Support and Equipment Lease Agreement
BlueV
This agreement is made on the 19th of December 2000, between the
parties;
Tactel AB, whose principal place of business is situated at
Xxxxxxxxx 0, XX-000 00 Xxxxx, Xxxxxx ("Tactel")
And
Braintech, Inc., whose principal place of business is situated at
Xxxx 000, 000 Xxxx 0xx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X0X0 Canada. ("Company")
Whereas, Tactel is in the process of developing Equipment
incorporating certain non-commercial generic Bluetooth components
from Ericsson Mobile Communications AB ("Ericsson"), and Company
wishes to make use of the equipment for in-house testing and
applications development and certain external demonstrations of
such applications.
Whereas, Company has asked Tactel and Tactel has agreed, with
Ericsson's written consent, to disclose and furnish Equipment
under the conditions hereunder.
1. Definitions
Confidential Information means (a) all of Equipment including the
techniques and ideas embodied and express in Equipment and any
information regarding intellectual property (b) any other
information which is disclosed to the other party and designated
by the party as Confidential and/or proprietary, (c) the terms
and conditions of this agreement.
Equipment means products and technical specifications as
specified in attachment 1.
Software means software as specified in attachment 1.
2. Licence
Subject to terms set out in this agreement, Tactel hereby grants
to Company
- to use, but not to copy or modify Equipment and Software,
- to demonstrate, but not otherwise disclose, deliver,
transfer or distribute Equipment, Software or applications, or
any portion thereof to third party,
- start support and training to the extent of maximum one (1)
hour of answering to questions by e-mail or phone during regular
business hours,
- to report bugs that will if by Tactel considered vital be
fixed.
2.1 Company acknowledges and understand that certain portions of
Equipment are owned by Ericsson and are not yet commercially
available and undertakes therefore to treat such portions as
Confidential information
2.2 Software or any other part of the Equipment that is defined
as or delivered in a "black-box-format", may not be reversed
engineered or decompiled.
2.3 If the Tactel API is used for SW development Tactel has to
approve the SW based on the API and/or BlueV before commercial
use. A written permission from Tactel is needed. Futhermore
Tactel can without notice change the API which may cause the
developer problems.
3. Deliver
Tactel shall deliver to Company the equipment, unless any portion
of the equipment is already in the possession or custody of
Company.
4. Support
Tactel's support obligation is limited to what is stated in
article two (2) in this agreement.
For avoidance of any doubt, company acknowledges and agrees that
Ericsson has no support or any other obligations whatsoever under
this agreement.
5. Payment
Company shall pay to Tactel a onetime unit lease fee of 765 USD,
($765) to be paid within 30 days of receipt of Equipment.
6. Limitation of warranty and liability
Company acknowledges that Equipment may still be under
development, or may be incomplete, and that it may relate to
products that are under development or are planned for
development. TACTEL GIVES NO WARRANTIES REGARDING THE ACCURACY
OF THE PRODUCT OR THE INFORMATION RELATED TO IT.
IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY PARTY FOR THE COST OR
PROCURING SUBSTITUTE SERVICES, LOST PROFIT, LOST DATA OR ANY
OTHER DAMAGE.
7. Confidentiality
Each party agrees to maintain the other party's Confidential
information in confidence and not disclose such Confidential
information to any third party. The receiving party shall treat
Confidential information with at least the same degree of care
that it uses to protect its own Confidential information, but no
less than a reasonable care under circumstances.
This article shall for five (5) years survive the expiration or
termination of this agreement.
8. Term and termination
This agreement may be terminated by Tactel upon submission of
four (4) weeks notice in writing to Company. Upon termination of
this agreement, Company shall promptly return Equipment to
Tactel. If this agreement is terminated by Tactel, Company is
entitled to a refund of half of the fee, if the termination
occurs less than three (3) months after delivery of the Equipment
from Tactel.
9. Choice of law and dispute resolution
The construction and performance of this agreement shall be
governed by the laws of Sweden. All disputes and indifferences
in connection with this agreement shall be finally settled under
the rules of Arbitration of the International Chamber of Commerce
by three (3) arbitrators appointed in accordance with the said
rules. The proceedings shall be conducted in the English
language and take place in Malmo, Sweden.
Each of the signatories to this Agreement represents that he is
authorised to execute the Agreement on behalf of Tactel or
Company, as the case may be.
Tactel Company
"Xxx Xxxxxxx" "Xxxx Xxxxx"
By: Xxx Xxxxxxx By: Xxxx Xxxxx
Date: 2000-12-19 Date: 2000-12-19
Attachment 1 - Blue V
Equipment
A Bluetooth module for Palm V/Vx
Software
Ericsson Bluetooth protocol stack
Tactel sw
- BTdrv(D).prc This connects to default Bluetooth address set
by DevLoc using Dialup networking Profile
- BTdrv(L).prc This connects to default Bluetooth address set
by DevLoc using LAN Access Profile
- BTdrv(S).prc This connects to default Bluetooth address set
by DevLoc using Serial Port Profile
- BTdrv(SIN).prc This waits for an incoming Bluetooth
connection over Serial Port Profile
- DevLoc.prc The Device Locator Application that search and
pair BlueTooth devices
- BVFlash.prc Program that flashes the firmware in the BlueV
- blueV_vXXX.pdb Latest flashfile containing BlueV firmware,
used by BVFlash
- TTConnectLib.prc Tactel Bluetooth library
- BTLibTest.prc Internal test program for TTConnectLib
This PDB-file contains preferences for the connection manager.
It contains three connections:
- BT(D) This connects to default Bluetooth address set by
DevLoc using Dialup networking Profile
- BT(L) This connects to default Bluetooth address set by
DevLoc using LAN Access Profile
- BT(S) This connects to default Bluetooth address set by
DevLoc using Serial Port Profile
Miscellaneous
- Aus_wap.prc AU-system WAP Browser
- BookmAtrDB.PDB Bookmarks for above
- Eudora_Web.PRC EudoraWeb
- QCWebBookmarks.PDB Bookmarks for above
