AMENDMENT TO DESIGN AGREEMENT
Exhibit 10.12
AMENDMENT TO DESIGN AGREEMENT
THIS AMENDMENT NO.1 (this “Amendment”) to Proposal #5333 Rev D. dated September 6, 2023 (the “Design Agreement”) between RKS Design, Inc. (“Designer”) and Aspargo Labs, Inc. (“Client”) is made as of November 27, 2024 (the “Effective Date”).
WHEREAS, Designer and Client (the “Parties”) entered into the Design Agreement whereby Client, hired Designer to provide services to design Client’s project as described in the Design Agreement, in accordance with the conditions and conditions set forth in the Design Agreement.
WHEREAS, the Parties have negotiated an amendment to the Design Agreement to modify the timelines and budget and Design phases set out in the Design Agreement.
NOW THEREFORE, considering the above-mentioned circumstances, the Parties hereby agree as follows:
1. The capitalized terms used in this Amendment shall have the meaning as defined herein or, as applicable, the same meaning as defined in the Design Agreement.
2. Phase 5.1. The Design Agreement shall be amended to include new Phase 5.1 attached hereto as Annex I.
All other contractual terms and conditions of the Design Agreement, which are not contrary to this Amendment, remain in full force and effect and shall apply to the subject matter of this Amendment, mutatis mutandis. Should there exist any contradictions between this Amendment and the Design Agreement, the provisions of this Amendment shall prevail.
This Amendment may be signed in any number of counterparts, each of which, when signed, shall be an original and all of which together evidence the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above by their respective officers thereunto duly authorized.
| RKS DESIGN, INC. | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇, Founder and CEO | ||
| ASPARGO LABS, INC. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman and CEO | ||
ANNEX I
| PHASE 5.1.1 | PHASE 5.1.2 | PHASE 5.1.3 | PHASE 5.1.4 | PHASE 5.1.5 |
| (2 weeks) $[***] | (4 weeks) $[***] | (6 weeks) $[***] | (8 weeks) $[***] | ( 12 weeks) $ as incurred |
| Commercialization Strategy Confirmation | Proof of Principal | Proof of Concept | DFM / Design For Manufacture (Alpha ) | Alpha Pilot Tooling Build |
| Confirm market and product requirements | POP for confirmation of cartridge pump actuation tracking and provisional cartridge Identification | POC for confirmation of cartridge pump tracking and provisional cartridge Identification | Integration of cartridge pump tracking approach resolved in POC into DFM and provisional cartridge Identification | Pilot production of units for initial DVT testing and user validation testing |
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Alignment - Confirmation of features / UX / market / volume targets / COG’s target with Asp |
Regulatory Path - RA resource integrated Release doc for concurrence |
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Parameters - Business Needs / MRD ● Retail Cost Target ● Drugs ● Markets ● Users ● Volume ● PRD approval and release ● Internal team testing of device for usability / performance based on current PRD - OPTION |
POP Development ● Technology research / evaluation ● Definition of POP with specs ● Technology breadboard testing to test high level approach |
POC Development ● Refined technical approach integrated to form factor of design ● Definition of POC with specs ● (form factor /ID may need to be updated based on integration of new components) ● Integration of mechanical enclosure, hardware, firmware, and app to demonstrate concept ● Rapid Prototype for POC verification ● Testing / Debug ● Updated App software POC package ● Update PRD, testable parameters |
DFM Development ● for cartridge pump actuation approach into overall cartridge and pump assembly ● Resolve any ID updates based on form factor adjustment ● Update cartridge and device enclosure and interior plastic components based ● COG’s based on initial supplier research ● Rapid Prototype for engineering verification ● Updated Alpha release package / BOM ● Updated EE Hardware / Firmware Alpha release package / BOM ● Updated App software Alpha release package ● Testing / Debug |
for Alpha T1 Pilot Build: ● Liaison with Tooling Vendor |
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Result - Alpha Pilot Definition confirmed |
Result – Benchtop Proof of Principal demonstrating overall technical approach Formal review / concurrence of POP |
Result – Working Proof of Concept in form factor with associated hardware / firmware / app Formal review / concurrence of POC |
Result – Updated Alpha DFM release package incorporating confirmation cartridge pump actuation feature Formal review / concurrence of POC |
Result – Alpha Pilot Units for Alpha V+V 20 devices / 60 Cartridges |