CONSULTANT AGREEMENT
Exhibit 10.4
This
Consultant Agreement ("Agreement") is made and effective on January 1, 2009, by
and between Miktam Technologies, Inc.. ("Company"), a corporation organized and
existing under the laws of the state of California having its principal
place of business at 0000X Xxxx Xx., XxxXxxx , XX
00000; and Jointek Electronic Inc., ("Consultant"), a corporation
organized and existing under the laws of the British Virgin Island, having its principal place of
business at X.X. Xxx000,
Offshore Incorporations Center, Road Town, Tortola, British Virgin
Islands.
Now,
therefore, Consultant and Company agree as follows:
1.
Engagement.
Company
hereby engages Consultant, and Consultant accepts engagement, to provide
consulting services to the Company on the R &D operations in connections
with the IC design of “Video Processor MIK2450/2454”and associated module
products MIK64XX (MIK6401 /MIK6405 /MIK6425 ) and next generation products
MIK68XX, MIK616X series , including their software/hardware system engineering
as well as Field Application Engineering Support related to the Company’s
marketing . The specific project scope and target spec of technology/product are
included in attachment (A)
Brief Project Specification of MIK6401/; (B) Project Deliverable; (C) Project Deliverable
/ Schedule.
The
company has the sole right on the technologies and related products( Integrated
Circuit, Silicon IP, System application hardware/software , ..etc) developed
under this Agreement.
2.
Term.
Consultant
shall provide services to Company pursuant to this Agreement for a term
commencing on the date of this Agreement and ending on December 31,
2009
3.
Payment.
Company
shall pay Consultant the amount of the actual expense incurred monthly, not
exceeding twenty thousand dollars ($28,000 USD) per month in general case, for
the services performed pursuant to this Agreement. In case of higher than
two-hundred thousand dollars ($200,000) the Consultant shall negotiate and
obtain the approval of the Company. This payment shall be made within 60 days on
the monthly base or discussed otherwise after this agreement
signed.
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Consultant
shall bear all of his expenses incurred in the performance of this
Agreement.
Consultant
shall also report the monthly itemized expenditures in detail to Company. The
written report shall send to Company within a week after the end of each
month.
4.
Confidentiality.
The
Consultant shall not, without the prior written consent of Company, disclose to
anyone the terms of this Agreement neither any confidential information relevant
to this project.
5.
Termination.
A. This
Agreement may be terminated by Company as follows: (i) If the Consultant is
unable to
provide the consulting services by reason of temporary or permanent Illness,
disability, incapacity or death; (ii) Breach 01
default of any obligation of the Consultant pursuant to Section 4.
Confidentiality, of this Agreement; (iii) Breach or default by the Consultanl of
any other material obligation in this Agreement, which breach or default is not
cured within ten days of written notice from the Company.
B- Consultant
may terminate this Agreement as follows: (i) Breach or default of any material
obligation of the Company, which breach or default is not cured within ten days
of written notice from the Consultanl; or (ii) If the Company files for
bankruptcy laws, or any bankruptcy petition or petition for receiver is
commenced by a third parly against the Company, any of the foregoing of which
remains undismissed for a period of 60 days.
6. Governing
Law and Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the laws of the
State of California . USA . All disputes arising from this Agreement shall be
submitted to each federal and state court in the State of
California.
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7. Headings.
The
headings in this Agreement arc inserted for convenience only and shall not be
used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
8. Final
Agreement.
This
Agreement constitutes the final understanding and agreement between the patties
with respect to the subject matter hereof and supersedes all prior negotiations,
understandings and agicemeiHS between the parties, whether written or
oral. This Agreement may be amended, supplemented or changed
only by an agreement in writing signed by both of the parties.
9. Severability.
If any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN
WITNESS WHEREOF, this Agreement has been executed by the panics as of the date
first above written.
|
Company
Miktam
Technologies. Inc.
President
Xxxxxx
Xxxx
|
Consultant
Jointck
Electronic, Inc.
President
Xxxx
Xxx
|
|
|
By /s/ Xxxxxx Xxxx
|
By /s/ Xxxx Xxx |
Attachment
(A) Project Specification :
A)
Scope of Project :( for Video Processor/Mixer MIK245X and Associated module
MIK64XX(MIK6401/6405/6425),MIK68XX, and MIK616X
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Target
Features :
Techwell
like video mixer with CSI pre-processing (4 channels video input in
one
Image
memory); called MIK 245X series. Module/System and Application
;
1.
Surveillance Module/system based on TI TMS320DM355 with CSI
algorithm;
Compatible
with MIK 245X series
Product
spec:
o Video Codec :
MPEG4 up to 720X480 30 fps
o Video
Input：4 Input
o Audio
codec
o Recorder Media
：Solid State SD Card,Hard disk (USB
External)
o OS : uClinux
2.6
o Variable bit rate
control
o TCP/IP,UDP,PPPOE,DHCP,DDNS
2.
Surveillance Module/system MIK64XX MIK6401/6405/6425) based on TI
TMS320DM6446X
platform with CSI algorithm;
Product
Spec:
o
4 channel D1 video simultaneous compression/decompression
o
H.264 (base line) /MPEG4 video implemented
o
1Mbps for 4 simultaneous channel
o
25fps(PAL)/30fps(NTSC) for each channel
o
Patented CCFI (CSI) technology implemented
3.
Develop the Module MIK64XX in the application of KaraOke video entertainment
system including the application software.
4.
Continue to develop the Surveillance Module/system MIK68XX and MIK616X series
products :
o
8/16 channel D1 video simultaneous compression/decompression
o
H.264 (base line) /MPEG4 video implemented
o
1Mbps for 4/8/16 simultaneous channel
o
25fps(PAL)/30fps(NTSC) for each channel
o
Patented CCFI(CSI) technology implemented
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3.
Interface with GPIO (for Bluetooth , GPS,…); SD,USB, mass storage ( Hard
Disk..), and Network …depending on the customer requirements.
4.
Complete user-friendly SDK (system develop Kit) and Application system
software.
Applications :
1).
high quality Video and Audio Encoder and decoder:
PMP
(Personal Media Player); Low cost high quality Video CAMERA
2).
Surveillance with :
Bluetooth;
WiFi 802.11 ; wireless; Inter-network; portable phone…
3)
Surveillance /Video Streaming application for i-Phone including system
application software.
4).
Video Phone
5).
IP TV
6).
Car Security Black Box (CSB) : Car driving (video) recording with
GPS
7)
Video Entertainment (such as : KaraOke, etc..)
5.
Consultant will continue to support the system/application engineering
for
Company
to market and sell the existing applications of MIK64XX series products:
MIK6401/6405,/6425.
Attachment
(B) Target Project Deliverable/Schedule :
1.
MIK64XX: .. …..... January , 2009 : Volume Production
2.
MIK64XX (Module and Software) for KaraOke System ………..February,2009 : Working
Sample Q 2 ,2009 : Volume Production
3.
MIK68XX: ……….. March, 2009 : Working Sample. Q2, 2009 : Volume
Production
4.
MIK616X:…………. Q2, 2009 : Working Sample Q3, 2009 : Working
Sample
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