EXHIBIT 10.21
TECHNOLOGY ACQUISITION AND DEVELOPMENT AGREEMENT
AGREEMENT dated as of the 22 day of February 2000, by and
between Eurotech, Ltd. a Washington DC Corporation with offices located at 0000
00xx xxxxxx XX Xxxxxxxxxx XX 00000 (The "Company") and Mr. a developer, who
resides at (the "Developer").
W I T N E S E T H:
WHEREAS, the Developer has elaborated a concept of "Absolutely
Secret Communication over insecure Channels" (the "Product") as described in
Exhibit A. and the Developer desires to continue the development and bring it to
the marketing stage and ultimately to introduce the product to the market
WHEREAS, COMPANY being a technology transfer firm is willing
to form a start-up company, fund the rest of the development and introduce the
Product to the market and ultimately upon the success of the development to
license, sell, or otherwise turn the Product into a profitable business
including the possibility of taking the formed start-up public,
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and of the benefits of the business development and operations
herein provided, the COMPANY and the Developer agree as follows:
1 . The Company will form and fund a Corporation provisionally
fro the purpose of this Agreement named CryptoCom, Inc. solely to address the
business of this Agreement.
2. The Company requests and the Developer agrees to dedicate
all the time needed for the successful development of the Product. The Developer
will relocate to Washington DC for the time needed for such development and will
work out of the offices of the Company.
3. The Company agrees to pay the Developer the salary of
$6,000/month plus usual Company benefits for the period of one year effective
upon the date of relocation. The Company will pay to the Developer $2000
one-time relocation fee.
4. The Company being the controlling shareholder of CryptoCom
will issue to the Developer 2,000,000 (two million) common shares immediately
upon formation of the CryptoCom. The Company will form CryptoCom no later then
30 days from the date of this Agreement.
2
The Company expects from the Developer the honest and
objective assessment of the progress and the success of the development of the
Product. In case the Developer feels that he is running into unexpected and/or
non-resolvable difficulties which may result into the significant delay of the
development or even preclude the Developer from finishing the Product or
preclude the Product due to the presently unforeseen and unknown circumstances
from been marketed, the Developer is obligated to inform and discuss such
circumstances with the management of the Company.
5. The Developer agrees that any development, patent or other
intellectual property related to the subject of this agreement will belong to
CryptoCom. The Developer agrees not to disclose the invention to any person or
entity unless the Board of Directors of the Company gives such privilege in
writing. In case the Developer quits the Company before the Product is patented
and successfully marketed the Developer agrees not to work on the invention of
the Product for the period of 5 years.
6. This agreement will remain in force for one year. However
either party to this agreement upon written notification can discontinue it
provided the above provisions are met.
7. This Agreement does not preclude any other arrangements
that might be made between the Company and the Developer in course of conducting
mutual business.
8. This Agreement supersedes any and all prior written and
oral agreements between the Company and the Developer.
9. This Agreement shall be governed by and construed under the
laws of the District of Columbia.
10. This Agreement may be amended or modified only by a
written agreement signed by the parties.
IN WITNESS WHEREOF, THE COMPANY and the Developer have
executed this Agreement as of the date first above written.
The Developer: COMPANY:
SIGNED BY DEVELOPER /s/ Xxx Xxxxxxxxx
Xxx Xxxxxxxxx
Its: President
