Exhibit 10.6
MEMORANDUM OF UNDERSTANDING
between
Globecomm Systems Inc.
NetSat Express
and
OmniVision Maroc SARL
a subsidiary of
Nostrad Telecommunications Inc.
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Globecomm Systems Inc., hereinafter referred to as the "Globecomm" 00 Xxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 and OmniVision Maroc SARL a subsidiary of
Nostrad Telecommunications Inc. hereinafter referred to as the "OVM" located at
Villa Yasmina, 31 Ave. Tarik Inb Ziad, Rabat Morocco;
Considering OVM's interest in developing a VSAT Network and wireless
telecommunications infrastructure in Morocco, it is hereby agreed that
Globecomm/NetSat will provide proposal preparation support, engineering,
technical, project management services and equipment to OVM. These services will
be provided at agreed upon terms and conditions, as the scope of the various
projects' dictates
Term of this Memorandum of Understanding ("MOU");
It is agreed that this MOU shall be in effect for a period of 360 days, or until
a formal long term contract or technical service agreement is approved by the
boards of each of the parties to this agreement, unless a further extension of
the MOU is agreed by the parties. During the term of this MOU it is agreed that
neither party will circumvent or otherwise disrupt the intent of this MOU for
projects that the Parties have agreed to work together on, or OVM has contracted
with Globecomm for provision of services.
ARTICLE 1
The objective of this Memorandum of Understanding ("MOU") shall be for the
parties to this MOU to jointly cooperate in developing and implementing a VSAT
Network and Wireless Telecommunications Infrastructure in Morocco. In addition
for Globecomm to provide to OVM various technical and project management support
services.
ARTICLE II
The OVM will provide Globecomm, with a project overview and other documentation
in order for Globecomm to determine and recommend the most appropriate services
and costing required to serve the needs of projects submitted to Globecomm.
ARTICLE III
The parties anticipate that under this MOU, it may be necessary for either party
to transfer to the other information of a proprietary nature. It is hereby
agreed that the parties will enter into a Non Disclosure Agreement (attached as
Appendix "A" to this agreement) which will remain in effect during the terms of
this agreement. Globecomm further understands that disclosure of this agreement
may be necessary under material fact disclosure under the SEC rules in the
United States.
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ARTICLE IV
Inventions shall remain the property of the originating party. In the event of
joint inventions, the parties shall establish their respective rights by
negotiations between themselves. In this regard, it is recognized and agreed
that the parties may be required to and shall grant licenses or rights to each
other with respect to any such inventions.
ARTICLE V
Globecomm understands that in the course of discussions regarding the VSAT
Network with various government officials in Morocco it will be necessary for
OVM to disclose the terms of this MOU. It may also be necessary for OVM to
disclose that Globecomm International is proving services to OVM. It is further
agreed that Globecomm authorizes OVM to use Globecomm's corporate brochures,
outlining telecommunications services, previous project experience and
references in pre qualification submissions, subject to prior approval by
Globecomm.
ARTICLE VI
In the event of disagreements or differences in the defined scope of this MOU,
both parties agree to binding arbitration in New York.
The Memorandum of Understanding shall be effected from the date of its signing
and be valid for the duration of 360 days from the date, and will be renewed by
agreement of both parties to extend the memorandum of understanding.
This Memorandum of Understanding may be terminated by either party by written
notice 120 days in advance. In case the MOU ceases to be in effect on account of
termination thereof, the provisions and Articles herein shall continue to apply
to the extent necessary to secure the implementation of the existing activities
as agreed upon in the Articles herein.
Signed this 16th day of July 1999, in 2 (two) originals, all of the texts being
equally authentic.
For an on behalf of;
Globecomm International Inc. )
)------------------------------
)
For and on behalf of;
OmniVision Maroc SARL )
And )------------------------------
Nostrad Telecommunications Inc. ) Xxxxx Xxxxxxxxx
) Director/Snr. V.P.
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