Exhibit 10.16
This Memorandum of Understanding ("MOU") confirms the intentions of Xxxxxxx
Corporation, headquartered at 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000-0000
("Xxxxxxx") and AdZone Research, Inc. headquartered at 0000-00 Xxxxxxx Xxxx.,
Xxx. 000, Xxxxxxxxx, XX 00000 ("AdZone") (together the "Parties") to collaborate
on the development and commercialization of technology related to steganographic
detection and cyber security. This MOU sets forth certain subjects that are
intended to facilitate and promote the collaboration effort.
1. Steganographic detection shall be defined as . . .
2. Cyber security shall be defined as . . .
3. The Parties agree to jointly market, on a non-exclusive basis, their
respective technologies as defined above. In particular, Xxxxxxx will
provide the integration layer that will permit the seamless operation of
multiple functionalities, including AdZone's NetGet(TM) steganographic
detection capability and Xxxxxxx'x cyber security capabilities. Xxxxxxx
will also be used to integrate either Knowledge Management capabilities of
their own design or those supplied by third parties. The Parties will
provide their respective services at terms and conditions to be negotiated
in the future.
2. The Parties agree that each Party shall be liable for its own costs and
expenses in connection with this MOU and in developing product plans,
business plans and any other such documents for this collaboration.
3. Neither Party shall make any press release or public announcement relating
to the terms and provisions of this MOU or release any other non-public
information relating to this MOU without the other Party's prior written
consent. The Confidential Disclosure Agreement, by and between the Parties,
dated December 9, 2002, shall govern the exchange of any confidential
information under this MOU and is incorporated herein by reference.
4. The Parties will jointly own all Intellectual Property developed jointly
under the MOU by Xxxxxxx and AdZone employees and/or consultants assigned
to the collaboration and which are within the scope of the collaboration
("Joint Foreground Intellectual Property"). Each Party will grant the other
a joint non-exclusive, royalty free license in the Joint Foreground
Intellectual Property and the Parties will share equally in any
consideration received from its or their exploitation of Joint Foreground
Intellectual Property. The Parties will agree in advance upon any
exploitation of Joint Foreground Intellectual Property. The Parties will
bear equally the costs associated with protection of each item of Joint
Foreground Intellectual Property. A Party that does not pay such costs
shall relinquish to the remaining Party, its share of the title to such
item of Joint Foreground Intellectual Property. Intellectual Property shall
mean innovations, inventions, computer software, and any resulting patent
applications, patents and copyrights in all countries.
5. AdZone will own all Intellectual Property developed under the MOU solely by
AdZone employees and/or consultants assigned to the collaboration and which
are within the scope of the collaboration ("AdZone Foreground Intellectual
Property"). AdZone will bear the costs associated with protection of AdZone
Foreground Intellectual Property.
6. Xxxxxxx will own all Intellectual Property developed under the MOU solely
by Xxxxxxx'x employees and/or consultants assigned to the collaboration and
which are within the scope of the collaboration ("Xxxxxxx Foreground
Intellectual Property"). Xxxxxxx will bear the costs associated with
protection of Xxxxxxx Foreground Intellectual Property.
7. For any program contracts that are won during the collaboration by the
Parties, the Parties will jointly agree to determine which Party will
perform which work and the consideration due to the Party performing that
portion of the work. Each Party will designate a liaison that will be
responsible for maintaining the relationship set forth in this MOU.
8. Neither of the Parties hereto nor any of their respective representatives
shall be construed to be the agent, employer, partner or representative of
the other. Neither Party will have an expressed or implied right of
authority to assume or create any obligation or other responsibility on
behalf of or in the name of the other Party without its express consent.
9. No licenses are granted or implied by either Party to the other Party in
any of its intellectual property under this MOU.
10. This MOU shall not be binding upon the Parties, their successors, assigns,
heirs and legal representatives, as the case may be. Neither Party hereto
may assign this MOU without the prior written consent of the other Party.
11. This MOU shall expire one year from the date of signing unless superseded
by fully-executed definitive agreements, including technical service
agreements and awards resulting from proposal submissions made during this
period or extended or terminated by written agreement of both Parties.
12. This MOU shall be governed by applicable New Jersey law, and jurisdiction
for any legal action regarding this MOU shall be in the state or federal
courts in New Jersey.
13. All disputes, except claims relating to patent scope, validity,
enforceability and infringement, arising hereunder which cannot be resolved
between the Parties shall be submitted to binding arbitration under the
rules then prevailing of the American Arbitration Association. Arbitration
shall be conducted in Delaware and each Party shall bear its own cost of
arbitration. This MOU shall be governed by the laws of the state of New
Jersey and the arbitrators shall apply such law without regard to the
principles of the conflict of laws. Decision of the arbitrators shall be
final and the Parties agree to entry of such decision as judgments in
courts of appropriate jurisdiction both in the U.S.A. and all other
countries. All disputes relating to patent matters shall be heard in a
court of competent jurisdiction in the country issuing the particular
patent unless the Parties agree otherwise at the time such a dispute
arises.
14. Notwithstanding any language contained herein or in this MOU to the
contrary, neither Party shall make a claim against, or be liable to, the
other Party or its affiliates or agents for any incidental, special,
indirect or consequential damages of any kind arising from this MOU, nor
for attorney's fees, loss of use, loss of market share, or lost profits,
however these are characterized.
15. This MOU is the entire agreement between AdZone and Xxxxxxx and supersedes
all previous agreements between the Parties. This MOU cannot be changed or
waived except by a written agreement signed by XxXxxx and Xxxxxxx.
Accepted and Agreed:
ADZONE RESEARCH, INC. XXXXXXX CORPORATION
By:______________________________ By:_________________________________
Title: __________________________ Title:______________________________
Date: ___________________________ Date:_______________________________
