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Exhibit 10.16
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT IS MADE AND ENTERED INTO AS OF MAY 1, 1997 by
and between the Total Switch, Inc., an Arizona corporation, herein referred to
as "TSI", and VanDun, LLC, an Arizona limited liability company, herein referred
to as "VanDun".
WHEREAS, TSI has acquired the rights and title to various patents, continuing
improvements and related technology for switches (e.g. CIP Patent Serial No.
08/646,083), herein called "Patents"; Whereas, VanDun through its members
(Xxxxxxx Van Zeeland, the inventor and R. Xxxxxx Xxxxxx, an inventor) has
experience, information, expertise, written records, recollection of
background, special knowledge and other skills regarding such patents, the
protection of patents and related intellectual property knowledge; Whereas it
is recognized that valuable patents are subject to reckless attempts by
competitors or others to infringement upon the technology and by challenges
from competitors to supersede the rights of the Patent Holders; Therefore TSI
wishes to contract for the services of VanDun to preserve the patent history,
including backup records and to consult with TSI for the protection of the
associated intellectual property both domestically and internationally.
IT IS HEREBY AGREED THAT VANDUN WILL PERFORM THE FOLLOWING SERVICES:
Consult with TSI, its agents and legal counsel regarding the patents and
continuing applications for the patents; preserve related engineering notes and
records; be available as witnesses for any prosecution, defense or
infringement testimony regarding the patents; consult with TSI and its legal
counsel regarding strategies for protecting the patents and intellectual
property; and generally preserve existing documentation for protection of the
intellectual property concerning the patents.
IN CONSIDERATION OF THE ABOVE SERVICES, TSI agrees to pay VanDun a management
service fee in the amount of 1.1% of the invoiced sales price for all component
switches and integrated component switch panels sold by TSI. Further TSI agrees
to pay to VanDun an equivalent percentage of any license or sublicense fees or
other revenue received by TSI from the patented technology. TSI further agrees
to pay all out-of-pocket expenses incurred by VanDun such as but not limited to
travel, room and board, witness fees, telephone, fax, copying, and other such
expenses if as the result of requested services, appearances or consultation
under this agreement.
TERM: The agreement shall continue in full force and effect until the
expiration of the last patents which may issue on the aforesaid switch
technology.
PAYMENTS: Payments shall be made quarterly to VanDun, LLC and within 75 days of
the end of the previous reported quarter. TSI shall furnish a quarterly
financial statement to VanDun with each payment.
Signed /s/ R. Xxxxxx Xxxxxx Signed /s/ Xxxxxxx X. Van Zeeland
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for Total Switch, Inc. for VanDun, LLC
