition to the fees due as specified above, TCPD
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shall pay any and all federal, state and local sales, use, value added, excise,
duty and any other taxes of any nature assessed upon or with respect to the
license granted hereunder, arising from this Agreement, except that taxes on
MMT's income shall be the sole responsibility of MMT.
4.5. Payments. All payments made pursuant to this Agreement shall be made in
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U.S. Dollars are due thirty (30) days from the date of invoice. Late payments
shall bear interest at one and one-half percent (1.5%) per month or the maximum
rate permitted by law, whichever is less.
5. LIMITED WARRANTY
5.1. Software Warranty. Subject to the limitations set forth in this
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Agreement, MMT warrants only to TCPD that the MMT Software furnished hereunder
when properly installed, properly used and unmodified by TCPD, will
substantially conform to the functional specifications set forth in the
applicable Schedule. MMT's warranty shall extend for a period of ninety (90)
days from the date that the final deliverables specified in each Schedule are
delivered to TCPD ("Warranty Period"). MMT's sole responsibility under this
Section 5.1 shall be to use reasonable commercial efforts to promptly correct
material errors, or at MMT's option, to refund TCPD's fees paid for the MMT
Software after deinstallation and return thereof. All warranty claims not made
in writing or not received by MMT within the Warranty Period shall be deemed
waived. MMT's warranty obligations are solely for the benefit of TCPD, who has
no authority to extend or transfer this warranty to any other person or entity.
5.2. MMT DOES NOT WARRANT THAT THE USE OF THE MMT SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE OR THAT THE SPECIFICATIONS WILL MEET TCPD'S
REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, MMT DOES NOT MAKE
ANY WARRANTY AS TO THE MMT SOFTWARE OR THE SERVICES PROVIDED HEREUNDER OR THE
RESULTS TO BE OBTAINED FROM USE OF THE MMT SOFTWARE. EXCEPT FOR THE EXPRESS
WARRANTIES SET FORTH ABOVE, THE MMT SOFTWARE IS USED AND THE SERVICES ARE
PROVIDED ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INTERNET OR USE OF
INFORMATION IN CONNECTION WITH THE SOFTWARE.
6. INTELLECTUAL PROPERTY INDEMNIFICATION
6.1. MMT.
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6.1.1. MMT shall have no liability for any claim of infringement based
on (i) use by TCPD of other than the current update of the MMT Software if the
infringement would have been avoided by uses of the current update; (ii)
modifications, adaptations or changes to the MMT Software not made by MMT; (iii)
the combination or use of the materials furnished hereunder with materials not
furnished by MMT if such infringement would have been avoided by use of the MMT
materials alone; or (iv) use or incorporation of Content or Modified Content.
In the event the MMT Software is held to, or MMT believes is likely to be held
to, infringe the intellectual property rights of a third party, MMT shall have
the right at its sole option and expense to (i) substitute or modify the MMT
Software so that it is non-infringing and qualitatively and functionally
equivalent to the MMT Software; (ii) obtain for TCPD a license to continue using
the MMT Software; or if neither (i) nor (ii) is commercially reasonable, MMT
shall have the right to terminate this Agreement immediately upon written notice
to TCPD, and MMT shall make payment to TCPD of an amount equal to the fees paid
for the MMT Software, pro-rated over a three (3) year period commencing on the
Effective Date. This Section 6.1 sets forth TCPD's sole and exclusive remedy and
MMT's sole liability for intellectual property infringement by MMT.
6.2. TCPD.
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6.2.1. TCPD hereby represents and warrants to MMT that (i) TCPD has
secured all necessary consents, permissions, clearances, authorizations and
waivers for the use of Content or Modified Content, including without
limitation, all text, pictures, audio, video, logos and copy contained in all
Content or Modified Content ; (ii) the use of Content as contemplated herein
shall not infringe the copyright, trademark or other intellectual property
rights of any party, or constitute defamation, invasion of privacy, or the
violation of any right of publicity or any other right of any party; and (iii)
TCPD has complied and shall comply with all legislation, rules and regulations
regarding Content.
6.2.2. TCPD shall indemnify and hold harmless MMT, its directors,
officers, parent company, and affiliates, from any and all liability, costs and
expenses (including attorney's fees) arising in connection with any third party
claim or action brought against MMT, or any of its directors, officers, parent
company, and affiliates, relating to Content or Modified Content, provided (i)
MMT notifies TCPD promptly in writing of such claim, (ii) TCPD has the sole
control of the defense and all related settlement negotiations, and (iii) MMT
provides TCPD with all reasonably necessary assistance, information and
authority to perform the foregoing at TCPD's expense.
7. LIMITATIONS ON LIABILITY
THE MAXIMUM LIABILITY OF MMT, ITS DIRECTORS, OFFICERS, PARENT COMPANY, AND,
AFFILIATES, TO TCPD FOR DAMAGES RELATING TO MMT'S FAILURE TO PERFORM SERVICES
HEREUNDER SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY TCPD TO
MMT WITH RESPECT TO SUCH SERVICES. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM
LIABILITY OF MMT, ITS DIRECTORS, OFFICERS, PARENT COMPANY, AND AFFILIATES, TO
TCPD FOR DAMAGES FOR ANY AND ALL OTHER CAUSES WHATSOEVER, AND TCPD'S MAXIMUM
REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR
OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY TCPD TO
MMT HEREUNDER. IN NO EVENT SHALL MMT, ITS DIRECTORS, OFFICERS, PARENT COMPANY,
AND AFFILIATES, LICENSORS, AND SUPPLIERS, BE LIABLE FOR ANY LOST DATA OR
CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING
TO THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER, EVEN IF MMT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
8. TERMS AND TERMINATION
8.1. Term. Subject to this Section 8, the term of this Agreement shall
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commence on the Effective Date and continue until terminated by either party
pursuant to Section 8.2 or 8.3 below.
8.2. Termination for Cause. This Agreement may be terminated by either
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party in the event of (i) any material default in, or material breach of, any of
the terms and conditions of this Agreement by the other party, which default
continues in effect after the defaulting party has been provided with written
notice of default and thirty (30) days to cure such default; (ii) the
commencement of a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to either party of its debts under
any bankruptcy, insolvency, or other similar law now or hereafter in effect,
that authorizes the reorganization or liquidation of such party or its debt or
the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property; (iii) either party's
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it;
or (iv) either party's making a general assignment for the benefit of creditors;
or either party's becoming insolvent; or either party taking any corporate
action to authorize any of the foregoing.
8.3. Termination for Convenience. This Agreement may be terminated by
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either party upon ninety (90) days' advance written notice.
8.4. Effect of Termination. If this Agreement is terminated by MMT
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under Section 8.2, while MMT is performing any Development Services for TCPD
hereunder, TCPD shall immediately pay MMT the total fees associated with such
incomplete project, as well as all amounts due and owing for any projects
already completed by MMT hereunder or for any third-party products or services
purchased by MMT in TCPD's behalf. If the Agreement is terminated under Section
8.3 while MMT is performing any Development Services or other services for TCPD
hereunder, TCPD shall pay MMT all fees due and owing up to the effective date of
such termination. The foregoing shall be without limitation to MMT's rights and
remedies under this Agreement.
8.5. Survival. Sections 3, 5, 7, 8, 9 and 10 shall survive any
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termination or expiration of this Agreement; provided, however, that if this
Agreement is terminated by MMT pursuant to Section 8.2 above, then Section 3.2
shall not survive.
9. CONFIDENTIALITY
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9.1. Confidential Information. Each party acknowledges that, in
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connection with the performance of this Agreement, it may receive certain
confidential or proprietary technical and business information and materials of
the other party ("Confidential Information").
9.2. Confidentiality. Each party hereby agrees: (i) to hold and
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maintain in strict confidence all Confidential Information of the other party
and not to disclose it to any third party; and (ii) not to use any Confidential
Information of the other party except as permitted by this Agreement or as may
be necessary to perform its obligations under this Agreement. Each party will
use at least the same degree of care to protect the other party's Confidential
Information as it uses to protect its own Confidential Information of like
importance, and in no event shall such degree of care be less than reasonable
care.
9.3. Exceptions. Notwithstanding the foregoing, the parties agree that
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Confidential Information will not include any information that: (i) is or
becomes generally known or is or becomes part of the public domain through no
fault of the other party, (ii) the first party authorizes to be disclosed; (iii)
is rightfully received by the other party from a third party without restriction
on disclosure and without breach of this Agreement; or (iv) is known to the
other party on the Effective Date from a source other than the first party, and
not subject to a confidentiality obligation.
9.4. Injunctive Relief. Each party acknowledges that any breach of the
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provisions of this Section 9 may cause irreparable harm and significant injury
to an extent that may be extremely difficult to ascertain. Accordingly, each
party agrees that the other party will have, in addition to any other rights or
remedies available to it at law or in equity, the right to seek injunctive
relief to enjoin any breach or violation of this Section 9.
10. GENERAL PROVISIONS
10.1. Force Majeure. In the event that either party is unable to
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perform any of its obligations under this Agreement or to enjoy any of its
benefits because of any event beyond the control of the affected party
including, but not limited to, natural disaster, acts of God, actions or decrees
of governmental bodies or failure of communication lines (a "Force Majeure
Event"), the party who has been so affected shall promptly give written notice
to the other party and shall use its best efforts to resume performance. Upon
receipt of such notice, all obligations under this Agreement shall be
immediately suspended for the duration of such Force Majeure Event.
10.2. Notice. All notices, demands, requests or other communications
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required or permitted under this Agreement will be deemed given when (i)
delivered personally; (ii) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iii) one (1) day
after deposit with a commercial overnight carrier, with written verification of
receipt.
10.3. Waiver. Waiver of any breach or failure to enforce any term of
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this Agreement shall not be deemed a waiver of any breach or right to enforce
which may thereafter occur. No waiver shall be valid against any party hereto
unless made in writing and signed by the party against whom enforcement of such
waiver is sought and then only to the extent expressly specified therein.
10.4. Severability. In the event any one or more of the provisions of
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this Agreement shall for any reason be held to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be unimpaired
and the parties will substitute a new enforceable provision of like economic
intent and effect.
10.5. Governing Law. This Agreement, the rights and obligations of the
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parties hereto, and any claims or disputes thereto, shall be governed by and
construed in accordance with the laws of the United States of America without
reference to conflict of law principles.
10.6. Assignment. Neither party shall have the right to assign this
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Agreement without the prior written consent of the other party; provided, that
either party shall have the right to assign this Agreement to any person or
entity that acquires or succeeds to all or substantially all of such party's
business or assets upon written notice to the other party.
10.7. Publicity. Within a time frame mutually agreed upon by the
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parties, the parties shall mutually agree on a joint press release announcing
the existence of this Agreement. Neither party will use the other party's name,
domain name, logo, trademark or service xxxx in advertising or publicity without
obtaining the other party's prior written consent; provided, however, that MMT
shall have the nonexclusive right and license to use TCPD's name and TCPD VOD
name, including the URL (Uniform Resource Locator) thereto, as a TCPD reference,
and as part of MMT's TCPD portfolio. MMT shall also have the right to display
its name and logo, as well as a link to the MMT site, on the TCPD VOD(s), and to
receive credit as the developer of the TCPD VOD(s), (collectively, the
"Credit"). Such Credit shall appear on the "home page" of the TCPD VOD(s) in a
position that provides reasonable and appropriate visibility to MMT in light of
industry standards and TCPD's requirements.
10.8. Additional Actions and Documents. Each of the parties hereto
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hereby agrees to take or cause to be taken such further actions, to execute,
deliver and file or cause to be executed, delivered and filed such further
documents, and will obtain such consents, as may be necessary or as may be
reasonably requested in order to fully effectuate the purposes, terms and
conditions of this Agreement.
10.9. Headings. Section headings contained in this Agreement are
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inserted for convenience or reference only, shall not be deemed to be a part of
this Agreement for any other purpose, and shall not in any way define or affect
the meaning, construction or scope of any of the provisions hereof.
10.10. Execution in Counterparts. This Agreement may be executed in
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several counterparts, each of which shall be deemed to be an original, and all
of which, when taken together, shall constitute one and the same instrument.
10.11. Independent Contractors. The relationship of the parties
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hereunder shall be that of independent contractors. Nothing herein shall be
construed to constitute a partnership between or joint venture of the parties,
nor shall either party be deemed the agent of the other or have the right to
bind the other in any way without the prior written consent of the other.
10.12. Jurisdiction. All disputes arising out of or relating to this
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Agreement shall be submitted to the non-exclusive jurisdiction of the courts in
the United States of America, and each party irrevocably consents to such
personal jurisdiction and waives all objections thereto.
"MMT" "TCPD"
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
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Xxxx Xxxxxxx Xxxxxx Xxxxxxx
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Printed Name Printed Name
Director President and Chief Executive
-------- Officer.
Title Title
Date Date
SCHEDULE 1
This Schedule describes MMT Development and Programming Services to be provided
by MMT to TCPD under this Professional Services Agreement dated as of September
1, 2003.
Description of Work:
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Development of prototype of coder/decoder family based on wavelet compression
technology for computer digital audio and video processing under MS Windows
operating system.
Requirements:
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1. Coder/decoder family includes codecs of two types - for Video-on-demand
("VOD codec") purpose and for use in videoconferencing system ("VConf codec").
Both types of codecs have to implement compression technology based on
processing of video frames with wavelet function.
2. Audio stream has to be compressed with the same or other technology and has
to be synchronized with video stream.
3. VOD codec will consist of two parts - function sets in different
executables to be developed. One set (coder) shall be implemented in transcoding
system that provides conversion from initial movie format into the internal
compressed format specific for the system being developed. File of this internal
format (extension is *.vod) has also to be encrypted (or has to include some
encrypted parts) with strong encryption algorithm using open key. This feature
will give copyright protection to video delivery system. Compressed movie file
will be decrypted in video player using private key of particular user. Video
player shall include the second part of VOD codec - decoder. To reproduce the
movie in video player window the decoder will decompress the decrypted stream
into virtual (that means it has no disk image) memory stream of AVI format. AVI
stream can be shown on the screen using MS Windows system functions. In the case
of VOD it is necessary to have several levels of losses (quality levels) and the
best quality should have no losses or small insignificant losses.
4. VConf codec shall consist of one DLL for both coder and decoder. In this
case significant losses are allowed. For this codec there also has to be a
possibility to adjust quality but it has to correspond to bandwidth of Internet
connection for particular video-audio stream. Medium level quality has to
correspond to connection of 128k bps. VConf codec DLL supposed to be ActiveX and
can be used as a filter of MS DirectShow graph. Another possible variant when
VConf codec DLL has COM wrapper for use as a DirectShow filter.
5. Basic functions for compression and decompression of video-audio stream are
things of developer's choice but supposing identical use of them in both VOD
codec and VConf codec. DirectShow calling and naming conventions also can be
helpful but not a must.
6. Due to high requirements of wavelet compression method to the speed of
calculations decoders of both types on maximum quality level have to provide
smooth full-screen playback of video-audio stream on Intel or AMD CPU of 600MHz
or higher. The same hardware requirements shall be applied to VConf coder
(produced stream has to be smooth and without any delay or distortion). Use of
multimedia extension instructions of both CPU is possible and desirable.
7. Software implementation of codecs of both types shall have useful set of
events. There also has to be stub functions for copyright control, streaming
information (quality of service evaluation) and testing.
8. Final form of codecs family implementation is
- VOD video player, Win32 executable with functions of decryption,
decompression and reproduction the movie on the screen,
- VOD transcoder, Win32 executable with functions of conversion from initial
movie format into compressed and encrypted format with no quality losses or
flexible level of losses,
- VConf codecs, Xxx00 XXX with functions of compression and decompression of
video and audio streams with flexible level of quality losses.
9. Video and audio stream from DVD system (MPEG2) assumed to be an initial
movie format.
Terms:
------
MMT shall finish all the work described in Schedule 1 not later than Six (6)
Months from the date of the agreement.
Payments:
---------
TCPD shall pay to MMT for the work described in Schedule 1 the amount of Two
hundred thousand (200'000) US dollars. MMT agrees to accept 4 million shares of
stock to guarantee payment of the development these shares shall be registered
in a form SB-2. Telecommunication Products, Inc. shall have the right to
exchange these shares for interim cash payments.
"MMT" "TCPD"
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------ ------------------
Xxxx Xxxxxxx Xxxxxx Xxxxxxx
-------------
Printed Name Printed Name
Director President and Chief Executive
-------- Officer.
Title Title
Date Date
SCHEDULE 2
This Schedule describes Additional Services to be provided by MMT to TCPD under
this Professional Services Agreement dated as of September 1, 2003.
Description of Work:
----------------------
Development of TCPD VOD subsystem to provide compiance with hotel video
satellite transmission.
Requirements:
-------------
VIDEO:
- Interface: NTSC composite baseband
- Vertical Resolution: 480 lines
- Horizontal Resolution: 368 pixels
- Compression Type: Discrete Cosine Transformation (DCT) with motion
compensation using proprietary CLI technology.
- Video Data Compression Rate: 1.71/1.95/4.36 Mbps
- Channel Data Rate: 2.93568/3.3/6.6 Mbps
AUDIO:
- Interface (Outputs): Stereo
- Compression Data Rate: Dolby TM digital audio at 200 Kbps/channel (nominal)
- Dynamic Range: 70dB
- Distortion: .3%@1kHz
- Frequency Response: +_3dB, 20Hz to 15 kHz
- Channel Separation: 40dB @ 1kHz
DATA(WITH OPTIONAL DEU):
- Interface: RS-232
- Serial Data: 1200,2400,4800,9600,19200 baud, 7 data bits, NULL excluded,
configured as 8 data bits, 1 stop bit, no parity
- Substitute for Audio* 400 Kbps (nominal)
- Substitue for Video* 0 to 4.36 Mbps (When video source is removed)
TRANSMISSION INTERFACE:
- Error Correction Any combination of 16 bit errors in a 1056-bit block
Terms:
------
Terms of the work described in Schedule 2 are subject of additional protocol.
Payments:
---------
Payment of the work described in Schedule 2 is a subject of additional protocol.
"MMT" "TCPD"
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------ ------------------
Xxxx Xxxxxxx Xxxxxx Xxxxxxx
-------------
Printed Name Printed Name
Director President and Chief Executive
-------- Officer.
Title Title
