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EXHIBIT 10.3
OPTICAL SYSTEMS, INC. AND NEWSOFT GmbH
JOINT VENTURE AGREEMENT
AGREEMENT, dated as of this 8th day of April, 1998, by and among
Optical Systems, Inc., a Florida corporation having offices located at Raritan
Plaza II, Raritan Center, Fieldcrest Avenue, Edison, New Jersey 08818 ("OSI"),
and NewSoft GmbH, having its place of business at Xx Xxxxxxxx 0, 00000 Xxxxxxx,
("NEWSOFT").
WHEREAS, OSI and NEWSOFT recognize the mutual benefits of entering into
this Joint Venture Agreement and based on the foregoing, OSI and NEWSOFT have
agreed to formalize their agreement to form a Joint Venture.
1. INTRODUCTION
a. NEWSOFT GmbH, is an international company that was established in
1996 and has successfully provided solutions for disaster recovery
services and has been in the year 2000 market for the past 1 1/2 years.
NewSoft also provides consulting services in the area of mainframe and
client server applications throughout Europe.
b. OPTICAL SYSTEMS, INC. Optical Systems Inc. which became a publicly
traded entity on September 15th, 1997, through a "504" public
offering, is an Information Technology (IT) solutions provider with
proven capabilities in network consulting, internet/intranet services,
imaging and document management. The company has been assisting
corporations in moving, storing and accessing information in an
effective low cost manner. OSI has recently introduced its proprietary
magnetic media migration tool "SafeCD(TM)". OSI has fortuitously
aligned itself with major Year 2000 tool vendors.
2. PARTIES OBLIGATIONS
a. NEWSOFT's OBLIGATIONS NewSoft agrees to provide approximately 50
sq. meters of office space for the implementation of an OSI/NEWSOFT
Year 2000 Code Conversion Factory for source code renovation for their
customers. OSI will use a portion of the space for office space to be
used by its own staff when necessary. NewSoft will
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authorize OSI to have a presence at this location by allowing the use
of an OSI company sign and allow OSI to have the use of the current
address for advertising and mail delivery. NewSoft will make available
the ability for OSI to have a telephone line, at OSI's expense, to be
used for incoming and outgoing OSI calls.
NewSoft will be responsible for all marketing and sales activities
throughout Europe, the Middle East and future agreed upon markets for
all the products and services which OSI can provide.
NewSoft will also be able and willing to participate in the marketing
and establishment of other operations in countries where OSI is not
currently represented, but where NewSoft has both the contacts and in
some cases partners, or where both parties may deem to establish joint
efforts.
b. OSI'S OBLIGATIONS OSI agrees to provide all necessary software to
successfully implement a year 2000 code conversion factory. OSI will
provide the appropriate training, for those year 2000 products which
OSI is contractually bound, necessary for the NEWSOFT staff.
OSI will provide all the necessary software, and training necessary to
perform a comprehensive demonstration for the SafeCD(TM) product so
NEWSOFT can perform demonstrations of the product on demand.
c. JOINT OBLIGATIONS Both OSI and NewSoft agree to jointly
participate in advertising via media, trade shows, or in any other
manner that would further the success of the venture.
OSI and NewSoft will jointly provide materials, software, training, and
installation support for any products agreed to be marketed, installed
and supported by either party in agreed upon markets. These products to
be defined and either party to provide the other with approval from the
original product manufacturers to sell, install, and support such
products in the agreed upon markets.
3. TERM OF JOINT VENTURE This Joint Venture will remain in effect for an
initial twenty-four (24) months. NEWSOFT and OSI will, at the end of
the twenty-four (24) month term, evaluate whether and on what terms
they will continue their Joint Venture.
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4. REVENUE/COMPENSATION STREAMS
a. REVENUE FROM SAFECD(TM) SALES
If NEWSOFT closes an account without having OSI be involved
(meaning onsite) then NEWSOFT will receive % of the
revenue from the sale price of the software.
If NEWSOFT requires OSI to take part in the closing of the
sale (meaning OSI must provide onsite help) the NEWSOFT will
receive % of the revenue from the sale price of the
software.
Training and installation will be either the responsibility of
NEWSOFT at their current rates or if OSI has to perform
installation and or training OSI will charge their current
billing rates plus any travel.
b. REVENUE FROM Y2K FACTORY
Any business that comes in through a NewSoft customer contact,
the OSI/NewSoft factory will pay the current royalty costs to
the software supplier through OSI, under the same payment
terms as indicated in the appropriated software agreement, as
specified in the then existing contract (agreement)
negotiated, and pay out any direct overhead costs and then
split of the remaining revenue between OSI and NewSoft.
Other revenue split can be negotiated between OSI and NewSoft
on a project by project basis.
C. REVENUE FROM OTHER JOINT SERVICES
Revenue sharing for these services will be prepared and
negotiated on a project by project basis.
5. OWNERSHIP OF PROPRIETARY MATERIALS
a. OSI's PROPRIETARY MATERIALS NEWSOFT acknowledges that OSI is and
will remain the owner of all right, title and interest in and to its
proprietary materials, whether previously existing or hereinafter
conceived,
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created, developed, made or acquired by OSI. NEWSOFT shall
obtain no right or title in and to OSI's proprietary materials.
b. NEWSOFT'S PROPRIETARY MATERIALS OSI acknowledges that NEWSOFT is
and will remain the owner of all right, title and interest in and to
its proprietary materials, whether previously existing or hereinafter
conceived, created, developed, made or acquired by NewSoft. OSI shall
obtain no right or title in and to NewSoft's proprietary materials.
6. CONFIDENTIALITY Each party agrees that it will maintain the
confidentiality of any information or materials designated by the other party as
constituting confidential information including, without limitation, customer
lists, trade secrets and other proprietary and confidential information.
If the foregoing correctly sets forth the understanding between us, please sign
the form of acceptance on the enclosed copy of this letter and return the signed
copy to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
President/CEO
OPTICAL SYSTEMS, INC.
ACKNOWLEDGED AND AGREED:
Xxxxx X. Xxxxxxx
Director
NEWSOFT GMBH, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Printed Name:
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Title: Director
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Date: 8/4/98
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