EXHIBIT 10.15 - Radio Design Group Agreement
RF DESIGN & CONSULTING AGREEMENT
This Agreement is made effective as of August 3, 2001, by and between
Conectisys of 24307 Magic Xxxxxxxx Xxxxxxx, Xxxxx 00, Xxxxxxxx, Xxxxxxxxxx
00000, and Radio Design Group, Inc., 0000 Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxx
00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Conectisys", and the party who will be providing the services
shall be referred to as "Radio Design Group".
Radio Design Group has a background in RF and wireless design and consulting
and is willing to provide services to Conectisys based on this background.
Conectisys desires to have services provided by Radio Design Group.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on August 20, 2001, Radio Design Group
will provide the following services, (collectively the "Services"): RF design
and design consulting for the re-design of the H-Net project, a wireless
reading system for power meters. Network system design and software is not
included under this agreement, but is the responsibility of Conectisys.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Radio Design Group shall be
determined by Radio Design Group. Conectisys will rely on Radio Design Group to
work as many hours as may be reasonably necessary to fulfill Radio Design
Group's obligations under this Agreement.
3. PAYMENT.
a. Terms.
Conectisys will pay a fee to Radio Design Group based on $150.00 per hour for
all engineering services. All payments will be in U.S. funds, drawn on a U.S.
bank, unless other provisions have been made in writing. This fee shall be
payable on a Net 15 basis, or as specified in paragraphs 3b through 3d below.
Late payments will be invoiced for a service charge of 1.5 percent per month.
Upon termination of this Agreement, payments under this paragraph shall cease;
provided, however, that Radio Design Group shall be entitled to payments for
periods or partial periods that occurred prior to the date of termination and
for which Radio Design Group has not yet been paid. Any deposit required will
be acknowledged by a receipt, and will be credited against final invoices.
b. Awards For Timely Performance/Penalties For Late Performance.
For each day that Radio Design Group completes the H-Net project as described
herein ahead of schedule, (completion date being April 19, 2002, assuming
deposit is received by August 27, 2001), Conectisys shall pay Radio Design
Group $500.00 per day as a performance award for early completion. Conversely,
for each day that Radio Design Group fails to complete the H-Net project as
scheduled, Radio Design Group shall pay a penalty of $1000.00 per day to
Conectisys with a limit of $30,000.00 as the maximum penalty.
c. Deposit/Late Payment
Conectisys aggress to make a $50,000.00 deposit at the start of work.
Conectisys further agrees that for each day that Conectisys fails to make
timely payment pursuant to paragraph 3 (a) herein, (payment terms of net 15
days with an additional five (5) day grace period) on any Radio Design Group
scheduled weekly invoice, the scheduled completion date of the H-Net project
shall be moved one day into the future.
d. Maximum Total Invoice Payment/Final Payment
Conectisys shall be obligated to pay only up to $170,000.00 in scheduled
invoices prior to the completion of the H-Net project. Upon successful
completion of the H-Net project Conectisys shall pay any remaining invoices
with the addition of any performance award for early completion or the deletion
for any penalties deducted for late completion from the final payment.
4. EXPENSE REIMBURSEMENT. Radio Design Group shall be entitled to
reimbursement from Conectisys for all "out-of-pocket" expenses. Such expenses
shall be approved by Conectisys in advance.
5. WARRANTIES. Conectisys acknowledges that the work being contracted for is
developmental in nature, and as such, no warranties regarding specific
applicabilities or performances can be made by Radio Design Group, Inc.
Conectisys agrees that if any part of the scope of work under which this
Agreement was made is changed by Conectisys, then costs and schedules may have
to be re-negotiated, and Radio Design Group, Inc. has the right to terminate
this Agreement if agreement on revised terms cannot be reached.
6. TERM/TERMINATION. This Agreement shall terminate automatically upon
completion by Radio Design Group of the Services required by this Agreement.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that Radio Design
Group is an independent contractor with respect to Conectisys and not an
employee of Conectisys. Conectisys will not provide fringe benefits, including
health insurance benefits, paid vacation, or any other employee benefit, for
the benefit of Radio Design Group.
8. ASSIGNMENT. Radio Design Group's obligations under this Agreement may not
be assigned or transferred to any other person, firm, or corporation without
the prior written consent of Conectisys. Conectisys's obligations under this
Agreement may not be assigned or transferred to any other person, firm, or
corporation without the prior written consent of Radio Design Group, Inc.
9. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
copyrightable works, ideas, discoveries, inventions, applications for patents,
and patents (collectively, "Intellectual Property"):
a. Consultant's Intellectual Property. Radio Design Group personally holds an
interest in the Intellectual Property that is described on the attached Exhibit
B and which is not subject to this Agreement. Such property shall be covered
under a separate license agreement.
b. Development of Intellectual Property. Any new items of Intellectual
Property discovered or developed by Radio Design Group (or Radio Design Group's
employees, if any) under the terms of this Agreement shall be the property of
Conectisys, subject to complete payment of all outstanding invoices.
10. CONFIDENTIALITY. Each party recognizes that the other has and will have
the following information: - inventions - products - prices - apparatus - costs
- discounts - future plans - business affairs - trade secrets - technical
information - product design information - copyrights
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of each party. Both parties agree that
they will not at any time or in any manner, either directly or indirectly, use
any Information of the other party for their own benefit, or divulge, disclose,
or communicate in any manner any Information to any third party without the
prior written consent of the original disclosing party. Both parties will
protect the Information and treat it as strictly confidential. A violation of
this paragraph shall be a material violation of this Agreement.
11. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that either party
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, the other party shall be entitled to an injunction to restrain Radio
Design Group from disclosing, in whole or in part, such Information, or from
providing any services to any party to whom such Information has been disclosed
or may be disclosed. The original disclosor shall not be prohibited by this
provision from pursuing other remedies, including a claim for losses and
damages.
12. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this
Agreement shall remain in full force and effect after the termination of this
Agreement for a period of 2 years, unless otherwise specified in writing.
13. RETURN OF RECORDS. Upon termination of this Agreement, at Conectisys's
written request, Radio Design Group shall deliver all records, notes, data,
memorandum, models, and equipment of any nature that are in Radio Design
Group's possession or under Radio Design Group's control and that are
Conectisys's property or relate to Conectisys's business.
14. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, or by facsimile addressed as
follows:
Company:
Conectisys
Xxxxxx X. Xxxxxx CEO
Conectisys
00000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxx 00
Xxxxxxxx, XX 00000
(000) 000-0000
Fax (000) 000-0000
Consultant:
Radio Design Group, Inc.
Xxxxx X. Xxxxxxxxxx President
0000 Xxxxxxx Xxxx Xxxxxx
Xxxx, Xxxxxx 00000
(000) 000-0000
Fax (000) 000-0000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
16. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
17. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to
be written, construed, and enforced as so limited.
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Oregon.
Conectisys
By: ____________________________________________________
Xxxxxx X. Xxxxxx
Conectisys CEO
Radio Design Group, Inc.
By: ____________________________________________________
Xxxxx X. Xxxxxxxxxx
Radio Design Group, Inc. President
