Exhibit 10.4
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this "memorandum") has been executed
by and between SiriCOMM, Inc. ("SiriCOMM"), a Delaware corporation whose
principal place of business is located in Joplin, MO, and Xxxx Xxxxxxxx
("Xxxxxxxx"), an individual. This memorandum shall be binding upon all parties
hereto until such time as the parties enter into a mutually agreeable definitive
and final agreement setting forth the terms hereof and such other terms or
provisions as the parties shall agree, at which time this memorandum shall then
and thereafter be null and void except, in each case as otherwise provided
herein.
WHEREAS, SiriCOMM is in the process developing software applications
and a broadband wireless network infrastructure for the commercial
transportation industry market that, when developed, will allow users to connect
to the SiriCOMM network through wireless transmission and receiving equipment
installed in strategic locations that will include, but not be limited to, truck
stops and weigh stations; and
WHEREAS, Xxxxxxxx has consulted and desires to continue to consult with
SiriCOMM in the development of its wireless network infrastructure, its software
applications, and certain other related products;
NOW THEREFORE, for and in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Xxxxxxxx will provide consulting services to SiriCOMM based
upon specific and mutually agreed upon projects. These
projects will be described in "Scope of Work" documents. The
scope of work for the first of these projects, the "Driver
Email System", is attached to this memorandum as "Attachment
A". Scopes of work for additional projects will be drafted by
joint effort of the parties for attachment to the definitive
agreement;
2. As the parties agree that time is of the essence, Xxxxxxxx
will immediately begin work on the Driver Email System. This
work will be commenced in anticipation of the final scope of
work, compensation schedule, and definitive agreement.
Xxxxxxxx accepts the risk that the final scope of work will
cause some of this work in anticipation to be omitted from the
final scope of work and associated compensation;
3. SiriCOMM will make its best efforts with its strategic
partner, Idling Solutions, LLC, to mitigate the Sprint
bandwidth expenses/obligations payable by Thorium Network
Services, Inc, a Missouri corporation wholly owned and
controlled by Xxxxxxxx. The nature of and final approval of
such mitigation will be at Thorium's sole discretion. To the
extent that such mitigation is successful, Xxxxxxxx will cause
Thorium to correspondingly forgive or modify SiriCOMM's
obligations under a separate "Internet Access Service
Agreement" between the SiriCOMM and Thoruim;
4. SiriCOMM will market the Thorium nationwide dial-up ISP
service through its value added reseller network using a "cost
of sales" xxxx up only; In the definitive agreement, SiriCOMM
will designate Thorium as it's exclusive provider of Internet
access services delivered through the local loop of the public
telephone network;
5. SiriCOMM will work with Xxxxxxxx to develop new collateral
projects/products to be sold through the SiriCOMM sales
channels. Potential collateral projects include trailer
tracking devices/software, dynamic CRM software, etc.;
6. As compensation for various services performed by Xxxxxxxx for
SiriCOMM in the past, SiriCOMM will issue to Xxxxxxxx,
concurrent with the signing of this memorandum, warrants to
purchase 150,000 shares of common stock. The warrants will
have a 3-year life and will be exercisable at a $3.40 per
share price and will be transferable;
7. Compensation for the consulting services described in (1) and
(2) above will be at a mutually agreed rate negotiated in
conjunction with the total scope of work under the definitive
agreement. Whatever the amount, the form of such compensation
shall be additional warrants to purchase common stock issued
each subsequent quarter following execution of the definitive
agreement. The quarterly warrants will have a 3-year life and
will be exercisable at the weighted average bid price for the
10 days prior to issue;
8. The term of the definitive agreement will be five years unless
terminated earlier by the parties under mutual agreement. In
addition, either party may terminate the agreement based upon
the other party's non-performance subject to a 30-day cure
period; and
9. The definitive agreement will contain standard and mutually
agreeable language covering: conflict resolution,
indemnifications, etc.
This memorandum of understanding shall have a term of one year, subject
to earlier termination (i) on the date the parties enter into a mutually
agreeable definitive and final agreement setting forth the terms hereof and such
other terms or provisions as the parties shall agree, at which time this
memorandum shall then and thereafter be null and void except, in each case as
otherwise provided herein, or (ii) in the event either party breaches the terms
hereof, then the failure of the breaching party to cure such breach within 30
days following notice of such breach by the non-breaching party.
WHEREAS, the parties have executed this memorandum as of __________,
2004.
Xxxx Xxxxxxxx SiriCOMM, Inc
/s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President
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