Exhibit 10.20
CARDIS/SCTN MEMORANDUM OF UNDERSTANDING MOU
This MEMORANDUM OF UNDERSTANDING ("MOU") is entered into as of the August 29,
2000 by and between, Cardis Enterprises International B.V. a Netherlands company
with offices at, Xxxxxxxxxxx 00, 0000XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx ("Cardis")
and SCTN, dba Smart Chip Technologies, Inc. a Florida Corporation, with offices
at, 000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, XX 00000 ("SCT").
1. SCT is a developer of platform independent, patented and proprietary loyalty
software which it has integrated into smart card based systems.
2. Cardis is in the business of developing and commercially exploiting smart
card based cashless payment systems, including without limitation its
proprietary and patented Ultimus system, that may be integrated with and used to
enhance existing smart card based payment systems.
3. The parties are desirous of integrating their respective technologies to
develop enhanced smart card loyalty systems and to commercially exploit any
resultant technology and products.
4. The parties shall enter into a technical agreement (the "Technical
Agreement") specifying the terms, conditions and procedures for a comprehensive
analysis of the feasibility of the integration of their respective technologies.
The feasibility analysis shall include without limitation (i) analysis of the
technical feasibility of a fully integrated SCT loyalty solution with the
Ultimus smart card payment systems (ii) analysis of the ability to provide
integrated loyalty processing including audit services and analysis of the
technology requirements for such integration (iii) gap analysis setting forth
any additional technology development necessary for the integration of such
systems.
The Parties anticipate executing the Technical Agreement by December 31, 2000.
5. Concurrent to discussions regarding the Technical Agreement the Parties shall
commence discussions to establish a general working relationship for the purpose
of identifying possible commercial opportunities in North America in the smart
card payment and loyalty card market and to identify and develop mutual sales
opportunities for the joint marketing of their respective technologies and
products.
6. Subsequent to the completion of the feasibility analysis and subject to its
results and outcomes, the Parties shall commence negotiations for the purpose of
entering into a comprehensive long form agreement incorporating the terms and
guidelines set forth herein, as well as terms, conditions and other provisions
that are standard for agreements of this type (the "Agreement").
7. The Agreement as set forth herein shall contain among other provisions: (i)
terms for the licensing of the Ultimus smart card payment system for North
America; (ii) the procedure for joint business opportunities including without
limitation, the submission of joint bids and proposals to customers.
8. The Parties may upon mutual agreement issue press announcements regarding
this MOU or regarding progress in their technical or business cooperation.
9. Nothing contained in this MOU shall limit the rights of either Party to
commercially exploit any of their proprietary or licensed technology with any
third party.
10. Nothing contained herein shall act to grant any license, right or ownership
in either Party's proprietary, intellectual or licensed technology to the other.
11. The Parties agree that the Non-Disclosure Agreement ("NDA"), duly executed
by the Parties as of the date hereof, is incorporated herein as an integral part
of this Agreement and shall survive the termination of this Agreement, per the
terms set forth therein.
12. This MOU will come into force on the date first shown above and will remain
in force unless extended by a subsequent writing, until the earlier of:
12.1 signature of a binding Agreement by the Parties; or
12.2 upon 30 days written notice from either Party termination this
MOU;
12.3 expiration on, 31 December 2000.
13. This MOU is intended to express the Parties intentions to enter into a
legally binding document only and shall not be construed in any way as a legally
binding agreement.
In witness whereof, the parties have executed this MOU as of the date first
mentioned above.
Cardis Enterprises International BV Smart Chip Technologies
By: /s/ X.X. xxx Xxxxxx By: /s/ Xxx Xxxxxxxx
------------------------ ---------------------
Name: X.X. xxx Xxxxxx Name: Xxx Xxxxxxxx
Title: Director Title: President & CEO
Date: October 10,2000 Date: August 29, 2000
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