Inventech / Kryptosima Provisional Agreement Page 1 -of 2
EXHIBIT 10.14
INVENTECH / KRYPTOSIMA PROVISIONAL AGREEMENT
1. Inventech will build and ship 50 units (proto build), no less than 15 per
week, starting February 6, 2004, contingent upon receipt of $5,000.00
advance by February 5, 2004.
2. Price for 50 units is $250.00 each, payable net 5 from invoice date; the
$5000 advance will be applied to the last payment.
3. Inventech will build and ship 650 to 1,000 units (1st pilot production
build) by March 31, 2004, contingent upon:
a. Receipt of $30,000.00 advance by February 6, 2004.
b. Completion of and timely payment for the proto build.
4. Price for 1st pilot production build units is $45.00 each; balance payable
net 30 from invoice date.
5. Build and ship the balance of the 2,000 units (2nd pilot production build)
by May 31, 2004, contingent upon:
a. Receipt of $30,000.00 advance by April 15, 2004.
b. Timely payment for the proto build and the 1st pilot production build.
6. Price for 2nd pilot production build is $45.00 each; balance payable net
30 from invoice date.
7. Inventech will put the full manufacturing information in escrow by March
1, 2004.
8. In the event that Inventech is dissolved, or does not intend or is not
able to build units for Kryptosima, a non-exclusive1, non-sub-licensable2
build license is given to Kryptosima provided that the following
conditions are satisfied (Inventech is open to talking to Citadel about
signing a contract giving them the rights to manufacture under similar
provisions):
a. Completion and timely payment for the 50-unit proto and 2,000-unit pilot
builds
b. Inventech will be paid an up-front amount of $50,000.00 to cover the
tooling costs as a condition to the release of the build information from
escrow; in the event that Inventech is dissolved, this amount will be paid
to its founders or their heirs or assigns.
c. Inventech will be paid a royalty of $6.00 per unit; in the event that
Inventech is dissolved, this amount will be paid to its founders or their
heirs or assigns. Kryptosima will allow the audit of its books to verify
Kryptosima's volume of manufacture. The royalty will be paid on volume
shipped every quarter, and will be due 30 days from the end of the
quarter.
d. This contract is not terminated prior to item 8 being invoked.
e. Kryptosima is in good standing, i.e. has paid all its dues to Inventech
(or in the event that Inventech is dissolved, to its founders or their
heirs or assigns ) in a timely manner.
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1 Meaning that Inventech can continue to use its own IP as part of this or other
products.
2 Meaning that Kryptosima cannot sell the IP to a 3rd party or use it for
derivative products but can only use it to manufacture Spinpad Home Debit Pads.
Inventech / Kryptosima Provisional Agreement Page 1 -of 2
9. In the event of item 8 taking effect, Inventech (or Xxxx and/or Xxxxxxxx, if
Inventech does not survive) will provide support at a reasonable hourly rate
to help get Kryptosima's manufacturing up and running. Kryptosima would be
responsible for maintaining the tools and the manufacturing infrastructure
for this product3.
10.This agreement gets automatically terminated if Kryptosima fails to pay any
of its dues to Inventech (or in the event that Inventech is dissolved, to its
founders or their heirs or assigns) in a timely manner.
11.Prices in this document are exclusive of applicable taxes and shipping
costs. Prices are FOB Atlanta, GA. Taxes will not be charged if Kryptosima
provides Inventech with their State Tax ID.
12.This new agreement cancels and supersedes all past agreements, written or
verbal.
13.This contract can be terminated or superseded by mutual agreement in
writing.
In witness whereof, and in acknowledgement of this agreement as of the date set
forth below, the undersigned, as the respective authorized corporate
representatives, have affixed their signatures below.
Inventech, Inc. Kryptosima LLC
________________________________ ________________________________
Xxxxxxxx Xxxxxx, President Xxxxx Xxxxxxx, President
________________________________ ________________________________
Date Date
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3 Meaning, for instance, if the injection mold breaks, Kryptosima would be
responsible for the repair cost if Kryptosima wants to continue building parts.
Inventech / Kryptosima Provisional Agreement Page 2 -of 2