Exhibit 10.3
MEMORANDUM OF UNDERSTANDING (MOU) Between
SiriCOMM, Inc. and Xxxxxxxxxxx Transportation Inc.
Overview. This MOU summarizes the general terms and conditions under which
SiriCOMM, Inc. ("SiriCOMM") proposes to pursue a service agreement with
Xxxxxxxxxxx Transportation, Inc. ("Xxxxxxxxxxx"). This document is intended as
an interim understanding leading to negotiation of a definitive services
agreement.
Transaction: The goal of the transaction is for SiriCOMM to provide Xxxxxxxxxxx
with ongoing productivity software applications that are designed to improve the
fleet's daily operational functions, reduce operating cost, increase employee
productivity and enhance safety and security. Specific components of the
proposed transaction include:
1. Infrastructure. SiriCOMM will be responsible for the acquisition and
installation of broadband data networks in locations such as truck
stops, weigh stations, ports of entry, etc. SiriCOMM hot spots will be
accessible to all Xxxxxxxxxxx users that are registered subscribers.
2. Operations. SiriCOMM will be responsible for the activities of the
Network Operations Center (NOC) to include 24/7 monitoring of service,
network maintenance, and the customer service center.
3. Services. SiriCOMM will provide BEACON software and one PDA for each
subscriber. BEACON currently includes electronic (E) productivity
software applications with signature capture where applicable; Freight
Xxxx, Logs, Authorized Fuel Network, Driver employment application,
Pay Settlements, Automated Check Call, one E-mail account, and access
to the public Internet and Xxxxxxxxxxx'x intranet.
4. Services. SiriCOMM will provide PULSE, the company's remote vehicle
diagnostics data and driver performance information tool available
from the tractor's J1708 and/or J1939 data bus. The PULSE hardware
requires installation on each tractor, which typically requires less
than 30 minutes.
5. Additional Services. SiriCOMM will install and maintain two wireless
networks at Xxxxxxxxxxx locations, Springfield, MO facility and the
Nashville, TN facility. Xxxxxxxxxxx will provide appropriate space for
the satellite dish, access points and server as well as 110 volt 20
amp power source, and reasonable access to the facilities for
authorized service personnel.
6. Additional Services. SiriCOMM will provide "Train The Trainers"
curriculum as well as appropriate materials.
Consideration: SiriCOMM will provide the Beacon and Pulse products and services
listed above to Xxxxxxxxxxx for a 36-month (3-year) term agreement. Xxxxxxxxxxx
will pay SiriCOMM $49.95 each month for each registered subscriber for the term
of the agreement.
1. The PULSE hardware cost should not exceed $200:00 for each tractor and
installation cost will vary depending on where the unit is installed.
SiriCOMM anticipates the actual price per unit will be less than
$200.00 and will pass that savings on to Xxxxxxxxxxx. Xxxxxxxxxxx
maintains ownership of the equipment and may remove and reinstall into
another tractor at the company's discretion.
2. In consideration of Xxxxxxxxxxx'x participation in a "beta test",
SiriCOMM will afford the following concessions and/or advantages:
a. Network installation at Xxxxxxxxxxx'x Springfield, MO and
Nashville, TN locations at SiriCOMM's expense.
b. SiriCOMM will waive the $25.00 for each subscriber set up fee.
c. SiriCOMM will waive monthly recurring subscription fees until
such time that the company has 250 wireless network locations
installed and operational.
d. Monthly recurring subscription fees commence immediately
following the installation of the 250' network location.
Xxxxxxxxxxx will pay SiriCOMM a monthly fee of $49.95 each month
for each subscriber providing services to Xxxxxxxxxxx with
approximately subscribers for the remainder of the term
agreement. The appropriate taxes will apply.
3. Optional Services. SiriCOMM is a strategic partner of Idling Solutions
Inc. and will offer Xxxxxxxxxxx an idling solution to help to preserve
the environment, improve driver's environment, and reduce fuel cost
and maintenance cost
4. Optional Services. Individual nationwide dial-up Internet access will
be available to subscribers that are associated with Xxxxxxxxxxx for
$7.95 each month for each subscriber plus appropriate taxes.
5. Future services. SiriCOMM will continue to develop new products and
services and will make available to Xxxxxxxxxxx the opportunity to be
one of first fleets to test the products/services. A current example
is global positioning (GPS) data points combined with the Pulse
product offering.
6. SiriCOMM would ask Xxxxxxxxxxx to consider participating in a Steering
Team. The Steering Team purpose is to meet on a set schedule to review
the status and direction of the Parties' relationship, the success of
products, product development, and any issues or concerns of either
Party regarding the matters that are the subject of this agreement.
All details regarding time, the Steering Team shall decide manner,
place and agenda for such meetings.
7. Xxxxxxxxxxx and SiriCOMM agree to enter into a Hyperlink Agreement as
may be agreed through good faith negotiations of the Parties through
which Xxxxxxxxxxx will provide on its Website a link to SiriCOMM's
Website and SiriCOMM will' provide on its Website a link to
Xxxxxxxxxxx'x Website.
8. Xxxxxxxxxxx agrees to participate as a reference and in "testimonial
interviews" to be presented in SiriCOMM's marketing literature.
Other Provisions.
1. Default. SiriCOMM will utilize "best practices" to minimize customer
services issues that require Xxxxxxxxxxx employee intervention. 2.
Term. Initial term of the agreement will be 36-months Either party
upon 90days written notice of default may terminate the agreement
unless reason for default has been cured within 30-days of written
notice.
3. Payment. SiriCOMM's preferred payment method is to have the funds wire
transferred to SiriCOMM's account however a check is acceptable.
Payment should be recorded and the transaction complete by the first
day of each month.
4. Good Faith. Xxxxxxxxxxx and SiriCOMM will proceed in good faith to
exercise a final agreement within 30-days of SiriCOMM's completion of
initial network installation at Xxxxxxxxxxx'x locations.
5. Proprietary Information. SiriCOMM and Xxxxxxxxxxx shall protect and
keep confidential any and all Proprietary Information of the other
Party embodied in any information including but not limited to
confidential, proprietary and trade secret, technical information,
technical and business plans, proposed products, marketing and sales
reports, and rebates and pricing terms relative to this agreement.
6. Indemnification. Standard mutual indemnification language will be
inserted into the final agreement.
7. Assignment. Reasonable assignment/successor language will be inserted
into the final agreement.
8. Special Consideration. SiriCOMM will offer to Xxxxxxxxxxx an early
tester and/or adoption option when testing and/or deploying new
technology to include hardware and software.
9. Hot Spot Best Practices. SiriCOMM has developed documentation for
multiple 802.11 providers within one facility. This document
appropriately named "Hot Spot Best Practices" will assist users if
accessing the desired network becomes an issue. Each user will receive
an appropriate copy to reference for assistance if necessary. As well,
online directions will be available in SiriCOMM's "help" section.
This MOU is a unique offering to Xxxxxxxxxxx and all terms and conditions must
remain confidential between the parties.
This MOU constitutes the entire agreement of the parties and supersedes all
prior proposals and agreements relating to the subject matter. Each party
represents to the other that the person signing this MOU on its behalf is duly
and fully authorized to bind such party to all of its obligations herein.
ACCEPTED AND AGREED TO THIS 6 DAY OF MAY, 2004
SiriCOMM, Inc. Xxxxxxxxxxx Transportation, Inc.
Signature: /s/ Xxxxx X. Xxxxxx Signature /s/ Xxxxxx X. Xxxxxxxxxxx
Name: Xxxxx X. Xxxxxx Name Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President Title President
