Exhibit 10.5
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement is made and entered into this 7th day of May
2001 by and between BSI2000, Inc. ("BSI'), a Colorado corporation with offices
located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and
L.C. Sistemia ("SISTEMIA"), an Italian company with offices located at 00188 -
Roma ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇.
WHEREAS, BSI designs, builds, and markets proprietary and patent pending systems
for various applications that use optical cards and wishes to team, on an
exclusive basis, with SISTEMIA for the joint purpose of introducing and
marketing and selling its software/hardware integrated optical card processing
systems (hereinafter "BOX" or "BOXes") into Italy;
WHEREAS, SISTEMIA is a systems engineering, integration, and project management
company that wishes to team, on an exclusive basis, with BSI for the joint
purpose of introducing and marketing and selling the BSI BOXes into Italy.
THEREFORE, in consideration of the mutual covenants hereinafter set forth, BSI
and SISTEMIA hereto agree as follows:
1. Strategic Alliance. The parties hereto agree to work together in good
faith, on a bilateral exclusive and best efforts basis, to develop and
market, as quickly as practical, the BOXes, developed by BSI, and possibly
modified by BSI and/or SISTEMIA, into Italy
2. Specific Exclusive Market. The parties hereto agree that SISTEMIA, and
only SISTEMIA, will have the exclusive right to market and sell any of the
products of BSI, original or modified, into Italy. BSI agrees that it will
not, during the term of this Strategic Alliance Agreement, design, market,
or sell, either solely or in partnership or cooperation with any
third-party, any optical card based products including BOXes into Italy
without the express written preauthorization of SISTEMIA. SISTEMIA agrees
that it will not, during the term of this Strategic Alliance Agreement,
design, market, or sell, either solely or in partnership or cooperation
with any third-party, any products that perform essentially similar
functions as the BOXes into Italy without the express written
preauthorization of BSI and that any products that perform essentially
similar functions as the BOXes sold into Italy will only be obtained
through BSI.
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3. Responsibilities of BSI. BSI agrees that it will use its best efforts to:
Work closely with SISTEMIA to understand the requirements of customers in
Italy in order to develop and provide, in a timely manner, manufactured
BOXes or variants that SISTEMIA can sell; Assist SISTEMIA, at its request,
in preparing marketing and training materials relative to optical cards;
and Support SISTEMLA. in any way practical to further the goal of selling
BOXes into Italy; and Modify its BOXes to meet the specific needs of the
market in Italy
4. Responsibilities of SISTEMIA. SISTEMIA agrees that it will use its best
efforts to: Work closely with BSI to educate BSI about the requirements of
customers in Italy; Keep BSI informed about its general activities in
marketing and selling BOXes into Italy; Actively market and sell the BSI
BOXes into Italy; and to Propose to act as Prime Contractor to the Italian
government and others for such sales of BOXes.
5. Ownership of Technology. The parties hereto agree that ownership of all
associated technology, already developed or to be developed, will not
change as a result of this Strategic Alliance Agreement. The parties
hereto agree that BSI will retain all rights and ownership of all software
and hardware technology and all patents, that it has already developed or
will develop, including the PC software development environment and the
realtime runtime software component of the BOXes, that is contained within
or used by the BOXes. Any application specific software developed by
SISTEMIA to operate within the BOXes of BSI shall remain the sole property
of SISTEMIA.
6. Term of Agreement. This Strategic Alliance Agreement shall become
effective on the date hereinabove first shown and the term of the
Strategic Alliance Agreement shall be for ten (10) years after the
effective date of the Strategic Alliance Agreement unless mutually
extended, in writing, by the parties hereto or canceled as allowed in
paragraph 9 titled Termination of Agreement.
7. Confidential Information. The parties hereto acknowledge that certain
business or technical information that may be disclosed by either party
hereto to the other represents valuable, proprietary, and trade secret
information that is the property of the disclosing party. Such information
includes, but is not limited to, unpublished product specification and
related technical data such as drawings, data, source computer programs,
software, and other items; customer lists; marketing plans; the internal
organization, business relationships and other affairs of the disclosing
party; and other items (hereinafter "Proprietary Information"). The
parties hereto agree, that during the course of this Strategic Alliance
Agreement, and at all times thereafter, as specified herein, to keep all
Proprietary Information confidential which disclosing parties indicate, in
writing, at the time of disclosure, to be proprietary, and to not disclose
Proprietary Information to any third party without the express written
approval of the disclosing party other than to those employees or agents
that must have access to Proprietary Information in order to effectively
perform the obligations under the Strategic Alliance Agreement. The
parties hereto each agree to take the same steps that they each utilize to
protect their own
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similar proprietary information, but in any event not less than reasonable
means, to protect all Proprietary Information received hereunder. The
obligations of the parties hereto that receive Proprietary Information, as
set forth above, shall not apply to any disclosed information that appears
in any printed or recorded public publication or that ceases to be
proprietary other than by disclosure by any party hereto; or that can be
shown, by documentary evidence, to have been in the possession of a
receiving party, prior to receipt hereunder; or that is available or
becomes available, without restriction to the receiving party, from a
source independent of the disclosing party; or that is agreed to be
unrestricted by the disclosing party in writing; or that is developed
independently by the receiving party; or that is required to be disclosed
by the recipient party by a government agency of law, so long as the
recipient party provides the disclosing party with written notice of the
required disclosure promptly upon receipt of notice of the required
disclosure; or that is not received by the receiving party, in tangible
form and conspicuously marked "proprietary", "confidential" or some such
similar designation. The obligations of the receiving party with regard to
Proprietary Information shall survive the termination or expiration of
this Strategic Alliance Agreement for a period of three (3) years.
8. Pricing. The parties hereto agree that pricing of the hardware component
of BOXes from BSI to SISTEMIA will be negotiated between the parties on a
case by case basis. The parties hereto also agree that the fee for use of
the PC software development environment and the realtime runtime software
component of the BOXes will be a royalty on all card sales into Italy and
that these royalties will be paid through LaserCard Systems Corporation of
Mountainview, California.
9. Termination of Agreement. This Strategic Alliance Agreement, other than as
limited by the above paragraph 7 titled Confidential Information, shall
automatically terminate upon the happening of any one of the following
events: (a) A party hereto ceases to actively carry on business; (b) A
party hereto fails to remedy a default of any of the terms, covenants or
conditions, contained in this Strategic Alliance Agreement, within thirty
(30) days after being requested, in writing by the other party hereto, to
do so; or (c) A party hereto becomes insolvent, exercises an assignment
for the benefit of creditors, goes into liquidation, or has a trustee
appointed for the benefit of creditors. The parties hereto agree that BSI
has the right to terminate the Strategic Alliance Agreement if sales to
third-parties in Italy through SISTEMIA are less than $ , $ , $ , and $ in
the years 2002, 2003, 2004, and 2005 respectively. In the event of
termination of. this Strategic Alliance Agreement, for any reason, each
party hereto shall return all materials to the other party hereto within
10 days of such termination.
10. Miscellaneous.
(a) Enforceability. Should any provision of this Strategic Alliance
Agreement be held by a court of law to be illegal, invalid, or
unenforceable, then the legality, validity, and enforceability of
the remaining provisions of this Strategic Alliance Agreement shall
not be affected or impaired
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thereby.
(b) Waiver. The failure of any party hereto to enforce any of the terms
and conditions of this Strategic Alliance Agreement shall not
constitute a waiver of that party's right hereunder to enforce each
and every term and condition of this Strategic Affiance Agreement or
upon reasonable notice to require correction of a default previously
waived.
(c) Governing Laws. This Strategic Alliance Agreement shall be deemed to
have been entered into and shall be interpreted and governed by the
laws of the State of Colorado.
(d) Headings. The headings used in this Strategic Alliance Agreement are
for organizational purposes only and are not to be used in the
interpretation of this Strategic Alliance Agreement.
(e) Total Agreement. This Strategic Alliance Agreement sets forth the
entire agreement of the parties hereto with respect to its subject
matter and supersedes all prior agreements, commitments, or
representations of any kind, oral or written, and may only be
amended or modified, in writing, by mutual consent of duly
authorized representatives of all of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Strategic Alliance Agreement
in two originals as of the day and year first above written.
BSI2000, Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, President
L. C. Sistemia
/s/Dott. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Dott. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, CEO
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ADDENDUM TO STRATEGIC ALLIANCE AGREEMENT
The Strategic Alliance Agreement, signed 7"' of May 2001, by and between
BSI2000. Inc. ("BSI"), Colorado corporation with offices located at ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and L. C. Sistemia
("SISTEMIA"), an Italian company with offices located at 00188 - Roma ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, is hereby amended, as agreed by BSI and SISTEMIA on 8th
of May 2001, as follows:
1. Paragraph 9 of the Strategic Alliance Agreement, titled "Termination
of Agreement", is amended so that the second sentence now reads "The
parties hereto agree that BSI and Sistemia have the right to
terminate the Strategic Alliance Agreement if sales to third-parties
in Italy through SISTEMIA are less than $ and $ in the years 2002
and 2003 respectively or less than $ per year in 2004 and beyond."
2. The parties agree that BSI will sell BOXes to SISTEMIA for the
Italian market on a cost plus basis ; and that SISTEMIA may request
that BSI modify the designs and/or utilizations of the systems
without cost to SISTEMIA.
3. BSI agrees that it will design and construct, to the best of its
abilities, application software for the BOXes as requested by
SISTEMIA for the Italian markets and that this software will be
localized in language and nomenclature for Italy. The parties agree
that title and ownership of such software will remain with BSI.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Strategic
Alliance Agreement in two originals as of the day and year first above written.
BSI2000, Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, President
L. C. Sistemia
/s/ Dott. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Dott. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Managing Director
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