Exhibit 10.8
Agreement
1.1 This Agreement binds two parties, The Concorde Trust (the Trust), a
charitable trust domiciled in Xxxxxxxx, Bermuda, and Pretory USA Inc.
(Pretory), a Nevada (USA) corporation engaged in providing security related
products and services, to fund and provide services to Norwegian People's Aid
(NPA), a non-governmental organization involved in humanitarian demining,
whose central offices are located in Oslo, Norway.
1.2 This Agreement will proceed through three phases, each of which must be
validated by the designated representatives of the Trust, NPA, and Pretory.
Phase I involves the design of the Project. Phase II focuses on the technical
aspects and the final planning of the Project. Phase III involves the
execution and conclusion of the Project.
1.3 The validation of Phase I and Phase II, if accomplished and approved by
the Trust and NPA, will be added as an exhibit to this Agreement. All related
briefing material, research, and/or supporting documentation will also be
added to this Agreement as it is presented and approved chronologically as
exhibits to this Agreement for as long as this Agreement continues in force or
until the completion of Phase III of the Project.
1.4 The designated representatives are considered to be the parties that have
executed this Agreement. If for any reason a designated representative becomes
unavailable or is changed for any reason both the Trust and NPA must approve
in writing of these changes and this acknowledgement must be added as an
exhibit to this Agreement.
2.1 Phase I requires Pretory to develop in conjunction with NPA a methodology
for a humanitarian demining Project in Sarajevo, Bosnia-Herzegovina. The
Project will be conducted for NPA and operate within the auspices of NPA and
under their direction. Pretory will provide consulting services to develop and
plan a humanitarian demining Project that will: i) positively identify the
location of mines in a confirmed minefield with mines in a known location: the
NPA Training Minefield, Sarajevo, Bosnia-Herzegovina, and, ii) positively
identify the location of mines in confirmed or suspected minefields with mines
in unknown locations around Sarajevo, Bosnia-Herzegovina (see attached
Exhibits 1-8).
2.2 Phase I of this Agreement will be concluded prior to 30 September 1999.
2.3 Prior to the conclusion of Phase I, Pretory will be responsible for
providing a complete Project briefing to both the Trust and NPA. At a minimum
the briefing should include: i) an overview of the current situation with
regard to humanitarian demining in general and more specifically with regard
to NPA activities in Sarajevo, Bosnia-Herzegovina; ii) a process for the
identification of all appropriate technologies necessary to support the
Project, including an analytical review of all known useful and commercially
available devices or technologies that can be utilized to support the proposed
Project; iii) an operational plan, including but not limited to a time
schedule, an organizational and resource plan, coordinating instructions, a
scheme of implementation, and a detailed outline of control and support
issues; and iv) a budget for Phase II of the Project.
2.4 If Phase I is approved Pretory will immediately begin Phase II.
3.1 Phase II requires a complete technical evaluation of the equipment to be
used to support Phase III of the Project and assumes that the proposed execution
of Phase III of the Project, as presented at the end of Phase I, has been
tentatively approved by the Trust and NPA. In Phase II, Pretory must demonstrate
that the technology and organizations/personnel selected to support the Project
have the ability to perform as required to successfully conclude Phase III of
the Project. NPA and the Trust will be solely responsible for the decision to
advance to Phase III and the actual implementation of the Project. The Trust and
NPA may employ whatever evaluation criteria or performance objectives they deem
fit exclusively to validate Phase II and to finalize and approve Phase III of
the Project.
3.2 Phase II of the Agreement will be completed by 31 December 1999.
3.3 Prior to the conclusion of Phase II, Pretory will be responsible for
providing a complete evaluation of all technology and equipment to be used to
execute Phase III of the Project, including i) the documented results of field
testing, ii) a demonstrated capacity to utilize, generate and evaluate the
results produced through the use of the technology and equipment selected to
provide quantifiable and qualitative results that can be evaluated as superior
to other known commercially available technologies and their use, and iii) a
demonstrated ability to present the test results in a manner that is judged to
be useful to NPA and other organizations as directed by the Trust and NPA, such
as, the United Nations Mine Action Service, and the International Center for
Humanitarian Demining.
3.4 Pretory will submit prior to the conclusion of Phase II a detailed budget
for Phase III of the Project. Again, NPA and the Trust will be solely
responsible for the decision to advance to the final Phase and the actual
Project implementation. The Trust and NPA may employ whatever evaluation
criteria or performance objectives they deem fit exclusively to finalize and
approve the Project. Pretory will be notified by 15 March 2000 if the Trust and
NPA concur with the proposed Project, and at that time will be given either the
approval or disapproval to proceed with the Project.
4.0 Pretory will be required by the Trust to submit the complete Agreement
document (the Final Agreement) with all exhibits to the Trust at the conclusion
of the final Phase of the Project. While it is recognized that Pretory will have
the responsibility to devise and manage every aspect of the Project, with the
approval of NPA and the Trust, the final Agreement document, which will include
an attractive and meaningful final presentation of the Project's results,
including a final report suitable for publication in a form generally acceptable
to international academic forums that would be interested in the results of this
Project, will be the property exclusively of the Trust, in totality. The Trust
will have the complete discretion to use the Final Agreement in any manner
desired.
5.0 Pretory will be paid $(US)400,000.00 to perform the services outlined for
Phase I of the Project. The terms of payment will be 25% payable at 90 days from
invoice with the balance payable at 120 days from invoice unless modified and
agreed to by both the Trust and Pretory. Pretory will invoice the Trust of
behalf of NPA, but may not do so until after the Phase I briefing is made and
acknowledged by the Trust and NPA. If the briefing is not made prior to 30
September 1999, Pretory forfeits the ability to invoice the Trust or NPA for any
amount.
5.1 Pretory is responsible for it own costs and expenses and will not be paid
any additional fees, charges, or any amount beyond the stated amount above,
without the consent and at the total discretion of the Trust.
5.2 The Trust will have the full responsibility to fulfill any financial terms
of this total or any portion of this Agreement on behalf of NPA, and in no
manner or condition will any financial responsibility derived from any aspect of
this Agreement be the responsibility of NPA without the specific and written
consent of NPA as attached as an exhibit to this Agreement.
5.3 The financial terms relative to the completion of Phase II will be
determined at the conclusion of Phase I given the results and recommendations of
the findings included in the Phase I briefing.
5.4 The financial terms relative to the completion of Phase III will be
determined at the conclusion of Phase II given the results and recommendations
of the findings included in the Phase II briefing.
6.0 The Trust and NPA will unilaterally have the ability to discontinue this
Project at the conclusion of any phase of the Project at their sole and
independent discretion.
7.0 Pretory will strive to fully inform the Trust and NPA of all Project
developments and will work with the Trust and NPA to create a reporting system
that provides a meaningful appraisal of the Projects status weekly. Throughout
the duration of the Project monthly reports will be provided and be added to the
Agreement as exhibits. Weekly reports need to be informative, but can be verbal
as long as all parties are satisfied with the steady flow of reliable and timely
information. The Trust and NPA will remain the exclusive judge of the
satisfactory nature of these reports.
8.0 The Trust and NPA recognize that Pretory is a "public company," and that
from time-to-time Pretory may have the desire to inform its shareholders of the
Company's activities as it relates to this Project. Pretory will provide to the
Trust and to NPA a copy of all press releases prior to their distribution for
the consideration and approval by the Trust and NPA unilaterally.
9.0 The Trust reserves the right to modify this Agreement as required excepting
payment terms and the abbreviation of time schedules at any time during the
Project. All modifications will be acknowledged by NPA and Pretory and included
as an exhibit to this Agreement as they occur chronologically.
10.0 NPA has the right for any reason to withdraw their support at any time for
any reason from this Project. Should this occur the Trust, with concurrence of
Pretory, will have the ability to carry a similar Project forward without
restriction with any other organization involved in Humanitarian Demining.
Signed and agreed to on 15 July 1999:
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Per Nergaard Xxxxxx Xxxx Xxxxxx Xxxxxxx
Norwegian Peoples Aid The Concorde Trust Pretory USA, Inc.
