AGREEMENT FOR
STRATEGIC ALLIANCE
Whereas EWA - Information and Infrastructure Technologies, Inc. (EWA -
IIT), a wholly owned subsidiary of Electronic Warfare Associates, Inc. and
Shield Defense Technologies, Inc., a wholly owned subsidiary of Universal
Guardian Holdings, Inc. (each being a "Party" and collectively the "Parties")
desire to collaborate in a Strategic Business Development and Sales Alliance for
the mutual benefit of both Parties for the marketing and sale of their
respective Security Products and Services worldwide.
Whereas the Parties wish to work together on the terms described below to
permit both Parties to sell and promote each other's products and services,
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, promises, and conditions set forth herein, the Parties hereto enter
this agreement, effective January 13, 2004 and agree as follows:
This Agreement consists of the following parts:
I General Terms
II New Business Development
III Sales Alliance
IV Division of Labor
I. GENERAL TERMS
A. Proprietary Data Transfer
1, Each Party shall provide as necessary the expertise related to security
products and services. Sample documentation, previous deliverables, summary of
contract experience, briefings, training materials, and other products will be
exchanged by both parties as required to fulfill the terms of this Agreement.
2, In connection with this Agreement, certain information, data, and
material of a proprietary nature, both technical and financial, including, but
not limited to that noted in paragraph 1 above may be transmitted from one Party
to the other. For purposes of this Agreement, any such information, data, and
material disclosed by one Party to the other, which is in writing and
appropriately marked as being proprietary, will be deemed to be proprietary
information of the disclosing Party, and the recipient Party agrees that it will
treat such information as proprietary using the same degree of care (but in no
event less than a reasonable degree of care) that it would normally use in
protecting its own proprietary information. The recipient Party further agrees
it will use such proprietary information only for the purpose of carrying out
the terms of this agreement. Use of proprietary information for any other
purposes is prohibited unless prior written approval of the disclosing Party is
obtained.
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The foregoing restrictions on use and disclosure of proprietary
information will not apply:
a. if such information is or becomes available to the public from a source
other than the receiving Party before or during the period of the Agreement; or
b. if such information is known by the recipient Party prior to its
receipt from the disclosing Party; or
c. if such information is disclosed with the written approval of the
disclosing Party; or
d. if the recipient Party lawfully, and without breach of this or any
other agreement, obtains such information from a third Party under circumstances
permitting its disclosure by the recipient Party to others; or
e. if such information is at any time developed by the recipient Party
independently of any disclosure of the disclosing Party; or
f. after the expiration of two (2) years from the date of this Agreement.
3. Neither Party shall be liable for the disclosure of such proprietary
information to an appropriate Court or other legal authority as a result of a
Court Order.
4. Neither Party shall be liable for the inadvertent or accidental
disclosure of such proprietary information if such disclosure occurs despite the
exercise of the same degree of care (but no less than reasonable care) as such
Party normally takes to preserve and safeguard its own proprietary information.
5. Oral disclosures of proprietary information will be protected as though
written if the information disclosed orally is summarized in writing, marked as
proprietary, and sent to the receiving Party within five business days of such
disclosure.
B. Proprietary Data Transfer
The following individuals are designated as the primary points of contact
for the receipt of proprietary information under this Agreement:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President & CEO
Universal Guardian Holdings, Inc. - Shield Defense Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇. ▇ - ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
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Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Tel:▇▇.▇▇▇.▇▇▇.▇▇▇▇
Fax:▇▇.▇▇▇.▇▇▇.▇▇▇▇
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President & CEO
EWA Information and Infrastructure Technologies, Inc. (EWA-IIT_
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Tel:▇▇.▇▇▇.▇▇▇.▇▇▇▇
Fax:▇▇.▇▇▇.▇▇▇.▇▇▇▇
Either Party may change its designation at any time by written notice to
the other Party.
C. Costs:
Each Party will bear its own costs incurred in fulfilling the terms of the
agreement.
D. Termination
This Agreement shall continue in full force and effect until they have
been completely exercised or fulfilled as the case may be, in this Agreement
shall terminate:
(1) upon the expiration of three (3) years from the date of this
Agreement; renewal for additional three year period to a maximum of six
(6) years or
(2) by mutual agreement of the Parties, or
(3) by ninety (90) day written notification by one Party to the other.
E. Assignment
Neither Party shall assign or in any manner transfer its interest or any
part thereof in this Agreement without the prior written consent of the Party.
The foregoing shall not apply to the assignment to any successor corporation in
the event either Party shall change its corporate name or merge with another
corporation, provided the successor corporation assumes all the responsibilities
under this Agreement and further provided that the other Party consents to the
assignment.
F. Jurisdiction: This Agreement will be construed in accordance with and
governed by the laws of California, County of Orange.
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G. Relationship between Parties:
Both Parties will in all matters relating to this Agreement act as an
independent contractor. Neither party will represent it has any authority to
assume or create any obligation, express or implied, on behalf of the other
party, or to represent the other party in any capacity.
H Severability - No Waiver:
If any provision of this Agreement is held to be unenforceable, the parties
shall substitute for the affected provision an enforceable provision, which
approximates the intent and economic effect of the affected provision. The
failure or delay by either party to enforce any term of this Agreement shall not
be deemed a waiver of such term.
I. Non-Assignment:
This Agreement may not be assigned, sublicensed or otherwise transferred by
either Party, whether by operation of law or otherwise, without the prior
written consent of the other Party, provided that the Party may assign this
Agreement upon notice to the other Party in instances in which such assignment
is to an entity which acquires all or substantially all of the business of
either Party, whether by merger, consolidation, or acquisition of assets provide
that the acquiring company is not a direct competitor to the other Party. Both
parties shall give written notice of any assignment or transfer not requiring
either Party's consent.
II. NEW BUSINESS DEVELOPMENT
A. Business Development Activity:
1. Each Party commits to the other to actively promote the products and
services of the other Party during the normal course of their respective
marketing, sales and new business development activities within the scope of
this Agreement.
2. In pursuit of this Agreement, each Party will, as appropriate provide
training to the other Party concerning the operation, functions and other
characteristics of their equipment and services. Each Party commits to keep the
other informed of product and service upgrades, new products and new
applications for their respective products.
3. Each Party shall designate a point of contact manager for the promotion
of the other Party's products and services.
4. The Parties hereby commit and agree to work together in developing
joint marketing approaches to promote the sales of products and services of
their company and those of the other Party.
5. The Parties agree to hold at least one Marketing Sales Conference per
month for the purpose of:
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o Exchanging sales techniques, and marketing approaches
o Discussion of each other's products and services
o Discussion of product and service improvements o Designing joint marketing
approaches
o Identifying marketing leads to be pursued
o Presenting plans/ideas o Other items of mutual interest
6. Each Party shall maintain a case file of lessons-learned during sales
calls to support changes in new business development approach and share such
information with the other Party.
7. Each Party, to the extent appropriate, will include reference to the
other party in its sales literature, advertisements, press releases and similar
announcements.
B. Proposal Support
Once sale leads have been developed, each Party submits proposal relevant
material in support of the Agreement and in response to the proposal request.
Each Party shall provide reasonable levels of assistance to the requesting party
as proposal are submitted. One of the Parties will have the overall
responsibility to submit the Proposal selected jointly by both Parties.
C. Business Development Exceptions
Parties shall maintain this Agreement with the exclusive right to market all
Security Products and Services jointly to the Port Security and Critical
Infrastructure Protection markets (Reference, Attachment A) specifically
identified in the monthly meeting with the exception of previously established
Agreements both formally and informally. Exceptions to this Agreement must be
presented in writing at least thirty (30) days to allow the other Party to
formally oppose such an Exception.
III. SALES ALLIANCE
Each Party has significant credentials in the Port Security and Critical
Infrastructure Protection Sector. An integrated list of services that
encompasses the collective areas of each Party is listed in Attachment A. Each
Party shall leverage existing customer relationships to develop and enhance the
Port Security and Critical Infrastructure Protection Sector Products and
Services worldwide. The Parties shall agree as to the designated lead for
subsequent sales calls to those customers and shall be dependent on customer
relationship and/or geographic proximity to the account. For new customers, the
Parties will agree on the lead based on initiation by client, scope of the
project and related experience. During the sales calls, both Parties shall
provide adequate support personnel and resources to develop the business.
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IV. SALES ALLIANCE
Both Parties agree that prior to submission of a proposal or written estimate an
equitable distribution of responsibilities shall be reached. Each Party, based
on their respective experience and capabilities shall recommend a division of
the proposed responsibilities. The goal of the Agreement I for each Party to
participate individually an/or collectively in their area of expertise (See
Attachment B). If one Party declines to participate on a specific proposal, the
other Party may pursue other sources for the work that would have been performed
by the Party that declined to participate.
ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement of the parties and supersedes
all previous and contemporaneous communications, representations, or agreements
with respect to the subject matter hereof.
Only a writing signed by both parties may modify this Agreement.
Shield Defense Technologies, Inc. EWA Information and Infrastructure
Technologies, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- ------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President & C.E.O. President & C.E.O.
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Attachment A
Integrated Security
Harbor Security
o Threat and Vulnerability Assessment - Risk Analysis
o Threat Mitigation Security Plan - System Design
o Interoperable Command and Control System
o Integrated Surveillance, Detection, Tracking and Coordinated Response
System
o Cameras - Automated Day/Night Cameras CCD - PTZ
o Thermal Imagers - ITAR
o RADAR
o SONAR
o Chemical Sensors o Acoustic Hailing and Warning system - non-lethal
stand-off capability
Port Security
o Access Control
o Perimeter Security
o Personnel Security
o Counter Intelligence
o RFID Asset Management
Information Security
o Enterprise Intrusion Detection and Information Assurance
o Network Vulnerability Assessments and Cyber Threat Intelligence
o System Patch Authentication, Verification, and Testing
o Security Engineering and Integration
o Facility Security Support and
o Security Product Testing and Evaluation
Engineering
o System integration
o Testing
o Staging
o Deployment
Deployment
o Installation
o Training
o Maintenance
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Attachment B
Division of Responsibilities
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UGC-ISR EWA IIT
ASSESSMENT AND PLANNING
X X Threat Analysis
X Physical Vulnerability Assessments
X Information Network Vulnerability Assessments
X Risk Analysis
X X Physical and Cyber Threat Intelligence Operations
X X Threat Mitigation Plan and System Design
X Process Engineering
SYSTEM
X Interoperable Joint Security Operations Center
X Integrated Surveillance, Detection, Tracking and Response System
X Cameras - Automated Day/Night Cameras CD - PTZ
X Thermal Imagers
X RADAR
X SONAR
X Hailing and Warning Standoff non-lethal
X Chemical Sensors
X Large format Monitors
X X Access Control
X X Perimeter Security
X Personnel Security
X Enterprise Intrusion Detection and Information Assurance
DEPLOYMENT
X System Integration
X Installation
X Testing
X System and Operator Training
RECURRENT TESTING, TRAINING AND MAINTENANCE
X Security System Testing and Evaluation
X Information Security Testing and Evaluation
X X Recurrent Threat Assessment
X X Red Team Exercise - Annual Evaluation
X X Security Plan Update
X Port Security Officer Training and Certification
X X System Maintenance
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