Scientific Agreement by and between New Medium Enterprises, Inc. and LaDis.
London, UK
August 1, 2005
Customer: "New Medium Enterprises, Inc.", US public company referred to as
"NME" in the person of its CEO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, acting on the grounds of
the Statute, on one part, and
Technology Contractor or Executer: "LaDIS" Ltd., Ukraine, referred to as
"LaDIS" in the person of the General Manager ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, acting on the
grounds of the Statute and the Articles of Incorporation of "LaDIS" Ltd.,
on the other part,
Parties agree to the following:
Section 1.
Subject of the Contract
1.1. NME shall request and LaDIS shall conduct the following scientific and
design research and technological works connected with systems of optical
memory, researching of Drives for EVD-VMD disks (4x4,7GB; NA = 0,65; WD =
0,6 mm; Bit Rate 40 Mbps; 1-4 layers disc VMD). The work has started and
the first report was submitted to NME. Preliminary duration of works is 6
months from the date of signing of this contract .
1.2. The results of completed scientific design research and technological work
shall be property of NME only.
1.3. NME shall request and LaDIS shall build 3 fully working VMD drives based on
Pioneer 109 model. NME will provide LaDIS with the necessary drives (6
drives) for this work. The approximate duration of this work is two months
from the date when LaDIS will receive from NME the necessary Pioneer 109
models and other necessary spare parts (electronic Boards from Pioneer ROM
115).
1.4.
NME shall request and LaDIS will conclude the work for adaptation of
Decoder Board into 2 VMD drives. This work is subject to availability of
Decoder Boards from Exatel. The approximate duration of this work is until
November 1, 2005.
1.5. LaDIS has started the work on the development of EVD/VMD drive suitable for
reading 4 layer VMD. LaDIS will most actively continue these works. This
will be the main priority of works by LaDIS for NME. It will be taken into
account that the progress made by LaDIS in the development of EVD/VMD drive
will require an acive cooperation with the Chinese company Beijing E-World
Technology.
1.6. The schedule of works as defined in 1.3-1.5 will be tightened and finally
defined by October 15, 2005.
1.7. Detailed Specification of individual tasks performed under this Contract
and costing of every task should be determined by parties in addition to
this Contract and such additions will be the Contract's integral parts.
Section 2.
Price, currency, procedure of settlements and general value of the Contract
2.1. US dollars (USD) are the currency of the present Contract as well
as
settlement currency.
2.2. The total value of the Contract is set to $17,000 per month. The contract
duration presently is three months starting from Aug 1st, 2005. After three
months the contract is reviewed and the tasks and milestones of the Service
contract are re-evaluated and the schedule of works tightened.
2.3 Upon execution of this Agreement, NME shall pay LaDIS its first monthly
instalment as state d in paragraph 2.2.
Section 3.
The Procedure of Acceptance and Delivery of Work
3.1. LaDIS will report in English, directly to each of the members of the NME
Management (CEO, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; CTO, ▇▇▇▇▇▇ ▇▇▇▇▇▇; COO, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇; CFO, once appointed). LaDIS shall have the affirmative
obligation to report to NME in writing on a weekly basis and upon the
completion of each respective phase of work and the total scope of work,
whereupon the parties (LaDIS and NME) shall both be required to execute two
copies of a Bilateral Acceptance and Delivery Report. The reports will
first be sent to the CTO of NME for his approval and acceptance, before
LaDIS sends it according to the first sentence in section 3.1.
3.2. The Bilateral and Acceptance reports as referred to in paragraph 3.1
may be signed in counterparts and a facsimile of any notarized execution
shall have the same force and effect as an original.
Section 4.
Confidentiality of Information:
4.1 Any information and results of a confidential nature that LaDIS has
received and developed in the course of its past, present and future work
for NME,, that including, but not limited to, technical data, computer
programs, source codes, test and analysis data, business information,
inventions, technology and Customer information, whether in a written form
or orally, acquired by LaDIS from, or otherwise disclosed to it by NME
concerning the Services (and R&D Services, if applicable), or the business
or technology of NME, including all Proprietary Assets (as defined below)
("Confidential Information") is, and shall be, the property of NME , and
shall be maintained in confidence and not used by LaDIS and anyone acting
on its behalf without the express written consent of NME.
4.2 LaDIS and the Relevant Support shall not disclose such information to
others or use such information, other than in the framework of providing
the Services or as may otherwise be agreed by NME . LaDIS and the Relevant
Support shall treat such information with the same care as they would
exercise in the handling of their own confidential or proprietary
information, but in no event less than reasonable care.
4.3 Upon termination or cancellation of this Agreement for any reason, LaDIS
immediately shall return all Confidential Information to NME
notwithstanding the foregoing, Confidential Information shall not be deemed
to include information that (1) is publicly available or in the public
domain at the time disclosed; (2) is or becomes publicly available or
enters the public domain through no fault of LaDIS; or 3) is approved for
release or disclosure by NME without restriction.Confidential Information
shall not be deemed to include information that (1) is publicly available
or in the public domain at the time disclosed.
Section 5
Ownership of Work Product
5.1 LaDIS agrees and declares that all Confidential Information, work product,
proprietary information, inventions, patents, copyrights, and other rights
in connection therewith, originated, conceived, written or made by LaDIS
independently, or jointly with others, in the framework of rendering the
Services and the R&D Services during the term of this Agreement (the
"Proprietary Assets"), regardless of whether such were made or acquired (i)
during business hours; (ii) at the premises of NME; (ii) with the
assistance of material supplied by NME; or (iv) at the request of NME shall
be wholly owned by NME and the latter shall be entitled to deal therewith
as it desires.
5.2 LaDIS hereby assigns to NME by way of future assignment to NME all the
Proprietary Assets. All original works of authorship which are made by
LaDIS (solely or jointly with others) within the scope of this Agreement
and which may be protected by copyrights are "works made for hire," as that
term is defined in the United States Copyrights and Patents Act as of this
date, and to which NME has all right, title and interest.
5.3 Upon request, LaDIS will execute any instrument required to vest in NME or
its designees complete title to and ownership in any Proprietary Asset.
LaDIS will, at the request of NME, execute any necessary instrument to
obtain legal for the Proprietary Assets and for the purposes of vesting
title thereto in NME or its designees, all at the expense of NME and
without any additional compensation of any kind to LaDIS. LaDIS irrevocably
appoints NME as its attorney in its name and on its behalf to execute all
documents and do all things required in order to give full effect to the
provisions of this Section.
5.4 LaDIS shall not use any of the Proprietary Assets for any purpose other
than the provision of the Services (or R&D Services, if applicable) under
this Agreement.
5.5 Sections 5.1, 5.2, 5.3 and 5.4 shall remain in full force and effect after
termination or expiration of this Agreement or any renewal thereof.
Section 6
Expenses
6.1 LaDIS shall pay all of its expenses in connection with its provision of the
Services, out of the budget allocation that will be provided in accordance
to Section 2 (see Appendix 1 attached herewith), which may be adjusted from
time to time by agreement between the parties in accordance to prevailing
budgetary considerations and requirements of scientific services. LaDIS
shall not be entitled to other reimbursement of expenses expended by it
that have not been specifically approved in writing between the parties.
However if Services require additional hardware & software and traveling
expenses these should be communicated to NME and approved and will not be a
art.
Section 7
Force-Majeure Circumstances
7.1 The Parties have agreed that in case of force-majeure circumstances, the
Parties are excused from performing in accordance with this Contract for
the period of duration of the above mentioned factors.
7.2 The sufficient proof of Force-majeure conditions is provided by a document
issued by the Chamber of Commerce and Industry of the respective country.
Section 8
Sanctions and Reclamations
8.1 The Parties have agreed that in case of overdue payment of the currency
proceeds for the delivered work, services, research production NME is
liable to a fine, which he shall pay LaDIS in the amount of 0,3 (zero point
three) per cent of the arrears amount of payment for each day of the
overdue. Fines begin from the day which is next after 60-th day from the
moment of transferring of the results of works.
Section 9
Arbitration
9.1 All disputes and contradictions that may arise concerning the present
Contract or regarding it are settled by the Parties by way of negotiations.
9.2 In case that amicable resolution is not achieved by the Parties then
disputes and contradictions are submitted for the consideration of the
International Commerce Arbitration Court of the Chamber of Commerce and
Industry of Ukraine in Kiev or in Arbitration Court of New York, USA, as
demanded by an aggrieved party.
Section 10
Other conditions
10.1 All changes and amendments to the present Contract are valid if signed by
both Parties. The contract comes into effect upon its signing, and remains
in effect until completion of said program as per section 1.
10.2 The present Contract is drawn up in two copies, one copy for each Party,
all copies have equal legal force.
10.3 Facsimile copies of the present Contract with amendments, annexes and
specifications have the legal force of the original.
Section 11
LaDIS Employees to work full time for NME under this Service
Serhiy Milyutin, Optical design
▇▇▇▇ ▇▇▇▇▇, Optical engineering
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Disc technology
▇▇▇▇ ▇▇▇▇▇▇▇▇, Radiotechnic engineering
▇▇▇▇ ▇▇▇▇▇▇, Microprogramming control
V l dymyr Vasylyshyn, Optic-mechanical design
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, optoelectronics
▇▇▇▇▇ ▇▇▇▇▇, Servosystems and Laser technics
▇▇▇▇ ▇▇▇▇▇▇, Programming
Denys Shmyhal, Book-keeper (50% of time)
Section 12.
Legal Addresses of the Parties
"LaDIS Ltd",
Id No. 3 0 5 3 8 6 9 2
Legal address: 79060, ▇▇▇▇▇▇▇,
▇▇▇▇▇-▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇.
Tel.: +380 (322) 40-97-55
Mailing address: ▇▇▇▇▇, ▇▇▇▇▇▇▇,
L`viv-60, p/o box 2682
Bank requisites:
Currency account No. 260040060857
State Export-Import Bank of Ukraine, Affiliation in L`viv
MFO 325718,
S.W.I.F.T.: EXBSUAUXAXXX
Intermediary Bank:
BANKERS TRUST COMPANY,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇, ▇▇▇
S.W.I.F.T.: ▇▇▇▇▇▇▇▇
ACC. 0 4 0 9 4 2 2 7
New Medium Enterprises, Inc.
▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Signatures of the Parties
For LaDIS:
_______________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Manager
For NME:
________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, CEO
