CONFIDENTIAL SETTLEMENT AGREEMENT
EXHIBIT
10.28
NOTE:
CERTAIN
PORTIONS OF THIS AGREEMENT HAVE BEEN OMMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
RULE 24b-2. THE LOCATIONS OF THESE OMISSIONS ARE INDICATED THROUGHOUT THE
AGREEMENT BY THE FOLLOWING MARKINGS: [***].
CONFIDENTIAL
SETTLEMENT AGREEMENT
The
undersigned, Pro Tech Monitoring, Inc., a Delaware corporation with a
principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx
(“Pro Tech”), and iSECUREtrac, a Delaware corporation with a principal
place of business at 0000 Xxxxx 000xx Xxxxxx,
Xxxxx, Xxxxxxxx (“iSt”), hereby enter into this Settlement Agreement
(“Agreement”), based on Xx. Xxxxx Xxxxxx’x (mediator) proposal, which has a
date of October 17, 2007.
|
A.
|
RECITALS
|
1. On
March 8, 2007, Pro Tech filed a lawsuit against iSt in the
United States District Court for the Middle District of Florida (the
“Lawsuit”). The Lawsuit is currently styled Pro Tech
Monitoring, Inc. v. iSECUREtrac Corp.,
Case
No. 8:07-cv-00422-SDM-TBM. In this Lawsuit, Pro Tech alleged that iSt
infringed and continues to infringe U.S. Patent No. 5,731,757, issued
March 24, 1998, entitled “Portable Tracking Apparatus for Continuous
Position Determination of Criminal Offenders and Victims” (the
“’757 patent”), and Pro Tech sought a permanent injunction and
damages. iSt denied infringing the ’757 patent, asserted defenses
contending the ’757 patent was invalid and unenforceable, and counterclaimed for
declarations of non-infringement, invalidity, and unenforceability of the ’757
patent.
2. The
parties have entered into this Agreement to compromise, settle, and dispose
of
all disputes that the parties asserted or could have asserted in the
Lawsuit.
3. Pro Tech
and iSt understand and agree that, by entering into this Agreement and providing
the consideration that is set forth in the Agreement, they are settling claims
that are contested and disputed. Therefore, the parties have entered into this
Agreement to compromise and settle all claims and disputes now at issue in
this
Lawsuit.
4. In
consideration of the promises, mutual covenants, and agreements hereinafter
set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Pro Tech and iSt agree to the
specific terms, conditions, and considerations described more particularly
and
in the attached exhibits.
|
B.
|
DEFINITIONS
|
1. As
it is
used in this Agreement, the term “Pro Tech” refers to and includes
Pro Tech Monitoring, Inc., as well as all of its subsidiaries, affiliates,
employees, officers, directors, representatives, agents, successors and assigns,
and all other persons acting on its behalf.
2. As
it is
used in this Agreement, the term “iSt” refers to and includes iSECUREtrac
Corporation, as well as all of its subsidiaries, affiliates, employees,
officers, directors, representatives, agents, successors and assigns, and all
other persons acting on its behalf.
3. As
it is
used in this Agreement, the term “Accused Products” refers to iSt’s 2150 (only
those units having cellular capability), 2250, and 5000 product models,
including revisions thereof, that are deployed in the
United States.
4. As
it is
used in this Agreement, the term “PTU” refers to the apparatus of the Accused
Products adapted to communicate with a body worn device and comprising a housing
enclosing a Global Positioning System receiver. In no event shall the term
PTU
be defined, interpreted, construed, or deemed to refer to a body-worn device
or
cuff, a base station or charger, a sever-side component, software, or any other
apparatus utilized in conjunction with the Accused Products.
5. The
term
“Equivalents” as it is used in this Agreement and in connection with an
identified component or structure shall mean those components or structures
that
are equivalent to the identified component or structure according to the
doctrine of equivalents as used and defined in the patent laws of the
United States, including Chapter 35 of the United States Code and
related decisions of the Federal Courts of the United States.
2
6. The
term
“Components to be Eliminated” as it is used in this Agreement shall mean the
[***].
7. The
term
[***]
as it is
used in this Agreement shall mean [***].
Notwithstanding the foregoing, in no event shall the term [***]
as it is
used in this Agreement be defined, interpreted, construed, or deemed to include
(i) electronic components designed primarily for the purpose of detecting
location, tampering, or proximity to another device, (ii) electronic
components designed primarily for the purpose of communicating with another
device, (iii) electronic components designed to serve a primary function
other than [***] or (iv) any component or part presently in the PTU of the
Accused Products other than the Components to be Eliminated.
8. The
term
“Relevant Claims”, as it is used in this Agreement shall mean claims 1, 10
and 16 of the ’757 patent.
9. The
term
“Patent Change Date” shall mean the earlier of i) the expiration date of
the ’757 patent, ii) the date on which the United States Patent and
Trademark Office or a court of competent jurisdiction declares invalid or
unenforceable any of the Relevant Claims, and iii) the date on which the
United States Patent and Trademark Office or a court of competent
jurisdiction substantively amends any of the Relevant Claims.
3
10. The
term
“Acceptance Date” as it is used in this Agreement shall mean November 27,
2007.
|
C.
|
AGREEMENTS
AND REPRESENTATIONS
|
1. Settlement
Fee.
By no
later than the Acceptance Date, iSt will pay into the Trust Account of
Pro Tech’s counsel the amount of eight hundred thousand dollars
($800,000.00).
2. VB
Units.
iSt
will order 400 MEMS 3000 VB units (“MEMS Units”) at a price of one thousand five
hundred dollars ($1,500) each to be paid and delivered in 2007. iSt has the
option to order within one year of the Acceptance Date an additional 400 MEMS
Units at a price of one thousand five hundred dollars ($1,500) each. Any
payments under this section are to be paid upon delivery. In addition to
providing the MEMS Units, Pro Tech shall, at no additional costs, provide
iSt with i) all server-side hardware and software required for iSt to
install and utilize the MEMS Units, ii) on-site installation and
configuration services reasonably requested by iSt, iii) technical support
and software maintenance for all hardware and software provided for a period
of
one year following delivery (“Initial Maintenance Term”) and, iv) after the
Initial Maintenance Term, technical support and software maintenance at a price
at least as low as the lowest price Pro Tech charges, and upon terms at
least as favorable as Pro Tech offers, others for equivalent support and
maintenance. Further, Pro Tech agrees to offer and sell i) all
accessories, disposables, service parts, and maintenance parts available or
required for the MEMS Units, and ii) repair and maintenance services for
the MEMS Units, to iSt for as long as Pro Tech offers, provides, or sells
such products and services to others and upon terms at least as favorable as
Pro Tech offers or charges others for equivalent products and services. An
order form and price list for the MEMS Units are attached to this Agreement
as
Exhibit C. However, the parties agree that, to the extent there is any
conflict or inconsistency between the terms of this Agreement and the terms
of
Exhibit C, the terms of this Agreement shall be binding and prevail, and
the inconsistent or conflicting terms of Exhibit C shall have no
effect.
4
3. Modification
of PTUs of the Accused Products.
Within
ten (10) months of the Acceptance Date, iSt will alter all units of the PTUs
of
the Accused Products available for sale, in the field “on-leg,” and spare units,
to eliminate or disable the Components to be Eliminated. All units of the
Accused Products with PTUs so altered shall be referred to as “Modified Units.”
All units of the Accused Products with PTUs not so altered shall be referred
to
as “Unmodified Units.” iSt further agrees that it shall not add or re-enable any
[***]
back
into any Modified Unit in the United States prior to the Patent Change
Date. Should the United States Patent and Trademark Office or a court of
competent jurisdiction substantively amend any of the Relevant Claims, and
should iSt subsequently add a [***]
back
into any Modified Unit deployed in the United States, and should Pro Tech
thereafter, upon proper investigation and due diligence, determine that such
Modified Unit infringes a remaining or amended claim of the ’757 patent,
this Agreement shall not bar Pro Tech from instituting infringement
litigation with respect to such Modified Units.
4. Inspection.
iSt
will provide Pro Tech with due opportunity to inspect a representative
sample PTU of a Modified Unit of each Accused Product, and upon promptly
confirming that the PTU has been modified according to the terms and conditions
of this Agreement, Pro Tech shall affirm explicitly and in writing that
products with PTUs so modified do not infringe the ’757 patent.
Pro Tech shall inspect such sample PTU within fourteen (14) days of iSt’s
notice of opportunity to do so (“Inspection Period”). Should, upon inspection,
Pro Tech determine in good faith that the PTU has not been modified
according to the terms and conditions of this Agreement, Pro Tech shall
provide iSt written notice describing in reasonable detail the basis for its
conclusion (“Noncompliance Notice”) within five (5) business days of such
inspection (“Affirmation Period”). Should Pro Tech fail to inspect such
sample PTU within the Inspection Period or fail to provide (i) a written
affirmation of non-infringement in the form attached hereto as Exhibit B
(“Compliance Notice”) or (ii) a Noncompliance Notice within the Affirmation
Period, such failure shall be deemed an explicit affirmation that units with
PTUs so modified do not infringe the ’757 patent and no such unit shall be
considered an Unmodified Unit subject to penalty under paragraph 5 (Penalty
for Unmodified PTUs) herebelow.
5
5. Penalty
for Unmodified PTUs.
For all
Unmodified Units in the United States that are “on-leg” after two (2)
months from the Acceptance Date, iSt will pay directly to Pro Tech an
amount of two and a half percent (2.5%) of the amount actually collected by
iSt
for daily use of such Unmodified Unit beginning two (2) months from the
Acceptance Date and ending ten (10) months from the Acceptance Date or when
such
Unmodified Unit is taken “off leg” or modified according to the terms and
conditions of this Agreement or the Patent Change Date, whichever occurs sooner.
For all Unmodified Units “on-leg” after ten (10) months from the Acceptance
Date, iSt will pay Pro Tech, as a penalty and sole remedy, [***] beginning
ten (10) months from the Acceptance Date and ending twelve (12) months from
the
Acceptance Date or when such Unmodified Unit is taken “off leg” or modified
according to the terms and conditions of this Agreement or upon the Patent
Change Date, whichever occurs sooner. For all Unmodified Units “on leg” after
twelve (12) months from the Acceptance Date, iSt will pay Pro Tech, as a
penalty and sole remedy, [***] beginning twelve (12) months from the Acceptance
Date and ending when such Unmodified Unit is taken “off leg” or modified
according to the terms and conditions of this Agreement or upon the Patent
Change Date, whichever occurs sooner. All payments under this section are to
be
paid monthly.
6
6. Stipulation
of Dismissal with Prejudice.
By no
later than the Acceptance Date, Pro Tech’s and iSt’s counsel of record in
the Lawsuit shall sign the Stipulation of Dismissal attached as Exhibit A.
The parties agree that Pro Tech’s counsel will file a copy of
Exhibit A with the United States District Court for the Middle
District of Florida for entry in the Lawsuit. Each party in the Lawsuit shall
bear its own attorneys’ fees and court costs.
7. No
Interpretation of the ’757 Patent, Admission of Liability, or Waiver of Defense,
Counterclaim or Cross Claim.
Pro Tech and iSt agree that they are entering into this Agreement without
admission of liability and solely to avoid the expense and uncertainty of
litigation, and to buy peace as to matters as of the Acceptance Date.
Accordingly, nothing in this Agreement shall be deemed, interpreted, or
construed to (i) admit that any device does or does not infringe any claim
of the ’757 patent or otherwise serve as an admission of liability,
(ii) serve as an interpretation or construction of any portion of the ’757
patent in any future litigation between the parties or otherwise,
(iii) admit that any structure, component or device is or is not equivalent
to any structure identified in the ’757 patent under the doctrine of
equivalents, 35 U.S.C. § 112(6), or the decisions of the Federal
Courts of the United States of America, (iv) serve as an admission of
validity or invalidity, or enforceability or unenforceability of any claim
of
the ’757 patent, or (v) waive or otherwise preclude any defense,
counterclaim, or cross claim raised, or that may be raised, by any party hereto
in future litigation. Notwithstanding the foregoing, the parties agree that
any
Compliance Notice duly executed by Pro Tech or explicit affirmation made or
deemed made by Pro Tech pursuant to section C(4) (Inspection) of this
Agreement shall be a binding admission by Pro Tech that iSt products so
modified do not infringe any claim of the ’757 patent.
7
D. MUTUAL
RELEASES
1. Pro Tech
and iSt, for themselves and their officers, directors, shareholders, attorneys,
and employees, hereby forever and irrevocably release, and forever and
irrevocably mutually discharge, each other and their officers, directors,
shareholders, attorneys, and employees from any and all manner of liabilities,
accounts, debts, contracts, damages, including past damages, claims, and causes
of action that each party may have, now has, or might have had whether known
or
unknown, against each other prior to the Acceptance Date, including but not
limited to any and all such manner of liabilities, accounts, debts, contracts,
damages, including past damages, claims, and causes of action arising out of
the
transactions and occurrences that are the subject of the Lawsuit, the Accused
Products, or any conduct related thereto occurring prior to the Acceptance
Date.
E.
REPRESENTATIONS
AND WARRANTIES
1. No
Undocumented Representations.
Each
party to this Agreement expressly warrants and represents that, in entering
into
this Agreement, it is not relying on any promise, agreement or statement,
whether oral or written, that is not fully set forth in this Agreement.
Specifically, each of the parties acknowledges that it is not relying on any
promise, agreement or statement, whether written or oral, in entering into
this
Agreement: (i) that has been made by a party to this Agreement; or
(ii) that has been made by any representative or agent of a party to this
Agreement, and which is not set forth, in full, in the terms of this
Agreement.
8
2. Independent
Judgment.
Pro Tech and iSt are relying on their own independent judgment in entering
into this Agreement. Each of the parties understands that this Agreement shall
operate as a full, complete and final release and settlement of any and all
of
their claims against each other in the Lawsuit, as set forth above.
3. No
Previous Assignment.
The
parties represent and warrant that they have not made any previous assignment
before the Acceptance Date of this Agreement of any of the claims and causes
of
action, in whole or in part, that they have released in this
Agreement.
4. Components
to be Eliminated.
iSt
represents and warrants that the Components to be Eliminated are the only
[***]
in the
PTUs of the Accused Products.
5. Ongoing
Royalty.
The
parties represent and warrant that they will bargain in good faith for a period
of at least four months following the effective date of this Agreement regarding
an ongoing royalty. The parties further agree that, should they enter into
an
ongoing royalty agreement, any product or unit subject to such an agreement
would not be subject to any additional royalty or penalty pursuant to any
provision of this Agreement including, without limitation, section C(5)
(Penalty for Unmodified PTUs).
6. Most
Favorable Terms for MEMS Units.
Pro Tech represents and warrants that the prices and terms in
Exhibit C relating to MEMS Units are at least as low as the lowest prices
Pro Tech charges, and at least as favorable as the most favorable terms
Pro Tech offers, others for equivalent products and services. Pro Tech
further represents and warrants that, should it offer or sell equivalent
products or services to others at lower prices, or upon terms more favorable
to
the buyer, than those listed in Exhibit C, Pro Tech shall so notify
iSt and shall offer to sell iSt those products and services at the lower price
or upon the more favorable terms.
9
7. No
Challenge Provision.
iSt
agrees that, Prior to the Patent Change Date, it will not (i) directly or
indirectly initiate, or encourage third parties to initiate, legal or
administrative proceedings to contest the validity of the ’757 patent or
(ii) make public comments referencing the ’757 patent (“No Challenge
Provision”). This No Challenge Provision, however, shall not apply, and shall
not limit or restrict iSt in any way whatsoever, should Pro Tech institute,
or should iSt otherwise have a reasonable apprehension of, litigation or
administrative or other legal proceedings against iSt asserting this Agreement,
the ’757 patent (or any patent, application or instrument claiming priority to
the ’757 patent), or any other agreement, notice or instrument addressing or
relying on, the ’757 patent or this Agreement. Furthermore, nothing in this No
Challenge Provision shall prevent, limit or restrict iSt from responding to
discovery or similar requests, or commenting on the validity of the ’757 patent
should litigation or other legal proceedings be instituted between Pro Tech
and third parties provided, however, that such proceedings were not initiated
at
the encouragement or direction of iSt.
F.
MISCELLANEOUS
1. Severability.
The
parties each intend that if, for any reason, any specific part, term, paragraph
or provision of this Agreement is determined to be illegal or invalid, in whole
or in part, then the remaining valid and legal portions of the Agreement shall
continue in full effect and shall be fully enforced.
2. Multiple
Counterparts.
This
Agreement may be signed in multiple counterparts or with detachable signature
pages, and may also be signed via fax, provided that any fax signature shall
ultimately be replaced with an original signature. All signed multiple
counterparts of the Agreement, if any, shall be construed together and shall
be
effective as if all signed in one, unified document.
10
3. Binding
Effect.
The
parties agree and acknowledge that all of the terms of this Agreement are
contractual and not mere recitals, and that the terms of this Agreement shall
be
binding on Pro Tech and iSt.
4. No
Adverse Inference from Drafting.
The
terms and provisions of this Agreement were arrived at by mutual negotiations
among Pro Tech and iSt, with assistance from their respective officers,
attorneys, and representatives. Therefore, no ambiguity, if any, in this
Agreement that may arise in the future shall be interpreted against or adversely
to a party based upon the party or attorney who may have originally drafted
the
language of any term or provision that is included in the
Agreement.
5. Choice
of Laws.
This
Agreement and questions thereunder shall be governed by the law of Florida,
and
each party agrees to submit to the exclusive jurisdiction of the District Court
for the Middle District of Florida, Tampa Division.
6. Confidentiality.
It is
expressly agreed by Pro Tech and iSt, and by their respective lawyers,
agents, partners, employees and all other persons acting at their direction
or
on their behalf, that the terms of this Agreement (and the negotiations,
discussions, and correspondence that led up to this Agreement) shall remain
confidential and shall not be disclosed to the media or to any other person,
entity, agency or company, except as expressly required by law, the reporting
requirements of the IRS, the U.S. Securities and Exchange Commission, or the
Financial Services Authority. Notwithstanding the foregoing: (a) each party
may disclose information about the Agreement itself to its attorneys,
accountants, or agents if necessary for business purposes, if the disclosing
party advises the recipient of the confidential nature of such information
and
the requirement for confidentiality; (b) each party may also disclose
information about the Agreement after having obtained prior written consent
of
the other party;
and (c) each party may also disclose the fact that this Lawsuit has been
settled and dismissed as disclosed in the publicly-filed Stipulation and Order
of Dismissal. Pro Tech and iSt also expressly agree and acknowledge that
they will not use or disclose to third parties the content of any settlement
negotiations, drafts or settlement correspondence, mediation statements, or
any
confidential or proprietary information they received during this
Lawsuit.
11
SIGNATURES:
Pro Tech
Monitoring, Inc.
| By: /s/ Guy Greitser | Date: 11/27/2007 | ||
|
Name:
Guy
Greitser
|
|||
|
Title:
Director
|
|||
| iSECUREtrac Corporation | |||
| By: /s/ Xxxxx X. Xxxxxx | Date: 27 Nov 07 | ||
|
Name:
Xxxxx
X. Xxxxxx
Title:
CEO
|
12
EXHIBIT A
UNITED
STATES DISTRICT COURT
MIDDLE
DISTRICT OF FLORIDA
TAMPA
DIVISION
PRO
TECH
MONITORING, INC.,
|
Plaintiff/Counter-Defendant,
|
Case
No. 8:07-cv-00422-23-SDM-TMB
|
|
v.
|
|
|
ISECURETRAC
CORPORATION,
|
Judge
Xxxxxx X. Xxxxxxxx
|
|
Defendant/Counter-Plaintiff.
|
|
|
_____________________________________/
|
STIPULATION
OF DISMISSAL
IT
IS
HEREBY STIPULATED AND AGREED by and between Plaintiff/Counter-Defendant
Pro Tech Monitoring, Inc. (“Pro Tech”), and
Defendant/Counter-Plaintiff iSECUREtrac Corporation (‘iSt”) that, pursuant to
Rule 41(a)(l)(ii), Fed. R. Civ. P., Pro Tech’s claims against iSt and
iSt’s claims against Pro Tech in the above-captioned action be, and hereby
are, dismissed with prejudice. Pro Tech and iSt agree and represent
that:
1. The
parties have entered into a Confidential Settlement Agreement executed on
November 27, 2007 (“Agreement”).
2. This
stipulation is expressly conditioned on the terms and conditions of the
Agreement executed by the parties.
3. The
Court
shall retain jurisdiction, pursuant to Kokkonen v.
Guardian Life Ins. Co. of America,
000 X.X. 000, 114 S. Ct. 1673 (1994) and the inherent authority of the
Court over the subject matter of this action and the Agreement for purposes
of
construing and enforcing the Agreement.
13
4. Each
party will bear its own costs and attorneys’ fees for this action.
Agreed
To
and Accepted By:
| By: | By: | ||
|
Xxxxxxx
X. Xxxxxxx
|
Xxxxxx
X. Xxxxxxxxx
|
||
|
Xxxx
X. Xxxxx
|
Xxxxxx
X. Xxxxx
|
||
|
Xxxxx
X. Xxxxxxxxx
|
Xxxxxxxxxxx
X. Xxxx
|
||
|
Xxxxx
X. Xxxxxxx
|
Xxxxxxx
X. Xxxxxxxx
|
||
|
XXXXXX
XXXXX XXXXXX & XXXXX
|
XXXXXXX
FIELDS, P.A.
|
||
|
NBC
Tower - Suite 3600
|
Corporate
Center Three at International
|
||
|
000
Xxxxx Xxxxxxxxx Xxxxx Xxxxx
|
Xxxxx
|
||
|
Xxxxxxx,
Xxxxxxxx 00000-0000
|
4221
West Boy Scout Boulevard
|
||
|
(000) 000-0000
(phone)
|
Xxxxx,
Xxxxxxx 00000-0000
|
||
|
(000) 000-0000
(facsimile)
|
ATTORNEYS
FOR
|
||
|
DEFENDANT/COUNTER-
|
|||
|
PLAINTIFF
|
|||
|
Fla.
Bar No. 0969930
Xxxx
X. Xxxxxxxx
Fla.
Bar No.0018106
XXXXXX
& XXXXXX, P.A.
00000
00xx Xxxxxx
Xxxxx
Xxxxx,
XX 00000
ATTORNEYS
FOR
PLAINTIFF/COUNTER-DEFENDANT,
PRO
TECH MONITORING, INC.
SO
ORDERED this _____ day of _______________, 2007
|
|||
|
Xxxxxxxxx
Xxxxxx X. Xxxxxxxx
United
States District Judge
|
|||
14
EXHIBIT B
COMPLIANCE
NOTICE
The
undersigned, Pro Tech Monitoring, Inc., a Delaware corporation with a
principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx
(“Pro Tech”) hereby gives this Compliance Notice to iSECUREtrac, a Delaware
corporation with a principal place of business at
0000 Xxxxx 000xx Xxxxxx,
Xxxxx, Xxxxxxxx (‘iSt”) pursuant to the certain Settlement Agreement entered
into between Pro Tech and iSt on November _____, 2007.
A. RECITALS
1. On
November _____, 2007, Pro Tech and iSt entered into a Settlement
Agreement (the “Agreement”) for the purpose of resolving litigation and disputes
concerning allegations of iSt’s infringement of U.S. Patent No. 5,731,757,
issued March 24, 1998, entitled “Portable Tracking Apparatus for Continuous
Position Determination of Criminal Offenders and Victims” (the
“’757 patent”).
2. Pursuant
to the Agreement iSt has provided Pro Tech with due opportunity to inspect
a representative sample of certain iSt products modified as specified herein
and, upon promptly confirming that such sample has been modified according
to
the terms and conditions of the Agreement, Pro Tech now explicitly affirms
that iSt products so modified do not infringe the ’757 patent.
B. NOTICE
On
__________, _____, the undersigned, on behalf of, and authorized by,
Pro Tech had due opportunity to inspect, and did so inspect, a
_________________________________
_____________________________________________
____________________________________________________________ bearing serial
number ________________
___________________ (the “Unit”). iSt represents the Unit has been modified as
follows:
_____________________________________________________________________
_________.
Pro Tech has inspected the Unit, confirmed that such modification has
occurred, and hereby explicitly acknowledges that units so modified do not
infringe any claim of the ’757 patent.
|
Pro Tech
Monitoring, Inc.
|
iSECUREtrac
Corporation
|
|||
| By: | Date: __________ | By: | Date: __________ | |
|
|
|
|||
|
Name:
|
Name:
|
|||
|
|
|
|||
|
Title:
|
Title:
|
|||
|
|
|
15
Exhibit C
November 13,
2007
0000 X. 000xx
Xxxxxx
Xxxxx,
XX
00000
Dear
Sirs,
Re:
Elmo-Tech
Software and Hardware Price List
Attached
please find our pricing for MEMS3000 monitoring software and extended
warranty.
Initial
400 MEMS3000 VB units will be provided with a 12 months warranty
FOC. Items not covered under the warranty and extended warranty, losses and
damages, are priced according to the attached pricelist.
Returned
equipment that is found damaged after internal RMA procedures will, unless
specifically instructed otherwise be fixed and charged accordingly.
MEMS
alcohol sensor calibration is not covered under the agreement. iST can either
purchase the calibration kit and perform the calibration independently, or
ship
units that require calibration to ElmoTech per the price in the attached
pricelist. According to manufacturing recommendations, the MEMS should be
calibrated every 6 months.
Unless
otherwise specified in our agreement, payment terms are
NET 30.
Shipments
are per CIF delivery conditions (INCOTERMS 2000).
Please
do
not hesitate to contact me if you need any other clarifications.
Yours
sincerely,
Guy
Greitser
16
Exhibit
C
Part
1 - Monitoring System Pricing (MEMS3000 monitoring module)
|
System
set
up
|
SW
& HW
License
year1
|
SW
& HW
License
year2
and
above
|
Maintenance
and
support year2 and
above
|
Remarks
|
||||||||||||
|
MEMS
3000
|
FOC
|
FOC
|
FOC1
|
$
|
10,000
|
1Licensed
up to 800 offenders
|
||||||||||
|
Monitoring
System
|
xxxxxxxx0
|
2All
software and hardware related issues that pertain to the ElmoTech
system
are covered. Hardware and 3rd
party software is covered
|
||||||||||||||
17
Exhibit C
Part
2 - Hardware & 3rd Party
SW:
|
Ln
|
Internal
PN
|
Description
|
Quantity
|
Remarks
|
||||
|
1
|
38010014
|
Cabinet
SYS US High Availability
|
1
|
|||||
|
3
|
38110002
|
UPS
Net Management Card AP9617
|
1
|
|||||
|
4
|
38110006
|
UPS
3000 RM3U 120V
|
1
|
|||||
|
7
|
6411060
|
ASSY
TOP FOR ACTUATOR USB BOX
|
2
|
ElmoTech
Proprietary for modem resets
|
||||
|
8
|
381 0605
|
MODEM
V.92 56K USR5686E for US
|
10
|
|||||
|
9
|
40111063
|
METAL
RACK FOR ACT. MODEMS USR-1
|
2
|
ElmoTech
Proprietary for modems in cabinet
|
||||
|
10
|
382900014
|
PowerCord
1FT US
|
15
|
|||||
|
11
|
38150006
|
SWITCH
- 10/100 19” 24 PORT
|
1
|
|||||
|
12
|
38390005
|
Backup
PC
|
1
|
For
daily DB backups
|
||||
|
13
|
100101116
|
MODEM
GSM SIEMENS TC-65
|
2
|
Cellular
modes for text messaging
|
||||
|
14
|
381200010
|
SUN
V210,
2xCPU,2GBRAM, 2x 72GBHD
|
1
|
Main
servers, 2 CPU, memory - 2 GB RAM and 2 hard drives with 72 GB
each
|
||||
|
16
|
38380002
|
LICENSE
- SUN Solaris Instl. Pack
|
1
|
|||||
|
18
|
38380003
|
LICENSE
FOR WIN. 2003 server
|
1
|
|||||
|
21
|
38180006
|
Dell
PowerEdge 1950 for DCC
|
1
|
DCC,
1 CPU, 1 GB RAM, 2 power supplies,
2 hard
drives, 000 XX each in RAID 1
configuration
|
18
Exhibit C
Part
3 - MEMS3000 VB Extended Warranty:
All
newly
purchased equipment comes with a 12 months warranty. MEMS3000 VB kit
extended warranty (including MEMS3000 VB receiver) is $200 per year per
unit. Items not covered under the warrant and extended warranty, losses and
damages, are priced according to the attached pricelist.
MEMS3000
VB Receivers (damages)
|
Item
|
Price
($)
|
|||
|
CPU
board replacement
|
410.0
|
|||
|
CPU
board repair
|
130.0
|
|||
|
CPU
Micro PIC replacement
|
55.0
|
|||
|
CPU
I.C. flash replacement
|
40.0
|
|||
|
CPU
modem replacement
|
150.0
|
|||
|
Battery
lithum 3V 190mA 3pin
|
20.0
|
|||
|
Battery
7.2V 3.6A NIMH replacement
|
90.0
|
|||
|
RF
board replacement
|
110.0
|
|||
|
RF
board repair
|
65.0
|
|||
|
RF
board calibration
|
35.0
|
|||
|
IR
board replacement
|
45.0
|
|||
|
IR
board repair
|
30.0
|
|||
|
Camera
replacement
|
170.0
|
|||
|
Camera
board replacement
|
110.0
|
|||
|
Camera
board repair
|
50.0
|
|||
|
Camera
main chip (OV528-T64) replacement
|
85.0
|
|||
|
Camera
slave chip (OV7640-T28) replacement
|
80.0
|
|||
|
Camera
lens replacement
|
35.0
|
|||
|
Antenna
318 loop replacement
|
30.0
|
|||
|
Antenna
Xxxxx replacement
|
30.0
|
|||
|
Power
Supply replacement
|
55.0
|
|||
|
Plastic
base replacement
|
30.0
|
|||
|
Plastic
Cover replacement
|
45.0
|
|||
|
Plastic
back cover replacement
|
40.0
|
|||
|
Plastic
camera holder replacement
|
30.0
|
|||
|
Plastic
cap tube replacement
|
45.0
|
|||
|
Rubber
tube blow replacement (including metal tubes)
|
55.0
|
|||
|
Mirror
replacement
|
25.0
|
|||
|
BTI
board replacement
|
615.0
|
|||
19
Exhibit
C
|
Item
|
Price
($)
|
|||
|
BTI
Sensor + Heater
|
300.0
|
|||
|
BTI
Pump without heater and clip
|
275.0
|
|||
|
BTI
Chip
|
110.0
|
|||
|
BTI
Pressure Transducer
|
90.0
|
|||
|
BTI
Buzzer
|
50.0
|
|||
|
Touch
Panel replacement
|
50.0
|
|||
|
Siren
replacement
|
30.0
|
|||
|
CABLE
2W 18AWG FM/FM FOR CPU/BAT
|
15.0
|
|||
|
CABEL
FLAT FM/FM 10P FOR BAT DAT
|
15.0
|
|||
|
Battery
support
|
15.0
|
|||
|
Power
supply AC/DC 110 VAC-12VDC/4A
|
30.0
|
|||
|
Cable
telephone black
|
10.0
|
|||
|
MEMS
Calibration
|
60.0
|
|||
|
MEMS
Carry Case
|
30.0
|
|||
20
