Contract
This
Agreement
made the
1st day of February, 2006, by and between Techsphere Co. Ltd of Wonil Xxxxxxxx
0xx
Xxxxx,
000-00 Xxxxxxx-xxxx, Xxxxxx-xx, Xxxxx,
Xxxxx (“Techsphere”) (and any contractors and or employees of Techsphere and if
there is more than one author or engineer providing services on this Agreement
then all of them collectively) and Identica Holdings Corporation 0000 Xxxxx
Xxxx
Xxxxx Xxxx.# 000, Xxxxx, Xxxxxxx 00000 and its Subsidiary Identica Canada Inc.
of 000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx
(“Identica").
TECHSPHERE
AND THE IDENTICA AGREE THAT:
1.
Title, Copyright and Potential Patent Assignment
(a)
Techsphere and Identica intend this to be a contract for services and each
considers the products and results of the services to be rendered by Techsphere
hereunder (the "Work") to be a work made for hire by an independent contractor.
Techsphere acknowledges and agrees that the Work (and all rights therein,
including, without limitation, copyright and potential patent rights) belongs
to
and shall be the sole and exclusive property of Identica. Techsphere shall
not
provide services to any other person which will provide a work which is or
will
be substantially the same as the Work specified in Schedule “A”
hereto.
Notwithstanding
any provision in this Agreement to the contrary, all the intellectual property
rights, including patents and copyrights relating to the technologies, portion
of the Work and software which have already been possessed or were developed
by
Techsphere prior to the development hereunder, or all the discoveries,
improvements and inventions conceived or first reduced to practice by Techsphere
or separately made by Techsphere shall belong to Techsphere.
(b)
If
for any reason the Work would not be considered a work made for hire under
applicable law, Techsphere does hereby sell, assign, and transfer to Identica,
its successors and assigns, the entire right, title and interest in and to
the
copyright and patent rights in the Work and any registrations and copyright
applications and/or registrations and patent rights relating thereto and any
renewals and extensions thereof, and in and to all works based upon, derived
from, or incorporating the Work, and in and to all income, royalties, damages,
claims and payments now or hereafter due or payable with respect thereto, and
in
and to all causes of action, either in law or in equity for past, present,
or
future infringement based on the copyrights, and potential patent rights and
in
and to all rights corresponding to the foregoing throughout the
world.
(c)
If
the Work is one to which the provisions of 17 U.S.C. 106A apply (the section
of
Federal copyright law defining the rights of attribution and integrity of an
Author of a work of visual art), Techsphere hereby waives and appoints Identica
to assert on the Techsphere's behalf Techsphere's moral rights or any equivalent
rights regarding the form or extent of any alteration to the Work (including,
without limitation, removal or destruction) or the making of any derivative
works based on the Work, including, without limitation, photographs, drawings
or
other visual reproductions or the Work, in any medium, for Identica’s
purposes.
(d)
Techsphere agrees to execute all papers and to perform such other proper acts
as
Identica may deem necessary to secure for Identica or its designee the rights
herein assigned.
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(e)
Notwithstanding any provision in this Agreement to the contrary, this Agreement
shall not prohibit Techsphere from developing and selling products which utilize
smart card systems unless they are materially similar in their overall
specifications and implementation details and/or appearance to the products
of
the outcome of the Work hereto.
2.
Description of the Work
The
Work
which is the subject of this Agreement includes all Work related to the
specification document attached hereto as Schedule “A”.
3.
Delivery of the Work
(a)
Techsphere will deliver to Identica in accordance with the delivery schedule
attached hereto as Schedule “C” the completed Work in accordance with the
specification attached as Schedule “A”; (including without limitation, all
required support documentation, illustrations, charts, graphs, and other
material, in both printed and editable electronic).
(b)
If
Techsphere fails to deliver the Work in accordance with the Schedule “C” hereto,
Identica will have the right to terminate this Agreement by giving written
notice if Techsphere has failed to remedy the breach within sixty (60) days
of
receipt of written notice requiring it to do so and to recover from the
Techsphere any progress payments made in connection with the Work if in
Identica’s reasonable opinion, it is unlikely that Techsphere can complete the
Work hereunder within a reasonable period of time after that sixty (60) day
notice period. If Techsphere reasonably shows that it will be able to complete
the Work within a reasonable period of time after that sixty (60) day notice
period, Identica shall not recover any such progress payments made to
Techsphere.
4.
Warranty & Support
Techsphere
warrants that it and its employees / contractors are the developer of the Work
and Techsphere has full power and authority to make this Agreement; that to
Techsphere’s knowledge, the Work does not infringe any copyright, violate any
property rights. Techsphere will defend, indemnify, and hold harmless Identica
and/or its licensees against all claims, suits, costs, damages, and expenses
that the Identica and/or its licensees may sustain by reason of infringement
alleged to be contained in the Work or any infringement or violation by the
Work
of any copyright or property right; and until such claim or suit has been
settled or withdrawn, Identica may withhold any sums due to Techsphere under
this Agreement.
Techsphere
shall supply the services, provided for in this Agreement, with all necessary
support information, and shall also provide qualified expert’s supervision
including, but not limited to, sending to Identica’s, Canadian Development
location a fully qualified Senior Technical Expert during a period of services
stated in this Agreement beginning on May 15, 2006 and ending on no later than
April 15, 2006, on terms as more specifically described in Schedule B attached
hereto. The Senior Technical Expert will support and modify the Work, in
accordance with the requirements of Identica. All modifications produced by
the
Senior Technical Expert shall be the sole property of Identica.
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Techsphere
will not be responsible for any infringement of third party rights caused by
future modification of the Work made in accordance with Identica’s requirements
or directions. Identica warrants that no such infringement will take place
by
modification of the Work in accordance with its requirements or directions
and
Identica shall indemnify and keep indemnified Techsphere against any damage,
loss, cost or expenses arising from Identica’s breach of such warranty.
5.
Consideration
In
consideration of the performance of the Work in accordance with the provisions
of this Agreement, Identica shall pay support fees to Techsphere in accordance
with Schedule “B” hereof. Subject to Section 4, the Techsphere Senior Technical
Expert will be compensated by Techsphere.
6.
Term and Termination
(a)
This
Agreement shall remain in effect unless terminated earlier in accordance with
this Section 6.
(b)
In
the event that either party shall be in default of its material obligations
under this Agreement and shall fail to remedy such default within sixty (60)
days after receipt of written notice thereof, this Agreement shall terminate
upon expiration of the sixty (60) day period, except that the warranty provided
for in Section 5 hereto shall remain in effect.
(c)
If
any party shall be or become insolvent, or a petition in bankruptcy or its
equivalent under local law shall be filed by or against it, or if a party shall
make any assignment for the benefit of creditors, or a receiver of the property
or a substantial portion thereof of the party shall be appointed, or if a party
shall seek protection under any laws or regulations the effect of which is
to
suspend or impair the rights of its creditors, in any such event and at any
time, the other party may terminate this Agreement, effective immediately and
without judicial resolution, by sending the insolvent party written notice
of
such termination.
7.
Options/Contracts with Third Parties
Nothing
contained in Section 6 shall affect any license or other grant of rights,
options, or agreements made with third parties prior to the termination date
or
the rights of Identica in the income resulting from such
agreements.
8.
Amendments
The
written provisions contained in this Agreement constitute the sole and entire
Agreement made between Techsphere and Identica concerning the subject matter
of
this Agreement , and any amendments to this Agreement shall not be valid unless
made in writing and signed by both parties.
9.
Construction, Binding Effect, and Assignment
This
Agreement shall be construed and interpreted according to the laws of the State
of Florida USA and shall be binding upon the parties hereto, their heirs,
successors, assigns, and personal representatives; and references to Techsphere
and to Identica shall include their heirs, successors, assigns, and personal
representatives.
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10.
Limitation of Liability
In
the
absence of Techsphere’s gross negligence or willful misconduct, Techsphere’s
total aggregate liability howsoever arising in connection with, or as a result
of, this Agreement, shall not in the aggregate exceed the amount of the fees
paid to Techsphere pursuant to Section 6 hereof, and Techsphere shall have
no
further liability to Identica when such amount has been expended or incurred
by
Techsphere.
Neither
party shall be liable for indirect , special, punitive, exemplary, incidental
or
consequential damages of the other party, whether foreseeable or not and whether
based on negligence or otherwise.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
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Identica
Holdings Corporation:
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Techsphere
Co. Ltd.
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BY:
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BY:
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Xxxxxx
A, Xxxxxx, CEO
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Xxxx
Xxxxxxx Xxxx CEO
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Name
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Name
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/s/
Xxxxxx X. Xxxxxx
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/s/
Xxxx Xxxxxxx Xxxx
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Signature
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Signature
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Schedule
“A”
UC-2
Specification
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*
Schedule
“B”
Schedule
of Costs and Payments
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1.
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For
the development of the UC-2
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$*
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2.
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For
the first 500 units *
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$*
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3.
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Supervising
services of Senior Technical Expert, Up to one year (Paid to Techsphere
Monthly)
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$*
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Notes
to the Costs and Payments
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a.
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Techsphere
to pay the cost of travel between Korea and Canada for the Senior
Technical Expert. Should the Senior Technical Expert decide to bring
his/her immediate family members, such as wife/husband and children
of
this marriage, he/she is free to do so at his/her own
expense.
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2.
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Identica
to supply Suitable Housing for the Senior Technical Expert and immediate
family as required.
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3.
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Identica
to supply an automobile for the use of the Senior Technical
Expert.
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4.
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Identica
to supply medical insurance for the Senior Technical Expert and immediate
family ,as required to a $100,000CDN
limit.
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5.
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Identica
to supply Cell Phone for the Senior Technical Expert for Business
use..
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6.
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The
primary place for the provision of services by the Techsphere Senior
Technical Expert under this Agreement, for shall be 000 Xxxxxxxxxx
Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx.
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| 7. |
Identica
shall have the right to call for the services of the Senior Technical
Expert at any other locations in the Americas, as it may be deem
necessary
at the Identica’s sole discretion.
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8.
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Identica
to pay travel costs in relation to the services rendered by the Senior
Technical Expert in Americas. Identica will cover other expenses
incurred
by the Senior Technical Expert in such trips as provided by Identica’s
standard re-imbursement policy. Identica will not cover any of the
Techsphere’s Technical Expert’s family member expenses, should any or all
of them decide to join the Expert on business trips in the Americas..
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| 9. |
Identica
to supply emergency medical insurance coverage for the Senior Technical
Expert to a $*CDN limit.
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6.1.
Identica to supply HID (and other types) of read /Write Modules.
Disclaimer:
Nothing
in these terms shall be treated as full-time employment of the Techsphere
Technical Expert by Identica.
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Schedule
“C”
Schedule
of Deliveries
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UC-2
Version 1
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Received
by Identica on or before - May 30,
2006
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