DYNAMIC DIGITAL DEPTH USA, Inc.
- and -
4D-VISION GmbH
MEMORANDUM OF UNDERSTANDING
MEMORANDUM OF UNDERSTANDING
THIS AGREEMENT is made this 13th day of September, 2000
BETWEEN:
DYNAMIC DIGITAL DEPTH USA, INC a Delaware corporation, located at 0000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxxxx, XX, 00000, XXX ("DDD");
- and -
4D-VISION GMBH, a German corporation, located at Xxxxxxxxxxx Xxxxxxx 000, 00000 Xxxx,
Xxxxxxx ("4DV").
WHEREAS:
| A. |
DDD has created a range of technologies, under the DeepSee™
brand, enabling the conversion of existing 2D material to 3D and the formatting
of DeepSee encoded 3D material for digital or analogue delivery to the consumer
such that it can be viewed in 2D or in a variety of stereo 3D formats at the
viewer's discretion.
|
| B. |
4DV is the developer and manufacturer of a number of technologies
including the 4D-Vision(TM) Flat Panel Display 3D glasses free display system. |
| C. |
Both parties wish to enter into an agreement whereby the DeepSee
encoded 3D content can be viewed on 4D-Vision displays connected to Windows and
Macintosh personal computers where the content is delivered either by way of CD
or DVD or through electronic download over the Internet. |
NOW THEREFORE THE PARTIES AGREE as follows:
| 1. |
The Recitals hereto form part of this Agreement. |
| 2. |
DDD and 4DV will, from the date of execution of this Agreement, negotiate and
act in good faith using their best endeavours to achieve, amongst other things,
the following: |
| |
2.1 |
4DV will provide to DDD, at DDD's expense, one 15" 4D-Vision 3D
LCD display for the purpose of integrating DDD's DeepSee for QuickTime 3D PC
and Mac media player plug-in with the 4DV display; |
| |
2.2 |
4DV will provide DDD with display driver protocol information
sufficient to integrate the 4DV display with the DeepSee 3D plug-in for QuickTime
in the most efficient manner; |
| |
2.3 |
DDD will provide to 4DV a custom version of the DeepSee QuickTime
plug-in together with sample content capable of being used to demonstrate DeepSee
encoded QuickTime movies and still JPEG images with the 4DV display; |
| |
2.4 |
DDD will integrate the 4DV display with the advanced cable set top
box 3D DeepSee decoder currently under development between DDD and Motorola Broadband
Communications Sector; |
| |
2.5 |
Based upon the successful achievement of 2.1 to
2.4 above: |
| |
|
2.5.1 |
DDD and 4DV will enter into a non-exclusive license agreement to
enable 4DV to distribute the custom DeepSee QuickTime Plus plug-in with 4DV
display systems either directly or through OEM licensed manufacturers; |
| |
|
2.5.2 |
DDD and 4DV will enter into a separate agreement that provides DDD
2D to 3D content conversion services and 3D content formatting and encoding services
to direct or indirect customers of the 4DV display systems. |
| |
|
2.5.3 |
DDD and 4DV will agree to maintain compatibility of the current and
future 4DV display systems with the current and future DDD 3D decoder technologies
deployed in personal computer and consumer television systems; |
| |
|
2.5.4 |
DDD and 4DV will work cooperatively to explore the opportunities
for emerging 3D mass-market display solutions in addition to personal computer
or consumer television use. |
| |
|
2.5.5 |
DDD and 4DV will enter into a relationship, where practical, to
allow DDD to resell 4DV or 4DV OEM display systems through DDD's website. |
| |
|
2.5.6 |
DDD and 4DV will enter into an agreement to allow 4DV to resell DDD's
2D to 3D content conversion services and 3D media reformatting services to 4DV
display customers. |
| |
2.6 |
4DV shall work with DDD as it's preferred provider of 3D media
enabling technologies for the delivery of 3D content to the 4DV displays on the
PC and Macintosh platforms by CD and DVD and Internet download. |
| |
2.7 |
4DV shall work with DDD as it's preferred provider of 2D to 3D
content conversion services and 3D formatting services. |
| 3. |
The parties will take such steps as are reasonable in the circumstances
to keep each other informed of all relevant facts and will do all things in a timely,
diligent and constructive manner as are reasonable in the circumstances in order to
negotiate and execute before expiry of this Memorandum of Understanding a full and
detailed agreement identified in 2.5 incorporating as much as can be reasonably be
agreed of the principles set out in this Memorandum of Understanding. |
| 4. |
Both parties shall be permitted to advise their shareholders and interested
parties of the nature of this Memorandum of Understanding with the prior written consent
of the other party. |
| 5. |
This Heads of Agreement shall expire upon the first to occur of the
execution of a DeepSee QuickTime plug-in license agreement and/or a DDD content
services agreement or the expiry of twelve months (12) months from the date of
execution of this Memorandum of Understanding or such later date as the parties
may mutually agree. |
| 6. |
No binding agreement between the parties with respect to the matters
specified in clauses 2.5 to 2.7 of this Memorandum of Understanding shall arise
unless and until further formal agreements are executed by the parties. |
| 7. |
The relationship between the parties shall be limited to carrying
out the above commercial activities to integrate the DeepSee technology and 4DV
displays so that nothing in the agreement will constitute either of them agent
for or partners of the other. |
| 8. |
This Agreement shall be subject to the law of the State of California,
United States. Both parties hereby submit to the exclusive jurisdiction of the
courts of the State of California, United States and all courts having appellate
jurisdiction in relation to decisions of those courts for all purposes of and
incidental to the interpretation and enforcement of this Memorandum of Understanding. |
| 9. |
This Memorandum of Understanding shall supersede any and all other
agreements, either oral or written, between the parties hereto. Each party to this
Memorandum acknowledges that no other representations, inducements, promises or
agreements, orally or otherwise, have been made by any party or anyone acting on
behalf of any party, and that no other agreement, statement or promise not contained
in this Memorandum shall be valid or binding. Any modification of this Memorandum
will be effective only if it is in writing, signed by the party to be charged. |
IN WITNESS HEREOF, the parties hereto have executed this Agreement the
day and year first hereinbefore mentioned.
DYNAMIC DIGITAL DEPTH USA Inc.
By:/s/ X.X.Xxxxxxx
Type Name: X. X. Xxxxxxx
Title: President & CEO
4D-Vision GmbH
By: /s/ Xxxxx Xxxxxxxx
Type Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
