EXHIBIT 10.6
COMPATIBILITY AGREEMENT
THIS AGREEMENT made by and between PRINCE CORPORATION, a Michigan
Corporation (hereinafter "PRINCE") and INTERACTIVE TECHNOLOGIES, INC., a
Minnesota Corporation (hereinafter "ITI"),
WHEREAS, Prince develops, manufacturers and sells patented trainable
transmitters for operating garage doors, gates, home security and home
appliances to automotive O.E.M. manufacturers and others for installation in
vehicles; and
WHEREAS, ITI develops, manufacturers and sells wireless security
systems and components therefore, including, but not limited to, wireless
transmitters and receivers; and
WHEREAS, Prince and ITI wish to maintain the compatibility of their
respective products so that a vehicle in which a Prince trainable transmitter is
installed will operate ITI manufactured products;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
I. PARTIES: PRINCE AND ITI
II. TERM:
The term of the Agreement will start on the last date set forth on the
signature page hereof and will continue in full force and effect until five (5)
years after ITI produces and sells the first ITI manufactured HOMELINK(R)
Security Interface. This Agreement will automatically renew for additional
periods of one (1) year; except that either party may prevent the automatic
renewal of this Agreement by giving the other party at least six (6) months
prior written notice before the expiration of the then current term.
III. PRODUCT COMPATIBILITY:
A. The parties agree to use their good faith best efforts to ensure
compatibility between the Prince trainable transmitter (the "PRINCE
TRANSMITTER") and the products manufactured by ITI identified on EXHIBIT A
attached hereto, as the same may be amended from time to time by mutual
agreement (the "ITI PRODUCTS"), and, to that end, the parties agree to cooperate
with each other and to exchange such information as necessary to ensure such
compatibility subject to the Mutual Nondisclosure Agreement
between the parties dated June 3, 1997 (the "EXISTING NONDISCLOSURE AGREEMENT").
The compatibility between the Prince Transmitter and the ITI Products
contemplated by this Agreement will allow the Prince Transmitter, which is sold
as a convenience feature to automotive O.E.M.s, to interface with the ITI
Products.
B. The parties will continue to work with each other to ensure that
future generations of the Prince Transmitter and future generations of the ITI
Products will remain compatible throughout the term of this Agreement.
C. ITI will give Prince a minimum six (6) months advance notice of any
contemplated changes to the ITI Products that may affect the compatibility
between the Prince Transmitter and such ITI Products.
X. Xxxxxx will give ITI a minimum six (6) months advance notice of any
planned changes to the Prince Transmitter that may affect the compatibility
between the Prince Transmitter and ITI Products or the planned introduction of
alternative technology by Prince for operating garage doors, gates, home
security and home appliances from automobiles.
E. The parties agree to enter into a Trademark License Agreement
setting forth the terms and conditions under which Prince will license use of
the HOMELINK(R) Trademark to ITI.
X. Xxxxxx will notify ITI of all makes of automobiles utilizing the
Prince Transmitter pursuant to the terms of the existing confidentiality
agreements between Prince and the applicable O.E.M. automotive manufacturers,
which will allow ITI to utilize such information as part of its marketing
campaign.
IV. GENERAL TERMS:
A. Each party will fund any and all development efforts required of it
under this Agreement.
B. Subject to the Existing Nondisclosure Agreement, nothing in this
Agreement will be deemed to preclude Prince from working to achieve
compatibility with other security manufacturers or to preclude ITI from working
to achieve compatibility with other automotive electronics manufacturers.
C. The parties agree that all information exchanged pursuant to this
Agreement will be maintained confidential in accordance with the Existing
Nondisclosure Agreement.
D. Nothing in this Agreement shall be deemed by implication or
otherwise to convey to either party any rights under any patents, patent
applications or inventions
owned by the other party, nor shall this Agreement be deemed a commitment of any
kind by either party to enter into any further Agreement with the other party.
E. The relationship between Prince and ITI shall be that of independent
contractors, and nothing contained herein shall be construed or implied to
create between Prince and ITI the relationship of principal and agent, partners,
joint venturers or employer and employee.
F. No waiver, modification or amendment of any term, condition or
provision of this Agreement shall be valid, binding or of any effect unless made
in writing, signed by both Prince and ITI, and specifying with particularity the
nature and extent of such waiver, modification or amendment.
G. This Agreement, including any exhibits attached hereto or documents
expressly referred to herein, together with the Existing Nondisclosure Agreement
and the Trademark License Agreement, constitutes the entire agreement between
Prince and ITI and supersedes and cancels all other agreements, whether oral or
in writing, between Prince and ITI with respect to the matters referred to
herein.
Interactive Technologies, Inc. Prince Corporation
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President - Engineering HomeLink Business Manager
Date: June 3, 1997 Date: June 3, 1997
