PLATFORM DEVELOPMENT AGREEMENT
EXHIBIT
10.3
THIS
PLATFORM DEVELOPMENT AGREEMENT IS MADE AND ENTERED INTO AS OF THE EFFECTIVE DATE
BY AND BETWEEN:
1. NXP
SOFTWARE B.V., a private company with limited liability incorporated under the
laws of the Netherlands, having its registered office in Eindhoven, the
Netherlands, with registration number 17192886 in the trade register of the
Netherlands Chamber of Commerce and Industry for Oost-Brabant, having a
principal place of business at High Xxxx Xxxxxx 00, 0000 XX Xxxxxxxxx, the
Netherlands (“NXP SOFTWARE”); and
2. LOCATION
BASED TECHNOLOGIES INC., a company incorporated in the state of Nevada, having
its principal place of business at 0000 X. Xx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx,
00000 (“LBT”).
WHEREAS:
A. NXP
SOFTWARE develops and licenses, amongst others, real-time software GPS
technologies;
B. NXP
SOFTWARE provides, amongst others, Internet-based GPS assistance
services;
C. LBT
develops GPS based consumer products for locating persons and/or
items;
D. NXP
SOFTWARE is willing to provide licenses and services for use of its software GPS
technologies by LBT in some or all of their consumer GPS-based
products;
E. The
Parties have executed a Framework Agreement that sets forth the principal terms
under which the parties shall conduct business;
F. This
Platform Development Agreement sets forth the additional terms under which NXP
Software shall develop technologies for integration into the Technology
Platform.
SECTION
1.0 – FRAMEWORK AGREEMENT
The terms
of the Framework Agreement shall apply to this Platform Development Agreement
mutatis mutandis. In the event that any term or clause herein shall
be in conflict with any term or clause within the Framework Agreement then the
terms of this Platform Development Agreement shall prevail for the exclusive and
limited scope of this Platform Development Agreement..
ARTICLE
2.0 – PLATFORM DEVELOPMENT
2.1 Development
Activities. NXP SOFTWARE shall use commercially reasonable
efforts to undertake the development activities and to deliver the Deliverables
as set forth in the Statement of Work within Exhibit PDA1 (the “Platform
Development Activities”).
1
2.2 Timescales. NXP
SOFWARE shall use commercially reasonable efforts to undertake the Platform
Development Activities and to perform to the timescales defined within the
Milestone Schedule within Exhibit PDA1. In the event that NXP
SOFTWARE foresees that it will not be able to (i) timely meet a Milestone; or
(ii) timely deliver a Deliverable; or (iii) perform any other material
obligation in connection with this Platform Development Agreement, it shall
promptly notify LBT thereof. In the event that any material delay in
the timescales occurs or is likely to occur, the parties shall meet to determine
an appropriate period of extension of the term of the Platform Development
Activities.
2.3 Acceptance
Test. At a date to be agreed upon by the parties but no longer
than 10 days after delivery of the Deliverables, the parties will use all
reasonable efforts to perform the Acceptance Test as set forth in the Statement
of Work at NXP SOFTWARE’s premises in Redhill, the UK. In the event
the Acceptance Test has not been performed within these 10 days and this is
attributable to LBT the Acceptance Test is deemed to be accepted.
ARTICLE
3.0 - FEES
In
consideration of the activities (to be) undertaken under this Platform
Development Agreement, LBT shall pay to NXP SOFTWARE the non-refundable fees and
charges as set forth in the Milestone Schedule within Exhibit PDA1 to this
Platform Development Agreement. Individual payment milestones shall
become payable on completion of their respective Milestone
Objectives.
ARTICLE
4.0 - DURATION AND TERMINATION
4.1 Duration. This
Platform Development Agreement shall become effective as of the date that the
Framework Agreement will become effective and shall remain in effect until the
acceptance of the Deliverables in accordance to the Acceptance Test or the
expiration or termination of the Framework Agreement, whatever occurs
earlier.
ARTICLE
5.0 –INTELLECTUAL PROPERTY RIGHTS
5.1 Background Intellectual
Property Rights. All right, title and interest in and to any
and all Background Intellectual Property Rights shall remain solely and
exclusively with the respective party or its Affiliated Companies or its third
party suppliers, as the case may be.
5.2 Foreground Intellectual
Property Rights. All right, title and interest in and to
Foreground Intellectual Property Rights related to the Technology Platform shall
vest in NXP Software.
5.3 License for
Project. Each party hereby grants and shall cause its
Affiliates to grant to the other party and the other
party’s Associated Companies a non-exclusive, non-transferable,
world-wide, royalty-free license, without the right to grant sub-licenses, under
any and all Intellectual Property Rights owned or controlled by that party or
its Affiliates, solely for the purpose of performing activities necessary for
the Platform Development Activities during the term of this Platform Development
Agreement.
2
ARTICLE
6.0 – NO WARRANTY
6.1 No
Warranty. Any and all activities performed under this
Framework Development Agreement, any and all information as may be disclosed in
connection with this Framework Development Agreement and any and all
Deliverables delivered under this Framework Development Agreement shall be on an
“AS IS” basis, without any representation or warranty whatsoever. Any
and all waranties, whether express, implied or statutory, including, but not
limited to any and all warranties related to merchantability, fitness for a
particular purpose, absence of errors and/or bugs, accuracy or completeness of
results, validity, scope or non-infringement of any Intellectual Property
Rights, are expressly disclaimed.
IN
WITNESS WHEREOF, the parties have executed this Supplemental Agreement by their
duly authorized officers as of the Effective Date.
| LOCATION BASED TECHNOLOGIES INC. | NXP SOFTWARE B.V. | |||
|
By:
/s/ Xxxxxx X. Xxxxxxx
|
By:
/s/ Xxxxxx Xxxxxx
|
|||
|
Name:
Xxxxxx X. Xxxxxxx
|
Name:
Xxxxxx Xxxxxx
|
|||
|
Title:
Chief Development Officer
|
Title:
Financial Director
|
|||
| Date: February 28, 2008 | Date: 29 February 2008 |
|
Address
for notices:
|
By:
/s/ X. X. Xxx Xxxxxx
|
|||
|
|
Name:
X. X. Xxx Xxxxxx
|
|||
|
Location
Based Technologies Inc.
|
Title:
Director
|
|||
| 0000 X. Xx Xxxxx Xxxxxx | Date: 29 February 2008 | |||
| Xxxxxxx | ||||
| Xxxxxxxxxx 00000 | By: /s/ P.H.J. Xx Xxxxxx | |||
| United States |
Name:
P.H.J. Xx Xxxxxx
|
|||
|
Fax
no: x0 (000) 000-0000
|
Title:
Director
|
|||
| Date: 29 February 2008 | ||||
| Address for notices: | ||||
| Attention: Xxxxxx Xxxxxx | ||||
| NXP Software X.X. | ||||
| Xxxx Xxxx Xxxxxx 00 | ||||
| 0000 XX | ||||
| Eindhoven | ||||
|
Fax
no: x00 00 00 00000
|
3
EXHIBIT
PDA1
Statement of
Work
NXP
SOFTWARE will accelerate its Sy.sol based swGPS A-GPS product
roadmap. NXP SOFTWARE and LBT intent to integrate the swGPS
technologies to provide a Technology Platform for LBT to build their
PocketFinder products upon. NXP Software intents to make deliveries
in accordance with the Milestone Schedule detailed below.
Milestone
Schedule
|
#
|
Description
|
Acceptance
Criteria
|
Date
|
Value
EUR
|
|
1
|
Signature
of this Platform Development Supplemental Agreement
|
Agreement
Signature
|
27/02/2008
|
46,525
|
|
2
|
Delivery
of Arikara Embedded DSP engine to SMS Data Systems GmbH
|
As
defined within the Arikara product specification v1 §3.1
|
28/02/2008
|
93,050
|
|
3
|
Availability
of development server for integration with LBT’s
servers. Delivery of service API documentation
|
Delivery
of API documentation and availability of service over IP
connection
|
03/03/2008
|
46,525
|
|
TOTAL
|
186,100
|
