Exhibit 10
MEMORANDUM OF UNDERSTANDING
BETWEEN
XXXXXXX XXX, INC., ON BEHALF OF ITS WHOLLY OWNED SUBSIDIARY,
SILICON FILM TECHNOLOGIES, INC.
AND
APPLIED COLOR SCIENCE, INC.
1. PURPOSE.
Xxxxxxx Xxx, Inc., on behalf of its wholly owned subsidiary, SILICON FILM
TECHNOLOGIES, INC. (hereinafter referred to as SILICON) has developed
technology that enables a conventional 35mm single reflex camera to
capture, store, manipulate, display and transfer digital images without any
modification to the camera. This technology will sometimes be referred to
herein as its electronic film system. Further research and development,
testing, evaluation and deployment of this technology is needed to produce
a commercialized product and requires skill and expertise in the digital
imaging industry. APPLIED COLOR SCIENCE, INC. (hereinafter referred to as
APPLIED COLOR) has the skill and expertise in the digital imaging arena
backed by 26 years of experience. Both parties seek to collaborate in a
joint venture for their mutual benefit in the pursuit of this goal.
Therefore, this Memorandum of Understanding (MOU) sets forth certain
understandings in the contemplation of the signing of a definitive joint
venture agreement to include the following terms:
2. SERVICES TO BE PERFORMED. SILICON and APPLIED COLOR will enter into a
definitive joint venture agreement within thirty (30) days from the
execution of this MOU whereby APPLIED COLOR will further develop, test,
evaluate and deploy SILICON's technology to produce a fully functional
pre-production prototype of its electronic film system.
3. INTELLECTUAL PROPERTY. At the same time of the execution of the joint
venture agreement, SILICON will enter into a licensing agreement with
APPLIED COLOR for the use of its technology underlying SILICON's patents in
the performance of its services. APPLIED COLOR shall not have any rights
whatsoever to the intellectual property, confidential information, or trade
secrets of SILICON. Any technology that is conceived or developed out of
the performance of the services provided by APPLIED COLOR, whether
patentable or not, shall be the property of SILICON and all rights, title
and interest therein shall be assigned to SILICON. The prototype shall also
be the exclusive property of SILICON.
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4. SILICON WAFERS. SILICON will allow APPLIED COLOR the use of three silicon
wafers in the performance of its services.
5. PAYMENT. In exchange for the performance of the services, APPLIED COLOR
will receive consideration to be determined at a later date. APPLIED COLOR
will agree to waive $11,000 of outstanding invoices due SILICON.
6. EXPENSES. APPLIED COLOR will be responsible for all expenses incurred in
the performance of the services contemplated unless otherwise agreed to in
writing by both parties.
7. EFFECTIVE DATE. This MOU may be executed in two or more identical
counterparts, all of which shall become effective when counterparts have
been signed by each party and delivered by facsimile transmission to the
other party.
8. EXPIRATION. This MOU will expire upon the earlier of thirty (30) days from
the effective date or upon the execution of a joint venture agreement
between the parties but may be terminated at any time by mutual written
agreement of both parties.
AGREED TO BY:
Xxxxxxxxx X. XxXxxx Xxxxxxx Xxxxxx
President President
Xxxxxxx Xxx, Inc., on behalf of its Applied Color Science
wholly owned subsidiary, Silicon Film 25695 La Cima
Technologies, Inc. Laguna Niguel, CA 92677
00 Xxxx Xxxxxxxx Xxxxxx Phone: 000-000-0000
Xxxxxxxx, XX 00000 Fax: 000-000-0000
Phone: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxxxxxx X. XxXxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxxxxx X. XxXxxx Xxxxxxx Xxxxxx
8/10/06 8/11/06
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Date Date
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