EXHIBIT 10.21
SKYSAT COMMUNICATIONS NETWORK CORPORATION
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel (000) 000-0000 Fax (000) 000-0000
March 10, 1997
Xx. Xxxx Xxxxxxxxx, Secretary
B&R Designs
0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Dear Xxxx:
Reference is made to the Development Agreement dated as of July 13, 1994
between Skysat Communications Network Corporation ("Skysat") and B&R Designs,
Inc. ("B&R") (the "Agreement"). After discussions, Skysat and B&R have agreed to
address the progress and conclusion of the Agreement. In connection with the
termination and orderly resolution of the Agreement the parties have agreed to
enter into this letter agreement (the "Letter Agreement"):
1. A final report (the "Final Report"), detailing all the work effort that
was done by B&R under the Agreement will be prepared by B&R, with a target date
of three weeks toward completion, in accordance with the work statement set
forth as Schedule A. Such report shall include schedules and exhibits of all
work done, including but not limited to, drawings, software, and CAD files.
Skysat will pay the sum of Ten Thousand Dollars ($10,000) for the Final Report,
with $2,500 upon commencement, $2,500 within two weeks of approval by Skysat of
the final version of the Final Report (the "Closing Date") and the balance,
$5,000, within 12 months of the Closing Date. Approval of the Final Report shall
not be unreasonably withheld. Failure to obtain approval over the Final Report
shall only affect paying the final balance of the fees due to B&R and shall not
have any impact upon B&R's rights regarding any dismantling of any structures or
the disposal of any of the equipment described in this Letter Agreement, nor
will it impact on Skysat's obligation to deliver title documentation, as
necessary, as set forth in Paragraph 5 hereunder, with regard to the Equipment.
2. Skysat will issue to B&R within one week of the Closing Date 30,000
shares of Skysat Class A Common stock.
3. Skysat will pay to B&R an additional cash amount of $10,000 within one
year of the Closing Date.
4. B&R will retain possession of all equipment currently on the floor at
their facility (the "Floor Equipment") upon execution of this Letter Agreement.
5. B&R will retain possession of all the residual equipment related to the
M-1 aircraft purchased by Skysat in B&R's possession, which shall include but
not be limited to engines, a pressure suit, and photographic equipment
(collectively, the "Residual Equipment") (the Floor Equipment and the Residual
Equipment shall be collectively referred to as the "Equipment"). Skysat shall
provide to B&R, on B&R's demand, all documents available to Skysat evidencing
title to the Equipment, including but not limited to bills of sale, in the event
that B&R requires such documentation to evidence transfer to a third party for
sale. Upon execution of this Letter Agreement, B&R will be entitled to sell,
transfer, dismantle, destroy, "cannibalize" and otherwise safely (with
observation of environmental regulations) dispose of any or all of the Equipment
without further obligation to Skysat.
6. Without limiting the generality of the foregoing, B&R will be permitted
to remove the center body from its workshop floor upon execution of this letter
agreement. It is acknowledged and agreed that such removal will effectively
destroy the center body.
7. It is agreed and acknowledged that B&R has a significant knowledge base
with regard to aeronautics and glider technology, and that such knowledge was
developed prior to the date of the Agreement. Notwithstanding the foregoing, it
is agreed that any invention or discovery that results from the Agreement shall
become the property of Skysat and Skysat shall have the exclusive benefit
throughout the world of all industrial and intellectual property rights therein
including, inter alia, patents, know-how embodied in such patents, registered
designs, and copyrights; and B&R shall execute all required documents and do all
other things necessary to vest the title and interest in such property rights in
Skysat at Skysat's expense.
8. B&R's retention of the Equipment and the payment of cash and stock to
B&R hereunder shall be in full settlement of all known and unknown, existing
and potential, claims and liabilities B&R may have against Skysat, its officers,
agents, employees, consultants, directors, shareholders, subsidiaries,
affiliates, successors, licensees, and assigns. B&R agrees to release and
absolutely discharge Skysat of and from any and all claims, demands, damages,
debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens,
actions and causes of action of every kind and nature whatsoever, whether now
known or unknown, suspected or unsuspected (collectively, "Claims"), which B&R
now have, own or hold, or at any time heretofore ever had, owned or held, or
could, shall or may hereafter have, own or hold against or any of the above
described Skysat persons or entities based upon, related to or by reason of any
act done or omitted to be done, arising out of the business of Skysat. Skysat
hereby releases and absolutely discharges B&R, its officers, agents, employees,
consultants, directors, shareholders, subsidiaries, affiliates, successors,
licensees, and assigns of and from any and all Claims which Skysat now has,
owns, owns or holds, or at any time heretofore ever had, owned or held, or
could, shall or may hereafter have, own or hold against B&R based upon, related
to or by reason of any act done or omitted to be done, arising out of the
business of Skysat, except for B&R's continuing obligations
under this Letter Agreement.
9. B&R covenants and agrees that it will not, directly or indirectly or,
for its own account or as an employee, officer, director, partner, joint
venturer, shareholder, investor, consultant or otherwise, disclose to others or
use for its own benefit or cause or induce others to do the same, any
proprietary, confidential or secret information or documents of or pertaining to
Skysat or any of its Affiliates (as defined below), including, but not limited
to, any customer lists, referral services, project proposals, methods of
operation, services, systems. financial condition, other work product records
and business plans of Skysat or any of its Affiliates, other than if such
information is readily ascertainable from public or published information or
trade sources (provided that B&R was not responsible, directly or indirectly,
for such secrets, information or processes entering the public domain without
Skysat's consent). As used herein, the term "Affiliate" means a person or
entity, directly or indirectly controlled by or under common control with
Skysat. Nothing in this Letter Agreement is intended to limit, inhibit or
otherwise prohibit B&R or its affiliated entities from designing or building
yachts or aircraft or parts thereof for any person or entity, except to the
extent that such activities infringe upon any of Skysat's intellectual property
rights. Without limiting the generality of the foregoing, no reference in
Paragraphs 7 and 9 to lists, patents, and other such secrets and other items
referred to in such paragraphs is intended to create, by inference, a
representation by B&R that such items are valid, that such items exist, or that
B&R has received, created, or possesses such items.
10. B&R hereby covenants and agrees that it will not disclose to any person
or business entity any of the terms, provisions or conditions of this Letter
Agreement or any of the contents, underlying facts, correspondence, discussions,
negotiations or prior business dealings between B&R and Skysat and any of
Skysat's parents, subsidiaries, affiliates, officers, directors,
representatives, agents or employees, except as may otherwise be required by law
or the order of a court of competent jurisdiction. Without limiting the
generality of the foregoing, Skysat will not unreasonably withhold permission
from B&R to reveal all or part of this Letter Agreement to any person or entity
having a bona-fide interest in entering into a proper non-violative agreement
with B&R which would have the effect of a restriction on performance of such
contract.
11. B&R agrees that a breach or threatened breach of the covenants and
agreements set forth in paragraphs 9 and 10 above cannot reasonably or
adequately be compensated in damages and that such breach may or will cause
Skysat irreparable loss or damage. Accordingly, notwithstanding anything in this
Letter Agreement which may be to the contrary, in addition to all other rights
and remedies to which it may be entitled, Skysat shall be entitled to injunctive
or other equitable relief restraining B&R from committing or continuing such
breach. In the event Skysat commences such proceedings and it is successful, B&R
shall be obligated to reimburse Skysat for its expenses therein including its
reasonable attorneys' fees. In the event Skysat commences such proceedings and
is not successful, it shall be obligated to reimburse B&R for its expenses
therein, including reasonable attorneys' fees.
12. B&R also agrees to cooperate fully in all reasonable ways in the event
of any
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disputes between Skysat and any third parties, whether or not such dispute is in
litigation. B&R will be reimbursed for its reasonable costs and expenses in
connection with such cooperation, provided that such costs have been approved in
advance in writing by an officer of Skysat.
13. Other than the continuing obligations of this Letter Agreement, any and
all prior agreements, contracts, understandings or business relationships of any
sort or nature, heretofore entered into between B&R and Skysat, or among B&R,
Skysat and any third party, shall be, upon payment to B&R of the cash and stock
described herein, the same hereby are, terminated and shall be of no further
force or effect whatsoever.
14. This Letter Agreement contains the entire understanding between the
parties hereto concerning the subject matter hereof and may not be changed,
modified or altered except by an agreement in writing signed by the parties
hereto.
15. A waiver by any party of any of the terms or conditions of this Letter
Agreement, or of any breach thereof, shall not be deemed a waiver of such term
or condition for the future, or of any other term or condition hereof, or of any
subsequent breach thereof.
16. Each of the parties acknowledges that it has been represented by
independent legal counsel of its own choice throughout all of the negotiations
which preceded the execution of this Letter Agreement and that it has executed
this Letter Agreement with the consent and on the advice of such independent
legal counsel. Each of the parties further acknowledges that it and its counsel
have had adequate opportunity to make whatever investigation or inquiry that may
be necessary or desirable in connection with the subject matter of this Letter
Agreement prior to the execution hereof.
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17. This Letter Agreement may be executed in one or more counterparts, each
of which shall be an original and together shall constitute one and the same
instrument.
Please confirm your agreement with the foregoing by signing this document
in the space provided below.
Very truly yours,
SKYSAT COMMUNICATIONS NETWORK CORPORATION
By: /s/ Xxxxxx X. Xxxx
--------------------------
Xxxxxx X. Xxxx
Chairman and CEO
AGREED TO AND ACCEPTED:
B&R DESIGNS, INC.
By:______________________________
Xxxx Xxxxxxxxx, Secretary
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17. This Letter Agreement may be executed in one or more counterparts, each
of which shall be an original and together constitute one and the same
instrument.
Please confirm your agreement with the foregoing by signing this document
in the space provided below.
Very truly yours,
SKYSAT COMMUNICATIONS NETWORK CORPORATION
By: /s/ Xxxxxx X. Xxxx
--------------------------
Xxxxxx X. Xxxx
Chairman and CEO
AGREED TO AND ACCEPTED:
B&R DESIGNS, INC.
By: /s/ Xxxx Xxxxxxxxx /s/ Sven Xxxx Xxxxxx
---------------------------- --------------------------------
Xxxx Xxxxxxxxx, Secretary Sven Xxxx Xxxxxx, Vice President
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Skysat Project Final - Report Statement of Work (SOW)
B&R shall prepare a Final Report of the Skysat project. This report will be
a valuable reference document and will explain completed work; specifically (a)
what was accomplished? (b) what conclusions can be drawn? (c) what are the
top-level issues to be resolved?
The final Report shall have two sections. Section 1 is to be an overview to
explain lessons learned. Section 2 is to be a list and brief explanation of all
technical files and reference material to be attached. These will include but
not be limited to, drawings, software, CAD files, schedules, designs tests, and
exhibits of all completed work from B&R as well as external reports such as the
Dayton Aerospace Report. Clarification of each referenced item is not
necessary, but a simple cover sheet describing the attached data for each
activity is desirable.
Three copies of the final report shall be delivered to Skysat with one copy
of all reference material. The final report will be bound with clear plastic
covers on the front and rear. B&R will propose a suitable method for cataloging
and providing the single copy of the reference material in Section 2. One
unbound final report draft will be required. This draft shall include a list of
the reference material, not the material itself. Skysat will provide delivery
instructions to B&R for the draft and Final Report.
It is requested that B&R provide the draft for Skysat review no later than
two weeks after receipt of first payment; the Final Report shall be provided one
week later. Contract guidelines are as follows:
a. Contract Type - Firm Fixed Price
b. Contract Amount - $10,000
c. Payment Schedule - As set forth in attached Letter Agreement
d. Length of Effort - Three (3) weeks after receipts of order
Messrs. Xxx Xxxxxxx and Xxxx Xxxxxxxx will oversee B&R in preparing the
Final Report. They may or may not visit the B&R facility, but will stay closely
involved via fax/phone. Given B&R agreement with this SOW, B&R shall work with
Messrs. Xxxxxxx and Asterita to prepare a one-page outline of the Final Report
to be coordinated with Skysat for approval and first payment. Principal points
of contact are: Skysat - X. Xxxxxxxx (000) 000-0000 and X. Xxxxxxx (206)
941-5342. B&R shall designate its point of contact and advise Skysat.
