EXHIBIT 10.2
DATED 7 JULY 2000
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(1) CERAVISION LIMITED
- AND -
(2) AUGRID OF NEVADA, INC
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EXCLUSIVE PROJECT
AGREEMENT
relating to
DISPLAYS FOR USE IN AUTOMOBILES
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CONTENTS
1. INTERPRETATION............................................................2
2. CONDITION PRECEDENT AND RELATED AGREEMENTS................................7
3. PHASE ONE.................................................................8
4. PHASE TWO.................................................................9
5. PHASE THREE..............................................................10
6. LICENCE TO MANUFACTURE AND EXCLUSIVITY...................................11
7. PROTOTYPES AND PRE-PRODUCTION PRODUCTS...................................11
8. INTELLECTUAL PROPERTY RIGHTS.............................................12
9. PAYMENTS.................................................................13
10. WARRANTIES & LIABILITY..................................................14
11. REPORTING AND ACCESS....................................................18
12. CONFIDENTIALITY.........................................................19
13. ADVERTISING.............................................................21
14. TERMINATION.............................................................22
15. GENERAL.................................................................24
SCHEDULE 1..................................................................30
(Clause 1.1)............................................................30
SCHEDULE 2..................................................................30
(Clause 1.1)............................................................30
SCHEDULE 3..................................................................31
(Clause 1.1)............................................................31
SCHEDULE 4..................................................................33
(Clause 1.1)............................................................33
THIS AGREEMENT is made on 7 July 2000
BETWEEN
(1) CERAVISION LIMITED a company incorporated in England and Wales under
number 3191734 with registered office at Sovereign Court, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("CERAVISION").
(2) AUGRID OF NEVADA, INC a corporation organised and validly existing
under the laws of the State of Nevada whose principal office is at 140
Public Square, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
("AUGRID").
BACKGROUND
A Ceravision has developed and is developing certain technology relating
to ceramic-based field emission flat-screen displays and holds (either
directly or through its Associates) certain patent applications and
other intellectual property rights in relation to such technology and
in relation to manufacturing processes and equipment to produce and
sell such displays and components for incorporation into such displays.
B Ceravision (Ireland) Limited is a subsidiary undertaking of Ceravision
and holds licences of Ceravision's Intellectual Property Rights and has
agreed to license Augrid to use such rights to the extent necessary for
it to produce the Products as more particularly set out in the Licence
Agreement.
C ITW is a subsidiary undertaking of Ceravision and manufactures (under
licence of some of Ceravision's Intellectual Property Rights) certain
laser sealing machinery necessary for Augrid to produce the Products as
more particularly set out in the Licence Agreement.
D Augrid wishes to be provided with prototypes of displays for use in
GPS/DVD Equipment; to have ITW supply laser sealing machinery for
first, a pilot manufacturing line and subsequently, a full scale
manufacturing line to manufacture such displays; to be granted a
licence by Ceravision (Ireland) Limited to manufacture and sell
displays for use only in GPS/DVD Equipment using Technology; and in due
course to purchase components for incorporation into such displays to
be supplied by Ceravision or its Associates or nominated suppliers,
such components being necessary for a technically proper exploitation
of the Technology.
IT IS AGREED:
1. INTERPRETATION
1.1 In this Agreement unless the context otherwise requires the
following words and expressions have the following meanings:
"ASSOCIATE" in relation to any undertaking means an
undertaking connected with it within the meaning of the Block
Exemption.
"AUTOMOBILE" automotive land vehicles, excluding military
vehicles and racing vehicles.
"BLOCK EXEMPTION" the Technology Transfer Block Exemption
contained in Commission Regulation 240/96 of January 31 1996.
"BUSINESS DAY" a day (other than a Saturday) on which clearing
banks in the City of London are open for normal sterling
banking business.
"CERAVISION IRELAND" Ceravision (Ireland) Limited a company
incorporated in Ireland under registration number 321650 with
registered office at ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇.
"CERAVISION'S INTELLECTUAL PROPERTY RIGHTS" Intellectual
Property Rights of Ceravision or its Associates.
"CONFIDENTIAL INFORMATION" all the information relating to the
Prototypes, the Pre-Production Products, the Products and the
machinery for production thereof whether or not comprised in
the Technology and/or Ceravision's Intellectual Property
together with any other information relating to the technology
or business affairs of Ceravision or its Associates in each
case disclosed by Ceravision or its Associates to Augrid or
otherwise obtained by or coming to the knowledge of Augrid
(whether in writing, orally, pictorially, in machine-readable
form, by observation during visits, by examination of
Prototypes or otherwise howsoever) directly or indirectly from
Ceravision or its Associates which is indicated to be
confidential or which by virtue
of its nature or content is clearly of a confidential nature,
and any information derived from any such information.
"DVD" Digital Video Disc or CD-ROM as those terms are
understood at the date of this agreement.
"GPS" the global positioning system as that term is understood
at the date of this agreement including differential GPS and
including future enhancements to the GPS system.
"GPS/DVD" equipment fixed (or designed solely to be fixed)
into Automobiles only for (i) GPS navigation only or (ii)
display of information recorded on DVD only or for combined
uses (i) and (ii) only. For avoidance of doubt, any equipment
which is adapted to any information other than GPS
navigational information and/or information recorded on DVD
does not fall within this definition.
"INTELLECTUAL PROPERTY RIGHTS" intellectual property of all
types, including patents, design, copyright, registered
designs, trade marks, trade names, know-how and other similar
such rights existing or arising anywhere in the world
(including applications for and rights under licences of any
of the foregoing) which relate to the Prototypes, the
Pre-Production Products or the Products or the Technology.
"ITW" International Technology Works, Inc., a California
corporation whose principal office is at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
"LICENCE AGREEMENT" the licence agreement to be entered into
between Ceravision (Ireland) Limited and Augrid for the
manufacture and sale of the Products in the agreed form.
"MACHINERY LEASE AGREEMENT" the agreement for the supply of
machinery and associated services and disclosure of know-how
to be entered into between ITW and Augrid in the agreed form.
"MILESTONE" the step towards completion of Phase One specified
in Schedule 2.
"PHASE ONE" the research and development project to develop
and supply Prototypes to Augrid.
"PHASE ONE COMPLETION" the date on which Ceravision delivers
prototypes in accordance with Clause 3.1.
"PHASE TWO" the project for the establishment by Augrid of the
Pilot Line including the supply by ITW of a laser sealing
machine for the Pilot Line in accordance with the Machinery
Lease Agreement.
"PHASE TWO COMPLETION" the date on which Ceravision notifies
Augrid that Ceravision and ITW have fulfilled all their
obligations under this Agreement and the Machinery Lease
Agreement for Phase Two whether or not Augrid has then
completed the Pilot Line.
"PHASE TWO MACHINE" the laser sealing machine to be supplied
by ITW during Phase Two in accordance with the Machinery Lease
Agreement.
"PHASE TWO NOTICE" a single notice to be given by Augrid to
Ceravision in the form set out in Schedule 3 certifying that
Augrid has available financial resources to complete Phase Two
and giving Ceravision 30 days' notice to commence Phase Two.
"PHASE THREE" the project for the establishment by Augrid of a
manufacturing plant. to manufacture Products on a full
production scale including the supply by ITW of specialist
manufacturing equipment in accordance with the Machinery Lease
Agreement.
"PHASE THREE COMPLETION" the date on which Ceravision notifies
Augrid that Ceravision and ITW have fulfilled all their
obligations under this Agreement and the Machinery Lease
Agreement for Phase Three whether or not Augrid has then
completed the manufacturing plant.
"PHASE THREE NOTICE" a single notice to be given by Augrid to
Ceravision in the form set out in Schedule 4 certifying that
Augrid has available financial resources to complete Phase
Three and giving ITW 30 days' notice to commence Phase Three.
"PILOT LINE" a pilot manufacturing line to be established by
Augrid for the manufacture of Products on a pre-production
scale.
"PRE-PRODUCTION PRODUCTS" any Products produced during the
course of Phase Two or Phase Three of the Project prior to
full-scale production.
"PRODUCTS" 6.5 inch (diagonal measurement) field emission
displays on a ceramic substrate exclusively for incorporation
in GPS/DVD Equipment.
"PROJECT" Phase One, Phase Two and Phase Three.
"PROPRIETARY COMPONENTS" components (particularly anodes and
cathodes) required for incorporation in Products which
components are the subject of, or can only be produced using,
any of Ceravision's Intellectual Property Rights.
"PROTOTYPE" a prototype of the Products produced by Ceravision
or its Associates (whether or not complying with the
Specification).
"QUARTER" a period of three months (and "quarterly" shall be
construed accordingly).
"SPECIFICATION" the specification for the Prototypes set out
in Schedule 1.
"TECHNOLOGY" all technology known to Ceravision or its
Associates, whether truly confidential or not, whether
included in Ceravision's Intellectual Property Rights or not,
embodied or to be embodied in the Prototypes, the
Pre-Production Products or the Products or in the processes
and machinery which will be required by Augrid in the
manufacture of Products (whether existing at the date of this
Agreement or developed by Ceravision during the term of the
Project) including all know-how, inventions, designs,
drawings, technical specifications, computer programs and
other technology of whatever nature.
"TERM" the term of this Agreement being the period from the
date of this Agreement until it terminates under Clause 14.1.
"UK" Great Britain and Northern Ireland.
"US" United States of America.
"VAT" value added tax or any other tax or levy of
substantially similar effect.
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa and
reference to any gender includes the other genders;
1.2.2 references to persons include companies,
unincorporated associations and partnerships;
1.2.3 references to "the term of the Project" are to the
period (from the date of this Agreement until the
Project terminates under Clause 14.1;
1.2.4 words and phrases defined in the Companies ▇▇▇ ▇▇▇▇
have the same meanings, but the word "company"
includes any body corporate;
1.2.5 references to "Clauses" are to clauses or sub-clauses
of this Agreement, references to "Schedules" are to
schedules to this Agreement and references within a
Schedule to "paragraphs" are to paragraphs of that
Schedule;
1.2.6 the "(pound)" symbol or the word "pounds" denotes
pounds sterling and the $ symbol or the word
"dollars" denote US dollars;
1.2.7 references to any document "in the agreed form" are
to that document in the form of the draft initialled
for the purposes of identification by or on behalf of
the parties to this Agreement;
1.2.8 references to any rate of interest mean that rate as
from time to time in force, calculated from day to
day on the basis of a 365 day year, and compounded on
the last day of March, June, September and December
in each year, both before and after judgment; and
references to a base lending rate, if there is no
such published or determinable rate at the
appropriate time, mean such reasonably equivalent
rate in accordance with Clause 9.3 below; and
1.2.9 examples preceded by the word "including" are to be
construed as not limiting the generality of the words
preceding it.
1.3 In this Agreement:
1.3.1 any reference to a statute or statutory instrument or
any section or part of it includes any enactment
replacing or amending it (with or without
modification) or any instrument, order or regulation
made under it and
also includes any past statutory provision (as from
time to time modified or re-enacted) which it has
directly or indirectly replaced;
1.3.2 headings are for convenience only and are not to
affect the construction of anything in this
Agreement; and
1.3.3 references to any English legal term for any action,
remedy, judicial process, process, legal document,
legal status, court, official or legal concept shall
in respect of any jurisdiction other than England be
deemed to include that which most nearly approximates
in that jurisdiction to the English legal term.
1.4 The Schedules are an integral part of this Agreement and are
to be construed as one with it, and references to this
Agreement include the Schedules.
2. CONDITION PRECEDENT AND RELATED AGREEMENTS
2.1 This Agreement is conditional upon the Licence Agreement and
the Machinery Lease Agreement being entered into by the
parties and being or becoming unconditional in all respects
(save as to any condition requiring this Agreement to be or
become unconditional). If this condition shall not be
fulfilled within seven days after the date of this Agreement
this Agreement shall be of no effect and neither party shall
have any liability to the other.
2.2 Augrid shall enter into the Licence Agreement and the
Machinery Lease Agreement on or as soon as practicable after
the date of this Agreement.
2.3 Ceravision shall procure that Ceravision Ireland and ITW enter
into the Licence Agreement and the Machinery Lease Agreement
respectively on or as soon as practicable after the date of
this Agreement. Having satisfied its obligation under this
Clause 2.3 Ceravision shall not be responsible for the
performance by Ceravision Ireland and ITW of their obligations
under the Licence Agreement and the Machinery Lease Agreement
respectively which shall be the sole responsibility of
Ceravision Ireland and ITW respectively.
2.4 Where this Agreement provides for the parties or their
Associates to agree or negotiate during the Term any other
agreement (not being the Licence Agreement or
the Machinery Lease Agreement), contractual terms or other
arrangements (including prices or specifications for machines
or components) the parties state their intention to negotiate
in good faith to agree reasonable commercial terms for such
arrangements but such agreements shall not be conditions of
this Agreement and this Agreement, the Licence Agreement and
the Machinery Lease Agreement shall remain in all respects
valid and enforceable notwithstanding any future to agree such
arrangements.
3. PHASE ONE
3.1 During Phase One Ceravision will use its reasonable endeavours
to develop and produce, within one year of the date of this
Agreement, ten Prototypes complying with the Specification;
provided that:
3.1.1 Ceravision shall not be required to expend all of its
effort on the Project, nor shall Ceravision and its
Associates be required to expend in aggregate on
Phase One (including their internal costs and
overheads) more than $3,000,000; and
3.1.2 Ceravision shall not be required to devote its entire
resources or entire key personnel to the Project and
shall not be prevented by this Clause 3.1 or Clause
2.2 from giving undertakings to use its best
endeavours in other projects.
3.2 Ceravision will devote such time, resources and personnel to
the Project as it considers (in its sole discretion) necessary
to comply with its obligations under this Agreement.
3.3 Ceravision will be required to incorporate into the Prototypes
only such of its existing or developed technology as is
required to comply with the Specification. Ceravision will not
be required to and does not guarantee to incorporate all of
its existing or developed technology if that is not a
requirement under the Specification.
3.4 The Specification may not be altered (save as contemplated
therein) other than with the written consent of Ceravision and
Augrid.
3.5 Ceravision will use its reasonable endeavours (subject to
Clauses 3.1.1 and 3.1.2) to supply ten Prototypes to Augrid
which comply with the Specification at a time or times to be
determined by Ceravision within one year of the date of this
Agreement. It is anticipated that during Phase One Ceravision
will also supply preliminary Prototypes not complying fully
with the Specification, but demonstrating the current state of
work towards production of Prototypes which do so comply. The
Prototypes shall at all times remain the property of
Ceravision and shall be marked as such. Should Ceravision
require longer to provide the Prototypes which comply with the
Specification, it shall give notice (and may give notice from
time to time) to Augrid that it requires further time for such
supply and of the amount of such further time as Ceravision
estimates to be required. Ceravision shall have no liability
in respect of any such delay.
3.6 Augrid shall have the right to use the Prototypes until it
commences production of the Pre-Production Products or this
Agreement is terminated, whichever occurs first ("Prototype
Use Period"). At the expiration of the Prototype Use Period,
Augrid, at its expense, shall return all of the Prototypes to
Ceravision.
3.7 For the avoidance of doubt, and not withstanding the
generality of Clause 8, all intellectual property and
technology developed during Phase One, whether relating to the
Prototypes or not, shall belong exclusively to Ceravision, or
such of its Associates in which it vests by operation of law.
4. PHASE TWO
4.1 Phase Two shall commence 30 days after Augrid shall give the
Phase Two Notice and shall order and pay the deposit for the
Phase Two Machine in accordance with the Machinery Lease
Agreement. The Phase Two Notice may not be given more than six
months after Phase One Completion. If the Phase Two Notice is
given before Phase One Completion, the costs incurred by
Augrid in respect of Phase Two shall be at the risk of Augrid
in the event of failure of Phase One.
4.2 Augrid may not give the Phase Two Notice unless it has
available to it financial resources to fund all expenditures
envisaged in Phase Two as set out in the form of notice in
Schedule 3 and has attached confirmation from a bank
acceptable to Ceravision confirming the availability of such
resources.
4.3 During Phase Two, Augrid shall provide premises, facilities,
machinery (other than the Phase Two Machine), labour and all
other requirements for the establishment and commissioning of
the Pilot Line. Augrid shall use its best endeavours to
establish and commission the Pilot Line within six (6) months
after the delivery of the Phase Two Machine.
4.4 During Phase Two, Ceravision shall produce or procure the
production of detailed specifications, initial or indicative
prices and terms for supply of Proprietary Components in and
after Phase Three. The parties shall endeavour to negotiate
reasonable terms for such supply. The parties recognise that
Proprietary Components are necessary for a technically proper
exploitation of the licensed Technology. Augrid agrees to buy
all its requirements for Proprietary Components from
Ceravision or its nominated supplier and Ceravision shall use
reasonable endeavours to make such supplies available to
Augrid.
4.5 For the avoidance of doubt, and notwithstanding the generality
of Clause 8, all Intellectual Property and Technology
developed during Phase Two, whether relating to the Prototypes
or not, shall belong exclusively to Ceravision, or such of its
Associates in which it vests by operation of law.
5. PHASE THREE
5.1 Phase Three shall commence 30 days after Augrid shall give the
Phase Three Notice and shall order and pay the deposit for
laser sealing equipment as provided in of the Machinery Lease
Agreement. The Phase Three Notice may not be given before nor
more than six months after Phase Two Completion. By giving the
Phase Three Notice, Augrid accepts that Phase One and Phase
Two have been successfully completed and that Ceravision and
ITW have discharged their obligations in full under this
Agreement and the Machinery Lease Agreement in Phase Two.
5.2 Augrid may not give the Phase Three Notice unless it has
available to it financial resources to fund all expenditure
envisaged in Phase Three as set out in the form of notice in
Schedule 4 and has attached confirmation from a bank
acceptable to Ceravision confirming the availability of such
resources.
5.3 During Phase Three Augrid shall provide premises, facilities,
machinery (other than the laser sealing machinery to be
provided by ITW under the Machinery Lease
Agreement), labour and all other requirements for the
establishment and commissioning of a manufacturing plant for
the Products. Augrid shall use its best endeavours to
establish and commission the manufacturing plant within one
year after the commencement of Phase Three.
6. LICENCE TO MANUFACTURE AND EXCLUSIVITY
6.1 Ceravision shall, or shall procure that such of its Associates
as hold any necessary Ceravision's Intellectual Property
Rights shall, from time to time during the Term assign or
license to Ceravision Ireland such of Ceravision's
Intellectual Property Rights as are licensed by Ceravision
Ireland to Augrid under the Licence.
6.2 During the Term Ceravision will not and will procure that none
of its subsidiary undertakings will:
6.2.1 do anything which if done by Ceravision Ireland would
constitute a breach by it of Clause 2 of the Licence
Agreement (exclusivity);
6.2.2 assign or license to any person any of Ceravision's
Intellectual Property Rights on terms which would
allow the licensee or assignee to do anything which
if done by Ceravision Ireland would constitute a
breach by it of Clause 2 of the Licence Agreement.
6.3 Subject to Clause 6.2 Ceravision will be entitled to license
Ceravision's Intellectual Property, including any of the
Technology or any of its other technology, or to enter into
any arrangement with any person or to take any other action it
considers appropriate to supply, develop, manufacture or
otherwise deal in any goods embodying Ceravision's
Intellectual Property and/or the Technology or any of its
other technology.
7. PROTOTYPES AND PRE-PRODUCTION PRODUCTS
7.1 Augrid will not dismantle or reverse engineer the Prototypes
or Pre-Production Products or otherwise attempt to reproduce
the Prototypes or Pre-Production Products except in accordance
with the Licence Agreement. Augrid will not dismantle or
reverse engineer or otherwise attempt to reproduce the laser
sealing machines to be supplied by ITW under the Machinery
Lease Agreement.
7.2 Augrid will, at its own expense, keep the Prototypes, the
Pre-Production Products and the laser sealing machines to be
supplied by ITW under the Machinery Lease Agreement in its
possession and under strict security as recommended by
security consultants appointed by Ceravision and will comply
with any security measures reasonably specified by such
consultants from time to time, which may include constant
supervision by or on behalf of Ceravision. Augrid shall give
the security consultants appointed by Ceravision access to its
promises and personnel to enable them to make and review
compliance with their recommendation. Augrid shall at all
times keep the Prototypes and Pre-Production Products insured
against all risks including accidental damage in their full
replacement cost. Augrid will not be entitled to use sell or
deal with the Prototypes or Pre-Production Products other than
for demonstration and evaluation purposes or otherwise as
specifically permitted by Ceravision.
7.3 The Prototypes and the Pre-Production Products shall be the
property of Ceravision. Augrid shall not part with possession
of any Prototypes or Pre-Production Products and shall upon
request by Ceravision account for the whereabouts of each of
the Prototypes or Pre-Production Products and/or deliver up to
Ceravision the Prototypes or Pre-Production Products or any of
them.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in the Prototypes, the
Pre-Production Products, the Products, the laser sealing
machines to be supplied by ITW under the Machinery Lease
Agreement and the Technology (whether existing at the date of
this Agreement or developed or registered during the term of
the Project) belong and will belong to Ceravision or its
Associates. Augrid agrees that it does not own and will not
own any Intellectual Property Rights in the Prototypes, the
Pre-Production Products, the Products, the laser sealing
machines to be supplied by ITW under the Machinery Lease
Agreement and/or the Technology. Ownership of any such rights
in improvements in the Products or the laser sealing machines
or processes for producing the Products shall be in accordance
with the provisions of the Licence Agreement and the Machinery
Lease Agreement. Without prejudice to the generality of the
foregoing nothing in this Agreement, nor the supply by
Ceravision or any of its Associates to Augrid or any of its
Associates of any machinery or other
goods or any services shall confer any licence (implied or
otherwise) to use or otherwise to exploit Ceravision's
Intellectual Property Rights (or to use such machinery or
goods) which is not expressly set out in the Licence Agreement
and in the Machinery Lease Agreement.
8.2 Ceravision may defer the supply of any Prototypes to Augrid
until such time as Ceravision has applied for patent
protection in respect of the relevant Technology but if it
does so Ceravision shall promptly apply for such protection.
9. PAYMENTS
9.1 In consideration for the services in Phase One referred to in
Clause 2 Augrid will pay Ceravision:
9.1.1 $1,000,000 (one million dollars) on the date that is
the latter of (i) five (5) business days after the
execution of this Agreement, or (ii) the execution of
the Machinery Lease Agreement;
9.1.2 $1,000,000 (one million dollars) six months after the
date of this Agreement or seven days after Ceravision
notifies Augrid that the Milestone has been achieved,
whichever is the earlier (so that for the avoidance
of doubt such payment shall not be conditional on
achievement of the Milestone); and
9.1.3 $1,000,000 (one million dollars) seven days after
Ceravision delivers the ten Prototypes (or the last
of the ten Prototypes) complying with the
Specification in accordance with Clause 3.1 (such
payment being conditional upon such delivery).
9.2 All sums stated in this Agreement are exclusive of VAT and
sales taxes and net of all withholding taxes, imposts and
levies, which if applicable will be paid in addition at the
same time as the payment to which it relates or, if later,
upon demand by Ceravision.
9.3 Any sum payable by Augrid to Ceravision in connection with
this Agreement which is not received by Ceravision in cleared
funds on the due date shall bear interest at 4% above the base
lending rate of Lloyds TSB Bank plc from the due date until
receipt by Ceravision in cleared funds. All payments to be
made by Augrid to Ceravision shall be made free of any
deduction, set-off, counterclaim, enquiry or any other matter
whatsoever.
9.4 Time for the making of payments by Augrid to Ceravision is of
the essence of this Agreement. Payments shall only be treated
as having been made when they are received in cleared funds in
the account specified in Clause 9.7.
9.5 No part of the consideration paid by Augrid to Ceravision and
its Associates shall be refundable to Augrid in any
circumstances whatsoever, provided that this Clause shall not
be construed as excluding any right of Augrid to claim damages
for breach of contract by Ceravision.
9.6 All payments to Ceravision in accordance with this Agreement
shall be made to the following bank account:
Account Name: Ceravision Limited
Account Number ▇▇▇▇▇▇▇▇
Bank: Lloyds TSB Bank
Branch: Secklow Gate, ▇▇▇▇▇▇ Keynes, UK
Sort Code: 30-15-53
or to such other dollar account in the UK or the US as
Ceravision may nominate for the purpose.
9.7 Augrid shall not exhibit, publicise or otherwise disclose the
Prototypes referred to in Clause 9.1.3 to any person until it
has made all the payments required by Clause 9.1.3 and has
previously paid the amounts required by Clauses 9.1.1 and
9.1.2.
10. WARRANTIES & LIABILITY
10.1 Augrid warrants to Ceravision that:
10.1.1 Augrid is a corporation organised and validly
existing and in good standing under the laws of the
State of Nevada.
10.1.2 Augrid has the necessary power and authority to enter
into and perform this Agreement and has taken all
corporate action necessary to authorise this
Agreement and this Agreement constitutes a valid and
binding obligation of Augrid in accordance with its
terms.
10.1.3 The execution by Augrid of, and the performance by
Augrid of its obligations under, this Agreement does
not and will not:
10.1.3.1 require the consent of or any filing with
any court, authority or person;
10.1.3.2 result in a breach of, or constitute a
default under, any instrument to which
Augrid or any of its Associates is a party
or by which Augrid or any of its
Associates is bound; or
10.1.3.3 result in a breach of any order, judgment
or decree of or undertaking to any court,
authority or person to which Augrid or any
of its Associates is a party or by which
Augrid or any of its Associates is bound.
10.2 Ceravision warrants to Augrid that:
10.2.1 Ceravision is a company duly incorporated under the
laws of England and Wales;
10.2.2 Ceravision has the necessary power and authority to
enter into and perform this Agreement and has taken
all corporate action necessary to authorise this
Agreement and this Agreement constitutes a valid and
binding obligation of Ceravision in accordance with
its terms;
10.2.3 the execution by Ceravision of, and the performance
by Ceravision of its obligations under, this
Agreement does not and will not:
10.2.3.1 require the consent of or any filing with
any court, authority or person;
10.2.3.2 result in a breach of, or constitute a
default under, any instrument to which
Ceravision or any of its Associates is a
party or by which Ceravision or any of its
Associates is bound; or
10.2.3.3 result in a breach of any order, judgment
or decree of or undertaking to any court,
authority or person to which Ceravision or
any of its Associates is a party or by
which Ceravision or any of its Associates
its bound;
10.2.4 Ceravision has no present knowledge that Ceravision's
Intellectual Property Rights are not or will not be
valid and subsisting;
10.2.5 Ceravision or its Associates are the owners of the
patent applications detailed in the Licence
Agreement;
10.2.6 Ceravision believes at the date of this Agreement, in
the light of the technical information known to it
and its experience of the relevant technology and
having taken reasonable care in forming its opinion,
that:
10.2.6.1 it (or its Associates) will be able to
produce the Prototypes during the time
allowed for Phase One;
10.2.6.2 it (or its Associates) will be able to
produce and deliver the Phase Two Machine
during Phase Two;
10.2.6.3 the laser sealing machines to be supplied
by ITW under the Machinery Lease Agreement
will, if Augrid fulfils its obligations
and provides all materials, machinery,
facilities and other things required which
are not Ceravision's responsibilities
under this Agreement, and acquires the
Proprietary Components from Ceravision or
its Associates or nominated suppliers, be
capable of carrying out their laser
sealing function in the production of the
Pre-Production Products and the Products;
10.2.7 neither Ceravision nor any of its Associates is a
party to any litigation or arbitration proceedings in
relation to Ceravision's Intellectual Property Rights
or in relation to any allegation that the Technology
does or will infringe the Intellectual Property
Rights of any person and no such proceedings have
been threatened against Ceravision or any of its
Associates;
Provided that nothing in this Clause 10.2 or elsewhere in this
Agreement shall be construed as a warranty that Ceravision's
Intellectual Property Rights are or will be valid, subsisting
and enforceable nor that the Technology does not and will not
infringe the Intellectual Property Rights of any other person,
and any warranty or representation to such effect is expressly
excluded.
10.3 Ceravision will comply with its specific obligations under
this Agreement but otherwise gives no warranty whatsoever in
relation to any aspect of the Project save as expressly set
out in Clause 10.2. Save as to the extent of its present
belief as expressly set out in Clause 10.2 Ceravision does not
warrant that it has or ever will have the ability to develop
the Technology necessary to produce the Prototypes, the
Pre-Production Product or the Products.
10.4 If Ceravision and its Associates fails to comply with any of
its obligations under this Agreement and the Licence Agreement
and the Machinery Lease Agreement, their liability (if any) to
Augrid for damages for breach of contract or otherwise in
relation to this Agreement or its subject-matter (including
for misrepresentation, negligence or breach of statutory duty
but excluding a liability due to Ceravision's own fraud or
liability for death or personal injury arising from
Ceravision's own negligence) in respect of such failure shall
be limited so that the aggregate liability of Ceravision and
its Associates shall not exceed the total amount received by
Ceravision and its Associates in relation to the phase of the
Project in which the default occurs. In no circumstances shall
the payments made by Augrid to Ceravision or its Associates in
relation to Phase One and Phase Two be refundable after Phase
One Completion, nor shall such payments be treated for any
purposes as a loss for which Augrid is entitled to be
compensated even if there shall subsequently be discovered
some breach by Ceravision of its obligations in relation to
Phase One. No officer, employee or agent of Ceravision or of
any of its Associates shall have any liability to Augrid in
relation
to this Agreement or its subject matter (save in respect of
his own fraud). Such officers, employees or agents and
Ceravision's Associates may enforce this term of this
Agreement as provided in the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇.
10.5 The parties agree that Phase One and Phase Two essentially
comprise exploratory research. In these circumstances the
parties agree that it is reasonable that:
10.5.1 the monies paid by Augrid to Ceravision and its
Associates are not refundable in any circumstances;
10.5.2 no liability shall accrue to Ceravision and its
Associates for any delay in performing their
obligations in Phases One and Two, and Ceravision and
its Associates shall have the time they advise they
require to discharge their obligations;
10.5.3 no warranty is being given by Ceravision or its
Associates relating to the throughput of the laser
sealing machine(s) to be supplied in Phase Three. The
specification of these machines will be established
prior to or at the completion of Phase Two; and
10.5.4 if Ceravision or its Associates fail to comply with
their obligations under this Agreement, the Licence
Agreement or the Machinery Lease Agreement or their
subject matter in Phase One or Phase Two their
aggregate liability in respect of such failures
(other than liability for death or personal injury
arising from negligence) shall not exceed $500,000.
Ceravision's Associates may enforce this term of this
Agreement as provided in the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇.
11. REPORTING AND ACCESS
11.1 Ceravision will issue oral reports at least monthly and
written reports at least quarterly on the progress of Phase
One and PhaseTwo.
11.2 Both Ceravision and Augrid will be entitled to visit each
other's premises at regular intervals on giving reasonable
advance notice of the visit. Other than in exceptional
circumstances visits by Augrid to Ceravision should not be
more often than
quarterly. Augrid will be entitled to be accompanied by
potential investors funders or employees on its visits
(subject to the prior approval of Ceravision such approval not
to be unreasonably withheld, and subject to such persons
signing confidentiality undertakings in such form as
Ceravision shall require) and Ceravision agrees that it will
not initiate or receive from such persons any communication
without the prior consent or request of Augrid. Augrid shall
not communicate with any director (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇), employee, contractor or supplier of
Ceravision without the express written consent or Ceravision.
12. CONFIDENTIALITY
12.1 Augrid will maintain the Confidential Information as strictly
confidential and:
12.1.1 will not use it or any part of it for any purpose
other than for the purposes of the Project;
12.1.2 will not part with possession of it or any part of it
as regards any information relating to the
manufacture of the Products (the parties recognise
that certain information which is presently
confidential, and is presently to be kept
confidential, will be disclosed by sale of the
Products tinder the Licence Agreement);
12.1.3 will safeguard it as appropriate for sensitive
commercial and technical information, including
through taking reasonable security measures at its
own expense;
12.1.4 will not without the prior written consent of
Ceravision disclose any of the Confidential
Information to any person other than its employees
who are required in the course of their duties to
receive and consider it for evaluating the Project
and who shall be informed by the Augrid of the
confidential nature of the information; Augrid shall
procure that Augrid's employees observe the terms of
this Agreement and Augrid shall be responsible for
any breach by such employees or any other person to
whom it may have disclosed Confidential Information
or any part of it with or without the consent of
Ceravision;
12.1.5 will not without the prior written consent of
Ceravision allow any of the Confidential Information
or any Prototype or Pre-Production Product to be
transmitted, transported or held outside of the US or
the UK; and
12.1.6 following the termination of this Agreement under
Clause 14.1 (except where termination is under Clause
14.1.1 upon entering into of the Licence Agreement).
will return to Ceravision on request all of the
Confidential Information which is in a physical form
(including all copies) and will destroy any other
records (including, without limitation, those in
machine-readable form) containing any of the
Confidential Information and will not thereafter use
Confidential Information or any part of it for any
purpose.
12.2 The terms of Clause 12.1 will apply both during and after the
term of the project and will survive termination of this
Agreement for any reason.
12.3 The undertakings of Augrid in Clause 12.1 will not apply in
respect of any of the Confidential Information:
12.3.1 which is or comes into the public domain through no
act or default on the part of Augrid or its
Associates or their directors, employees or advisers;
provided that information shall not be deemed to be
in the public domain by reason only that it is known
to only a few of those people to whom it may be of
commercial interest; and a combination of two or more
portions of the Confidential Information shall not be
deemed to be in the public domain by reason only of
each separate portion being in the public domain; or
12.3.2 which Augrid can show by letter to Ceravision within
30 days of the date of this Agreement was in its
possession or known to it by being in its use or
being recorded in its files prior to the date of this
Agreement and which was not previously acquired by
Augrid directly or indirectly from Ceravision under
an obligation of confidence; or
12.3.3 which is hereafter lawfully disclosed or made
available to Augrid from a source other than
Ceravision without breach by Augrid or such source of
any obligation of confidentiality or non-use owed
towards Ceravision.
12.4 The undertakings of Augrid in Clause 12.1 shall not apply to
any disclosure of Confidential Information or any part of it
required by an order of a court of competent jurisdiction,
provided that Augrid shall have taken all reasonable steps to
avoid such disclosure becoming necessary.
12.5 In case of any dispute as to whether any of the exceptions in
this Clause 12 applies it shall be for Augrid to prove that it
does apply.
12.6 If the exceptions in this Clause 12 apply to some but not all
of the Confidential Information, those exceptions shall not
thereby apply to a combination of parts of the Confidential
Information to which they do and do not apply.
12.7 Each party will be entitled to disclose the fact that it is
working on this Project with the other. Augrid may make public
the general features and benefits of the Products for
marketing purposes subject to obtaining Ceravision's prior
written consent (which shall not be unreasonably withheld) but
shall use its best endeavours to minimise disclosure of
Confidential Information or any part of it in so doing.
12.8 Save as expressly provided in Clauses 3.4 and 3.7 of this
Agreement or as expressly provided in the Licence Agreement
Ceravision will not be obliged to disclose any of the
Confidential Information or to supply details of any of the
Technology to Augrid.
13. ADVERTISING
13.1 Augrid will be entitled to issue publicity, and advertising
material in relation to the Prototypes provided that no part
of the Confidential Information is disclosed and provided that
Ceravision has approved the material in writing before it is
published, such approval not to be unreasonably withheld.
13.2 All Prototypes and Pre-Production Products will be branded
under such Ceravision trade ▇▇▇▇ as may be required by
Ceravision from time to time and Augrid must ensure that the
name of Ceravision is credited in all publicity and
advertising material in a manner as required by Ceravision.
Augrid will indicate on such material in the manner required
by Ceravision that the technology embodied in the Prototype or
Pre-Production Product is patented.
13.3 Augrid will not exhibit the Prototypes or Pre-Production
Products without Ceravision's consent and then only if a
representative of Ceravision is present at the exhibition
unless the requirement of such presence is waived in writing
by Ceravision.
14. TERMINATION
14.1 This Agreement shall terminate:
14.1.1 upon Phase Three Completion;
14.1.2 if the Licence Agreement or the Machinery Lease
Agreement shall terminate or become invalid or
unenforceable for any reason (provided always that if
the Licence Agreement or the Machinery Lease
Agreement shall be discharged or terminated due to
breach by Augrid or its act or default Ceravision may
elect to treat this Agreement as continuing):
14.1.3 at any time after Phase One Completion upon Augrid
notifying Ceravision that it does not intend to give
a Phase Two Notice or at any time after Phase Two
Completion upon Augrid notifying Ceravision that it
does not intend to give a Phase Three Notice;
14.1.4 if Augrid fails to give a Phase Two Notice within the
period specified in Clause 4.1 or fails to give a
Phase Three Notice within the period specified in
Clause 5.1;
14.1.5 if Augrid having failed to make any payment (whether
under this Agreement, the Licence Agreement or the
Machinery Lease Agreement) to Ceravision or any of
its Associates when due, has not made payment within
14 days of the date of a notice given to Augrid by
Ceravision requiring Augrid to remedy such default
and Ceravision gives notice to Augrid terminating
this Agreement; provided that for the purposes of
this Clause 14.1.5 only (and without prejudice to any
other remedy Ceravision may have) Augrid shall be
entitled, once and once only during the Term, to
claim a single period of grace of up to 120 days
during which Ceravision shall not be entitled to
terminate this Agreement under this Clause 14.1.5
(provided further that if at any time
during the Term Augrid shall fail to make any payment
to Ceravision or any of its Associates by the date 21
days after the due date for payment Augrid shall be
deemed to have claimed its period of grace);
14.1.6 if either party:
14.1.6.1 is in material breach of its obligations
under this Agreement (or in the case of
Augrid, of its obligations under the
Licence Agreement, the Machinery Lease
Agreement or any other contract or
arrangement relating to the Project) and
(if such breach is capable of remedy)
fails to remedy such breach within a
reasonable time specified in a notice
given to it by the other party requiring
it to do so; or
14.1.6.2 has a petition presented against it for
its winding-up or administration or passes
a resolution or convenes a meeting to
consider a resolution for winding-up or
has a receiver or administrative receiver
appointed in respect of any of its assets
or proposes any voluntary arrangement with
its creditors or takes or has any action
taken in respect of it under the law of
any jurisdiction relating to bankruptcy,
insolvency, moratorium or protection from
creditors;
and the other party gives notice terminating this Agreement;
whichever shall first occur.
14.2 Ceravision may terminate this Agreement immediately by notice
in writing upon Augrid if there is a change of control of
Augrid where "control" means the ability to direct the affairs
of another whether by contract, ownership of shares or
otherwise howsoever.
14.3 Upon termination of this Agreement for any reason:
14.3.1 the Project will automatically terminate;
14.3.2 subject to Clauses 14.5 and 14.6 the rights and
obligations of the parties under this Agreement will
terminate;
14.3.3 Ceravision will not be required to refund to Augrid
any payments made by Augrid pursuant to Clause 9;
14.3.4 if the Agreement terminates during Phase One under
Clauses 14.1.5 or 14.1.6 otherwise than due to a
default by Ceravision, Ceravision will be entitled to
immediate payment by Augrid if all sums which would
have been payable under Clause 9.1 had Phase One been
completed;
14.3.5 subject to Clause 14.3.4 Augrid's payment obligations
under Clause 9 shall cease with effect from the date
of termination of the Agreement except that all sums
due for payment before the date of termination of the
Agreement (and any interest thereon to the date of
payment) shall remain due;
14.3.6 Augrid shall immediately return any Prototypes,
Pre-Production Products and the Confidential
Information to Ceravision (except where termination
is under Clause 14.1.1 upon entering into of the
Licence Agreement).
14.4 Termination of the obligations of either party under this
Clause 14 is without prejudice to its liability for any breach
of this Agreement prior to such termination or to its
obligation to do anything which it ought to have done before
such termination.
14.5 The provisions of Clauses 8 and 12 of this Agreement will
continue to apply following termination of this Agreement.
14.6 If at any time Augrid shall be in breach of any of its
obligations under this Agreement, the Licence Agreement or the
Machinery Lease Agreement then, without prejudice to any other
right or remedy it may have in respect of such breach,
Ceravision shall be entitled to suspend further performance by
it of this Agreement until such time as Augrid shall have
remedied the breach.
15. GENERAL
15.1 This Agreement and attached Schedules together with the
Licence Agreement and the Machinery Lease Agreement sets out
the entire agreement between Augrid and Ceravision and its
Associates in connection with the transactions contemplated by
this Agreement and supersedes all previous negotiations and
agreements oral or written. Schedules 1-4 are hereby fully
incorporated herein. All previous agreements between the
parties are agreed to be superseded and to have no further
effect except in relation to confidentiality. Each party
acknowledges that it has not relied on any warranty or
representation by the other or by any of its Associates or
their respective officers, employees or agents save as set out
in this Agreement and waives any rights it may have in respect
of any such warranty or representation not set out in this
Agreement. In particular, all obligations and benefits arising
from the Agreement between the parties dated 24 September 1998
are hereby cancelled.
15.2 This Agreement is not capable of being varied except in
writing signed by the authorised representatives of each of
the parties.
15.3 This Agreement is personal to Augrid and neither it nor any
benefit arising under it may be assigned by Augrid without the
prior written consent of Ceravision, which consent shall not
be unreasonably withheld if the proposed assignee agrees in
writing to assume all of Augrid's obligations hereunder,
except in the case where Ceravision in good faith believes
that the proposed assignee (i) is a direct or indirect
competitor of Ceravision or its Associates, (ii) would not
effectively exploit the Technology and maximize the production
of Products pursuant to the provisions herein, or (iii) has
been a defendant in any lawsuit or other proceeding involving
intellectual property infringement, unfair competition, unfair
trade practices, fraud or similar claims, where in all such
cases Ceravision shall have the right to withhold its consent
in its sole discretion. Ceravision may assign the benefit of
this Agreement to any company to which the whole of its
business and technical expertise relevant to the Project is
transferred so long as Ceravision has determined that such
assignee has the capability to comply with this Agreement in
the same manner as prior to any such transfer. Ceravision may
assign the benefit of this Agreement in whole or in part to
any of its Associates as it sees fit. Ceravision shall be free
to dispose of Ceravision's Intellectual Property Rights
provided that it retains such rights as may be necessary to
enable it to comply with this Agreement. Any of the
obligations of Ceravision or of any of Ceravision's Associates
under this Agreement or under any contract entered into with
Augrid or any of Augrid's Associates in pursuance of the
Project may be performed by Ceravision or any of Ceravision's
Associates. Ceravision or any of Ceravision's Associates to
which Augrid or any of Augrid's Associates has any
obligation (including an obligation to make a payment) shall
be entitled to direct that the obligation of Augrid shall be
performed to or for the benefit of Ceravision or any of
Ceravision's Associates. The Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ shall apply to this Agreement to the extent
that any of Ceravision's Associates for the time being may
enforce any term of this Agreement, but not otherwise. This
Agreement may be rescinded or varied by the parties to it
without the consent of any third party. Save as expressly
stated in Clause 10.4 or this Clause 15.3 the parties do n not
intend any term of this Agreement to be enforceable by any
third party and the Contracts (Rights of Third Parties) ▇▇▇
▇▇▇▇ shall not apply.
15.4 Ceravision shall not be liable to Augrid nor be deemed to be
in breach of this Agreement by reason of any delay in
performing or any failure to perform any of Ceravision's
obligations if the delay or failure was due to any cause
beyond Ceravision's reasonable control; provided however, that
Ceravision will immediately take appropriate action to
mitigate the effect or the causes of any such delay, and upon
the cessation of any such delay Ceravision will immediately
recommence the performance of its obligations under this
Agreement. Without prejudice to the generality of the
foregoing, the following shall be regarded as causes beyond
Ceravision's reasonable control:
15.4.1 act of God, explosion, flood, tempest, fire or
accident;
15.4.2 war or threat of war, sabotage, insurrection, civil
disturbance or requisition;
15.4.3 acts, restrictions, regulations, bye-laws,
prohibitions or measures of any kind on the part of
any governmental, parliamentary or local authority;
15.4.4 import or export regulations or embargoes;
15.4.5 Intellectual Property Rights of third parties;
15.4.6 strike, lock outs or other industrial actions or
trade disputes (whether involving employees of
Ceravision or of a third party);
15.4.7 the death or incapacity of any of the key employees,
directors or consultants of Ceravision or any of its
Associates, suppliers or consultants;
15.4.8 difficulties which make obtaining raw materials,
labour, fuel, parts or machinery commercially
unreasonable;
15.4.9 power failure or breakdown in machinery.
15.5 The parties will each bear their own legal and accountancy
costs and other expenses incurred in connection with this
Agreement.
15.6 Any notice to be given in connection with this Agreement must
be in writing. Without prejudice to proof that it has been
effectively given in any other manner, it shall be deemed duly
served if delivered at or posted by first class recorded
delivery post (or recorded air mail if posted or addressed
outside the European Union) to the address of the party
concerned which is set out in this Agreement or notified to
the other party in accordance with this Clause. If delivered
personally, the notice shall be deemed served on the day on
which it is delivered. If posted, evidence that the notice was
properly addressed, stamped and put into the post shall be
conclusive evidence of service and the notice shall be deemed
served on the second business day after posting or, if posted
to an address outside the British Isles, on the fifth business
day after posting; but if a copy of a notice is also sent by
fax on or after the day of posting, it shall be deemed served
three hours after the end of fax transmission. A copy notice
to be sent by fax shall be sent:
15.6.1 if addressed to Ceravision, on (+44 1234) 756029
marked for the attention of ▇ ▇ ▇▇▇▇▇▇▇▇, with copy
to (▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ marked for the attention of P
Pattinson;
15.6.2 if addressed to Augrid, on 001 216 344 9008 marked
for the attention of ▇ ▇ ▇▇▇▇▇▇▇ with copy to 001 330
253 4131 marked for the attention of ▇ ▇ ▇▇▇▇▇▇;
or to any current fax number and contact details of the
intended recipient notified to the sender in accordance with
this Clause. A notice served or deemed served after
5pm (recipient's local time) on any business day or on a day
which is not a business day shall be deemed served on the next
following Business Day.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
15.7 The proper law of this Agreement is English law and the
parties hereby submit to the exclusive jurisdiction of the
English courts in relation to any claim or matter arising out
of this Agreement. Augrid hereby irrevocably appoints
▇▇▇▇▇▇▇▇▇▇ and Partners (▇▇▇▇▇▇▇ Peeruohamed) of The Isis
Building, Thames Quay, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ as its agent
for the service of process in England so that such service may
be validly effected on Augrid by service on such agent at such
address as if they had been a party to such proceedings. These
submissions shall not effect the right of Ceravision to take
any legal action or proceedings in any court of competent
jurisdiction for urgent preliminary specific performance
orders and/or injunctive or other conservatory and/or
provisional relief as Ceravision deems to be necessary or
appropriate to compel the other party and its officers,
employees and agents to comply with its obligations under this
Agreement ("Proceedings") nor shall the taking of Proceedings
in any jurisdiction preclude Ceravision from taking
Proceedings in any other jurisdiction.
THIS AGREEMENT has been executed on the date first stated above.
SIGNED by ▇ ▇ ▇▇▇▇▇▇▇ duly authorised for )
and on behalf of AUGRID OF NEVADA, INC. )
)
---------------------------------------------------------
▇. ▇. ▇▇▇▇▇▇▇,
Chief Executive Officer
SIGNED by ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇ duly )
authorised for and on behalf of CERAVISION )
LIMITED: )
---------------------------------------------------------
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇,
Director
SCHEDULE 1
(CLAUSE 1.1)
THE PROTOTYPE SPECIFICATION
FED Specifications for the Augrid GPS Application:
1. QVGA FED.
2. 90 lines per inch resolution.
3. Digital Video Input, 8-bit RGB to be used for GPS application.
4. 12 VDC inputs for automotive GPS application.
5. The working QVGA FED will be retrofitted into the Alpine CVA 1005
Mobile Multimedia Station and demonstrated.
SCHEDULE 2
(CLAUSE 1.1)
THE MILESTONE
When Ceravision shall be able to demonstrate a prototype 6.5 inch diagonal
screen functioning in Ceravision's Demountable Equipment at Ceravision's
premises or a location nominated by Ceravision.
SCHEDULE 3
(CLAUSE 1.1)
FORM OF PHASE TWO NOTICE
[On headed paper of Augrid of Nevada, Inc]
To: Ceravision Limited
Gentlemen,
This notice is the Phase Two Notice as defined in the Exclusive Project
Agreement relating to Displays for Use in Automobiles made between Ceravision
Limited and Augrid of Nevada, Inc ("Augrid") dated ___________ 200 ("the
Agreement"). Terms defined in the Agreement have the same meanings in this
Notice.
I hereby certify, for and on behalf of Augrid as follows:
1. Augrid has complied in all respects with its obligations under the
Agreement, the Machinery Lease Agreement and the Licence Agreement
[save in the following respects:-]
2. Augrid has available to it, either in available liquid resources of its
own or as committed facilities which are unconditional (save as to
conditions fulfilment of which is within Augrid's sole control or
conditions which will be fulfilled on commencement of Phase Two or by
the performance of Phase Two to the points where relevant payments will
be due). Letters from Augrid's bank [and other relevant financial
institutions] addressed to Ceravision confirming the availability of
such resources or facilities are annexed to this notice.
3. Augrid's budget for Phase Two requires expenditure of $_____________ on
Phase Two. A copy of that budget is annexed to this notice.
4. In the opinion of the directors of Augrid the resources and facilities
described at 2 above are adequate to finance Augrid's anticipated
expenditure on Phase Two and Augrid has adequate working capital to carry
on its business and to meet its obligations as they fall due throughout
the period of Phase Two.
5. Augrid has today made payment of the sum of $_________________ to ITW
as required by Clause _________________ of the Machinery Lease
Agreement.
Accordingly I hereby give notice that Phase Two will commence on ___________
2000.
Yours faithfully
Chief Financial Officer
Augrid of Nevada, Inc
SCHEDULE 4
(CLAUSE 1.1)
FORM OF PHASE THREE NOTICE
[On headed paper of Augrid of Nevada, Inc]
To: Ceravision Limited
Gentlemen,
This notice is the Phase Three Notice as defined in the Exclusive Project
Agreement relating to Displays for Use in Automobiles made between Ceravision
Limited and Augrid of Nevada, Inc ("Augrid") dated ___________ 2000 ("the
Agreement"). Terms defined in the Agreement have the same meanings in this
Notice.
I hereby certify, for and on behalf of Augrid as follows:
1. Augrid has complied in all respects with its obligations under the
Agreement the Machinery Lease Agreement and the Licence Agreement [save
in the following respects:-]
2. Augrid has available to it, either in liquid resources of its own or as
committed facilities which are unconditional (save as to conditions
fulfilment of which is within Augrid's sole control or conditions which
will be fulfilled on commencement of Phase Three or by the performance
of Phase Three to the points where relevant payments will be due).
Letters from Augrid's bank [and other relevant financial institutions]
addressed to Ceravision confirming the availability of such resources
or facilities are annexed to this notice.
3. Augrid's budget for Phase Three requires expenditure of
$_______________ on Phase Three. A copy of that budget is annexed to
this notice.
4. In the opinion of the directors of Augrid the resources and facilities
described at 2 above are adequate to finance Augrid's anticipated
expenditure on Phase Three and Augrid has adequate working capital to
carry on its business and to meet its obligations as they fall due
throughout the period of Phase Three.
5. Augrid has today made payment of the sum of $________________ to ITW as
required by Clause ____________ of the Machinery Lease Agreement.
Accordingly I hereby give notice that Phase Three will commence on
__________________ 2000
Yours faithfully
Chief Financial Officer
Augrid of Nevada, Inc.