JOINT VENTURE TECHNOLOGY DEVELOPMENT AGREEMENT
This Agreement made the 23rd day of November, 1995.
BETWEEN:
BRAINTECH, INC.
Xxxx #000, 000 Xxxx 0xx Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(hereinafter referred to as "Braintech")
AND:
EVERGREEN INTERNATIONAL TECHNOLOGY INC.
0000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(hereinafter referred to as "Evergreen")
AND:
CDNet SYSTEMS INC.
0000 - 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(hereinafter referred to as "CDNet")
WHEREAS:
A. Microsoft Corp. announced last week at Comdex that its focus for the next
generation of software will be to produce programs that have recognition
capability and that can be run concurrently;
B. Braintech has recognition technology which it has used in the source code
for its software known as "Braintron" (hereinafter referred to as
"Braintech's Technology");
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C. Evergreen has concurrency technology which it has used in the source code
for its software known as "JOT-IT" and the predecessor program "Evergreen
Notes" (hereinafter referred to as "Evergreen's Technology");
D. CDNet has licenses from Braintech and Evergreen and has produced software
that integrates Braintech's Technology and Evergreen's Technology (which
integrated technology is hereinafter called "CDNet's Technology") and has
integration expertise; and
E. The parties agree that they should form a joint venture to combine their
respective technologies to develop software and other technology that
embodies recognition and concurrency (the "Concurrent Recognition Engine")
with the objective of obtaining development funds from Microsoft Corp. and
selling rights to the Concurrent Recognition Engine to Microsoft Corp.
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained (the adequacy of which consideration as to each of the parties
hereto is hereby mutually acknowledged) the parties hereto covenant and
agree as follows.
JOINT VENTURE
1. The parties hereby agree to form a joint venture (the "Joint Venture") for
the purpose of developing the Concurrent Recognition Engine.
COMBINE TECHNOLOGIES
2. The parties agree to work in concert and to combine their respective
technologies to develop the Concurrent Recognition Engine. For this
purpose:
(a) Braintech hereby grants to the Joint Venture the non-exclusive right
to use Braintech's Technology;
(b) Evergreen hereby grants to the Joint Venture the non-exclusive right
to use Evergreen's Technology; and
(c) CDNet hereby grants to the Joint Venture the non-exclusive right to
use CDNet's Technology.
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FUNDING AND REVENUE SHARING
3. The relationship between the parties shall be a joint venture relationship
and not a partnership. No party hereto shall have authority to bind any
other party hereto. Each of the parties shall be responsible for providing
one-third of the monies required to fund the development of the Concurrent
Recognition Engine. Revenue from the Concurrent Recognition Engine
("Revenue") shall be divided amongst the parties in proportion to their
actual funding contributions. If a party fails to provide its one-third of
the required development monies, either or both of the other parties may
make up the shortfall and shall earn a larger share of the Revenue,
provided that no party shall be diluted below a 10% share of Revenue. If a
party is diluted to a 10% share of Revenue and fails to provide additional
funding that may be required, either or both of the other parties may
provide the required funding by way of loan to the Joint Venture to be paid
out of the first available Revenue. If a party is diluted below one-third
of Revenue, that party may claw-back to a one-third Revenue entitlement by
providing development monies representing a full one-third of all
development monies.
OWNERSHIP OF THE CONCURRENT RECOGNITION ENGINE
4. Each of the parties shall have an ownership interest in the Concurrent
Recognition Engine equivalent to its entitlement to Revenue from time to
time.
RIGHT TO USE THE CONCURRENT RECOGNITION ENGINE
5. In addition to an entitlement to a share of revenue in accordance with
paragraph 3 hereof, and an ownership interest in the Concurrent Recognition
Engine in accordance with paragraph 4 hereof, each of the parties shall
have the right to use the Concurrent Recognition Engine to develop products
within the class of products prescribed in Schedule "A" for each party. No
party shall use the Concurrent Recognition Engine or any technology
associated therewith to develop any product that falls within the class of
products prescribed for any other party hereto.
MICROSOFT CORP.
6. The parties agree to approach Microsoft Corp. with the objectives of:
(a) obtaining development monies from Microsoft Corp.; and
(b) selling rights to the Concurrent Recognition Engine to Microsoft Corp.
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USE OF CORPORATION
7. The parties may form a corporation to own the Concurrent Recognition Engine
and to coordinate development, funding and sales efforts.
BANKRUPTCY AND RECEIVERSHIP
8. If any party hereto is declared bankrupt by a court of competent
jurisdiction or if a receiver or receiver-manager is appointed for any such
party, that party's rights hereunder shall terminate, including, but not
restricted to:
(a) that party's entitlement to any share of Revenue;
(b) that party's entitlement to any ownership interest in the Concurrent
Recognition Engine; and
(c) that party's right to use the Concurrent Recognition Engine for any
purpose including developing products that fall within the class of
products prescribed for such party,
and no compensation whatsoever shall be payable to such party.
The remaining parties shall divide between them in proportion to their
funding contributions the Revenue and ownership rights forfeited by the
party in bankruptcy or receivership. Further, the remaining parties shall
continue to have the non-exclusive right to use the technology of the party
in bankruptcy or receivership in accordance with paragraph 2 to develop a
Concurrent Recognition Engine.
HOSTILE PARTY
9. If any party hereto becomes controlled in any manner whatsoever, directly
or indirectly, either through share ownership or through representation on
its Board of Directors or in any other manner whatsoever by any of the
following or by proxy holders or nominees of any of the following, then
such party shall be deemed to be a hostile party and paragraph 8 hereof
shall apply to such party as if such party were bankrupt or in
receivership, and such party shall forfeit all its rights for Revenue
entitlement, ownership in the Concurrent Recognition Engine and to use of
the Concurrent Recognition Engine without any entitlement whatsoever for
compensation:
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Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxxxx Kowalawich
Xxxx X. Xxxxxxx
Xxxxx Xxxxxxx
Riva Yachts of Canada Ltd.
Xxxxx Xxxxxxx
Janolivier
Cactus Consultants International, Inc.
Cristo Securities, Inc.
Elmswell Investment, Inc.
Xxxxxxx Xxxxxxxx
Inter Active Research Corporation
Xxxx Xxxxxxxx
or any corporation or other entity whatsoever associated or affiliated with
any of the above.
CONFIDENTIALITY
10. The parties agree to keep the affairs of the Joint Venture and details of
their respective technologies confidential.
FURTHER ASSURANCES
11. Each of the parties hereto shall from time to time execute and deliver all
such further documents and instruments (including instruments of
conveyance) and do all acts and things as the other parties hereto may
reasonably require to effectively carry out or better evidence or perfect
the full intent and meaning of this Agreement.
NOTICES
12. Any demand, notice or other communication to be given in connection with
this Agreement shall be given in writing and shall be given by personal
delivery or by electronic means of communication addressed to the recipient
as follows:
BRAINTECH, INC.
Xxxx #000, 000 Xxxx 0xx Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile: 000-000-0000
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EVERGREEN INTERNATIONAL TECHNOLOGY INC.
0000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile: 000-000-0000
CDNet SYSTEMS INC.
0000 - 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile: 604-688-0094
or to such other address, individual or electronic communication number as
may be designated by notice given by either party to the other. Any
demand, notice or other communication given by personal delivery shall be
conclusively deemed to have been given on the day of actual delivery
thereof and, if given by electronic communication, on the day of
transmittal thereof if given during the normal business hours of the
recipient and on the business day during the business hours of the
recipient and on the business day during which such business hours next
occur if not given during such hours on any day.
SEVERABILITY
13. If a court or other lawful authority of competent jurisdiction declares any
provision, Article or Section of this Agreement invalid, illegal or
unenforceable, this Agreement will continue in full force and effect with
respect to all other provisions, Articles and Sections and all rights and
remedies accrued under such other provisions, Articles and Sections will
survive any such declaration.
GOVERNING LAW
14. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable
therein.
ENTIRE AGREEMENT
15. This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and cancels and supersedes any
prior understandings and agreements between the parties hereto with
respect thereto.
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There are no representations, warranties, terms, conditions, undertakings
or collateral agreements, express, implied or statutory, between the
parties other than as expressly set forth in this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first written above.
BRAINTECH, INC.
By: /s/ Xxxx XxXxxxxx
---------------------------------
Director
EVERGREEN INTERNATIONAL
TECHNOLOGY INC.
By: /s/ [ILLEGIBLE]
---------------------------------
CDNet SYSTEMS INC.
By: /s/ Xxxxx Xxxxxxxxxx, Director
---------------------------------
