Exhibit 10.36
AGREEMENT
This Agreement is made and entered into this the 18th day of May, 2002, between
View Systems/Milestone Technology, Inc., a Florida corporation ("VS-M), and
United Companies Corporation, a Nevada corporation ("UCC") establishing a
strategic partnership between both parties granting United Companies Corporation
the right and privilege of product sales and distribution for View
Systems/Milestone Technology, Inc. in the North American territory.
VS-M and UCC agree that the purpose and intent of this Agreement is for the
development, manufacturing, marketing, selling/leasing, distribution,
maintenance and service of the homeland security products developed by VS-M.
VS-M and UCC will mutually determine future alternative manufacturing
operations, which meet the business needs of this strategic partnership.
WHEREAS VS-M and UCC have agreed to support this strategic partnership and will
abide by all commitments made herein.
COVENANTS:
RIGHTS. UCC shall have the full and complete right to market, price, sell,
lease, distribute and implement customer service and product maintenance
for existing and/or future customers within the North American market
segment. The market segments initially defined for this Agreement are
governmental related agencies, state/county and municipal entities,
educational institutions, post offices, commercial office buildings,
hotels, banks, retail establishments, mass transportation entities and any
other market segments as agreed upon by the parties.
VS-M is granting to UCC the licensing right to market all VS-M products.
PRODUCT. VS-M is to provide to UCC a complete list of all. Products
and detailed descriptions, warranties and cost of goods to be sold.
PRODUCT SERVICE PLAN. See attached Exhibit "A".
DISTRIBUTORSHIP. No other license, distribution or marketing right shall
be given to any third party without the written understanding and consent
of all parties to this Agreement.
VS-M and UCC agree that should other distributors, resellers, retailers or
other forms of marketing/distribution of VS-M products covered under this
Agreement become involved within the North America territory, UCC shall
have the right, oversight and control over their pricing policies, product
availability, servicing, maintenance, training and other such distributors
shall be subject to mutually agreed upon specific terms determined by the
parties of this Agreement. VS-M is to additionally provide a list of all
existing accounts with which VS-M currently has a relationship. This is to
be made an integral part of this Agreement. VS-M is allowed to retain
existing House Accounts, a list of such entities will be given to UCC by
VS-M
PROPRIETARY INFORMATION. It is understood that in the course of business
VS-M and UCC may have a need to share proprietary information. The parties
agree to use their best efforts to prevent disclosure of information which
is clearly known and marked as proprietary to anyone other than those
individuals, approved by both parties, who have a need to know certain
information for the purpose of carrying out their obligations in
connection with this Agreement.
It is agreed that each party will furnish to the other party any
information and materials relating to the conduct of business affairs,
operations and properties of said party which may be reasonably requested
from time to time in the normal course of business.
ANNOUNCEMENTS. Either party shall have the right to announce the results
of any material events, developments, contracts, research and any other
matter related to this strategic partnership consistent with the
protection of proprietary information as provided for above, and after the
material intended for announcement has been provided to the other party
for review and comment.
OWNERSHIP RIGHTS. UCC agrees that it has no rights or claim to the
VS-M owned technology except for the distribution and marketing rights
given in this Agreement.
VS-M agrees that it has no rights or claims to UCC owned technology and
materials, or UCC developed uses of said technology or materials. However,
should a new use of the technology or materials not covered in this
Agreement by either party be discovered or implemented, said benefits and
ownership of the new use or materials shall be shared equally by both
parties.
NAME. Neither party shall use the name of the other party, it's affiliates
nor it's associates without the express written permission of the party
whose name is to be used.
TERM. This strategic partnership Agreement shall commence on the 18th
day of May 2002, and shall continue through the 18th day of May 2007.
The term of said Agreement is for a period of five (5) years unless
terminated by mutual agreement or by one hundred eighty (180) days written
notice of cancellation of this Agreement. This Agreement will be
automatically renewed for additional five (5) year terms unless notified
in writing by the parties hereto in accordance with this Agreement.
TERMINATION. Either party may terminate this Agreement at any time by
giving one hundred eighty (180) days written notice of termination to the
other contracting party. In the event of termination, parties shall work
together to equally share the financial burden caused by the termination.
NOTICES. Any notices, demands or other communications to the other
party shall be addressed to the following official addresses:
United Companies Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
View Systems/Milestone Technology, Inc.
0000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
MODIFICATIONS. The parties hereto acknowledge that this instrument sets
forth the entire agreement and understanding between VS-M and UCC as to
the subject matter hereof, and shall not be subject to any change or
modifications except by the execution of a written document subscribed to
by the parties hereto.
GOVERNING LAW. This Agreement shall be governed, interpreted and construed
in accordance with the State of Florida, with the exception of those
issues affecting the construct and effect of any patent which shall be
determined by the law of the state in which the patent was granted. The
parties hereby irrevocably consent to the exclusive and personal
jurisdiction of said courts.
SEVERABILITY. The provisions of this Agreement are separable, and in the
event any provision of this Agreement is determined to be invalid or
unenforceable under any controlling body of law, such invalidity shall not
in any way affect the validity or enforceability of the remaining
provisions hereof.
INDEMNIFICATION. VS-M and UCC hereby agree to indemnify and hold each
other party harmless from and with respect to any and all claims,
liabilities, losses, damages, costs and expenses, joint or several under
statute, common law brought against said party by third party actions.
IN WITNESS WHEREOF the parties hereto have agreed and caused this Agreement to
be executed by their duly authorized representatives, all intending to be
legally bound hereby.
AGREED, ACCEPTED AND ACKNOWLEDGED:
VIEW SYSTEMS/MILESTONE TECHNOLOGY, INC.
By: Date:
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Printed Name:
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Title:
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UNITED COMPANIES CORPORATION
By: Date:
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Printed Name: Xxxxx Xxxxxxx
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Title: President and CEO
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