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Development Agreement

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Title:

Development Agreement

Entities:

Powerhouse Technologies Group Inc.

Date:

2006

Size:

Preview shows 18KB of 70KB total

Price:

$44

ID:

#2492455

► Licensing ► Development Agreements
► Technology ► Software & Programming

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DEVELOPMENT AGREEMENT

This Development Agreement (Agreement), dated as of March 30, 2005 (the Agreement Date), is between M-Systems Flash Disk Pioneers Ltd., an Israeli company having its principal place of business at Central Park 2000, 7 Atir Yeda St., Kfar Saba, 44425, Israel (M-Systems), and PowerHouse Technologies Group, Inc., a Delaware corporation having its principal place of business at 2694 Bishop Drive, Suite 270, San Ramon CA 94583 (PowerHouse). M-Systems and PowerHouse may be referred to individually as a Party or collectively as Parties.

1.	INTRODUCTION

1.1.

PowerHouse is engaged in the development of mobile computing software;

1.2.

M-Systems has developed and sells a flash based key chain storage device known as the DiskOnKey (DiskOnKey);

1.3.

M-Systems desires PowerHouse to perform certain development work to modify technologies of PowerHouse to operate in and in conjunction with M-Systems USB Drives (as such term is defined below); and

1.4.

M-Systems further desires to receive and PowerHouse desires to grant to MSystems the right to use and distribute the Migo Products (as such term is defined below) to be used in, together and in conjunction with M-Systems USB Drives subject to the terms and conditions of this Agreement.

ACCORDINGLY, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

2.	DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

2.1.

Associated Company means any corporation, company or other legal entity, where more than fifty percent (50%) of the voting power of which is, now or hereafter, owned or controlled, directly or indirectly by a Party hereto, or jointly by the Parties hereto; provided, however, that any corporation, company or other legal entity shall be an Associated Company of a Party only for as long as such ownership or control exists.

2.2.

Intellectual Property Rights means rights in patents (including reissues, divisions, continuations, continuation-in-part, and extensions thereof), utility models, and registered and unregistered designs including copyrights, trade secrets and any other form of protection afforded by law to inventions, models, designs or other Information, and applications therefor including without limitation, patents, trademarks, copyrights and trade secrets relating to the Development Projects and that are: (i) owned or controlled by a Party or an Associated Company, and (ii) exist prior to the beginning of the Development hereunder or result from activities that are independent from said Development, and (iii) developed by each party pursuant to this Agreement in the course and as part of the Development Project. PowerHouses Intellectual Property Rights includes without limitation all PowerHouse Technology. M-Systems Intellectual Property Rights includes without limitation all M-Systems Technology.

PowerHouse-M-Systems Agreement 30.3.05

Page 1

2.3.

Business Day means any day other than a Saturday, a Sunday or any day, which is otherwise an official bank holiday in the United States of America.

2.4.

Confidential Information means all Information disclosed to one Party by the other Party that is marked or designated Confidential or Proprietary or, in the case of verbal disclosures, which are summarized in a writing, marked or designated Confidential or Proprietary and furnished within thirty days to the Party receiving such Confidential Information; provided that the lack of such summary in writing shall not derogate from the qualification of oral information as a Confidential Information hereunder.

2.5.

Development Projects means the development work to be performed by each Party in accordance with the work allocation and time schedule as set forth in a Statement of Work, and any mutually agreed modifications or extensions thereof, with the aim to develop Software Applications, as defined below.

2.6.

Escrow Agent shall mean such party as agreed upon between the parties.

2.7.

Escrow Agreement shall mean a separate agreement to be executed by PowerHouse, M-Systems and the Escrow Agent in the form attached hereto as Exhibit E, which agreement shall embody the appropriate escrow terms for deposit of the Source Code.

2.8.

Information means circuits, protocols, drawings, specifications, samples, models, processes, procedures, instructions, technology, applied development engineering data, reports, and all other technical or commercial information, data and documents excluding any Intellectual Property Rights related to such Information, which is (i) owned or controlled by a Party, and existing prior to the beginning of the Development under this Agreement, or (ii) resulting from activities of a Party that are independent from the Development under this Agreement or (iii) developed as part of and in the course of the Development Projects.

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