Exhibit 6.7
CONSULTING SERVICE AGREEMENT FOR THE LED TRAFFIC SIGNAL TECHNOLOGY
TRANSFER AND LICENSING
LED Single Lens Traffic Signal Technology Transfer
Consulting Service Agreement
For
Japan
This Agreement is made by and between Traffic Technology Inc (hereinafter refers
to "TTI"), a traffic signal technology development company with the office at
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇. B-4 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and JCI Group, Inc, aka, ▇.▇.
International (hereinafter refers to "JCI"), an international business
intelligence and technology transfer consulting firm with office at ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WITNESSETH:
WHEREAS, JCI possesses expertise in the fields of technology transfer and
business intelligence consulting services in Asian countries;
WHEREAS, TTI desires to engage JCI to perform professional technology transfer
and licensing consulting services; and
WHEREAS, JCI is willing and able to provide such consulting services to TTI in
the above-mentiened business consulting fields.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
1. RETENTION OF CONSULTANT
A. TTI hereby retains the services of JCI to provide professional
consulting service to market TTI's single lens LED traffic signal
manufacturing technology during the term of this agreement. In this
regards, JCI shall advise and assist TTI in the following fields
including, Intellectual property valuing, Technology marketing,
Licensor searching and qualifying, Contract negotiation, Technology
transfer coordination, Licensing program monitoring.
B. JCI is an independent contractor and not an employee of TTI. JCI shall
not be entitled to or eligible for any benefits or programs otherwise
given by TTI to its employees.
2. TTI'S TECHNOLOGY
TTI's technology here means the patented LED single lens traffic signal with US
patent number 5,898,381 and US patent number 6,054,932.
3. GEOGRAPHIC MARKET
The geographic market that JCI will assist TTI to market the above technology is
Japan.
4. TERM OF THE AGREEMENT
A. The consulting period shall extend from the following agreement date
through and including the whole THIRD YEAR from the agreement date,
unless sooner terminated as provided herein.
B. This agreement may be renewed for an additional three (3) years period
of time which can be determined later on the same or modified terms
and conditions based on a mutual agreement.
5. OBLIGATIONS OF CONSULTANT
A. Utilizing its own consulting capacities and resources, JCI shall be
responsible for providing professional consulting services on a best
efforts basis.
B. JCI shall regularly contact with TTI via phone, email, postal service
and/or physical visit to advise TTI on project progress and/or status
C. JCI shall not be held to be responsible for any business decisions
that TTI will make.
6. COMPENSATION
A. In full consideration for the services being rendered by JCI, TTI
agrees to pay JCI 25% of its total sales revenue in Japan that is
generated by the technology transfer, including, but not limited to,
technology licensing fee. This payment shall be made payable to JCI
within 5 working days after TTI receives it for each time. TTI agrees
to continuously make the payment to JCI within 12 months after the
agreement is terminated;
B. JCI shall be responsible for all expenses that it may incur in
connection with this project.
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7. CONFIDENTIAL INFORMATION
A. JCI recognizes that during the course of its retention during the
Consulting Terms, it may have occasion to review and receive
confidential or proprietary information or material from TTI including
information relating the inventions, patent, trademarks and copyright
applications, improvements, know-how, specifications, drawings, cost
and pricing data, process flow diagrams, bills, customer and vender
lists, ideas, and/or any other written material referring to same.
B. JCI covenants and agrees that both during and after termination of
this Agreement, it and its employees, affiliates, and subsidiaries
will retain such Confidential Information in confidence pursuant to
the following terms and conditions:
1. JCI agrees to maintain in confidence any such Confidential
Information disclosed by TTI relating to the Field that was not
previously know to JCI or to the general public, or that was not
in the public domain prior to such disclosure.
2. Such Confidential Information shall be maintained in confidence
by JCI unless or until:
a. It shall have been made public by an act or omission of a
party other than JCI.
b. JCI receives such Confidential Information from an unrelated
third party on a non-confidential basis; or
c. The passage of Three (3) years from the date of disclosure,
whichever shall first occur.
3. JCI agrees that it will not, without first obtaining the prior
written permission of TTI:
a. Directly or indirectly utilize such Confidential Information
in its business;
b. Manufacture or sell any product that is based in whole or in
part on such Confidential Information; or
c. Disclose such Confidential Information to any third party.
8. NON-COMPETITION
JCI shall not during the Term of this Agreement provide the same type of
consulting services, directly or indirectly, to any other organizations engaged
in the creation, design, development, and/or marketing of the same type of LED
traffic signal technology.
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9. TERMINATION
A. Either party may terminate this Agreement if the other party fails to
implement its obligation and fails to improve the situation upon the
other party requests. The agreement termination request should be sent
to the other party in writing 30 days in advance. Such termination to
become effective at the conclusion of such 30 day period.
B. In the event of a termination or expiration of this Agreement, all
covenants and obligations of the parties shall expressly survive
termination; only except:
C. TTI shall, within one (1) full year after the termination,
continuously make full payment from this technology transfer to China
as identified under "4. COMPENSATION, Item A" to JCI.
C. JCI may immediately terminate this Agreement in the event of
disability or death of ▇▇. ▇▇▇ ▇▇▇▇, or other natural reasons.
10. NOTICES
Any notice required to be given pursuant to this Agreement shall be in writing
and provided via fax or certified and/or registered mail.
11. SETTLEMENT OF DISPUTE
11. 1. Consultation: In the event a dispute arises in connection with the
interpretation or implementation of this contract, the parties shall attempt in
the first instance to resolve such dispute through friendly consultations. If
the dispute cannot be resolved in this manner within 60 days after the
commencement of discussions, either party may submit the dispute to arbitration.
11. 2. Arbitration: Arbitration shall be conducted in Phenix in accordance
with the rules of the State of Arizona arbitration authority and/or Arizona
court and in such case:
The arbitration award shall be final and binding on both parties. The costs of
arbitration shall be borne by the losing party or as othewise determined by the
arbitration panel. Any award of the arbitrators shall be enforceable by any
court having jurisdiction over the party against which the award has been
rendered, or wherever assets of the party against which the award has been
rendered can be located.
12. GOVERNING LAW
The formation, execution, validity, interpretation and implementation of this
contract and the settlement of disputes concerning this contract shall be
governed by the laws of the State of Arizona
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13. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall insure to the benefit of the
parties hereto, and there heirs, administrators, successors, and assigns.
14. WAIVER
No waiver by either party of any default shall be deemed as a waiver of any
prior or subsequent default of the same of other provisions of this Agreement.
15. SEVERABILITY
If any provision hereof is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or operation of any
other provision, and such invalid provision shall be deemed to be severed from
the Agreement.
16. INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes
and supersedes all prior agreements between the parties and is intended as a
final expression of their Agreement. It shall not be modified or amended except
in writing signed by the parties hereto and specifically referring to this
Agreement. This Agreement shall take precedence over any other documents that
may be in conflict therewith.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have each caused to be affixed hereto its or his/her hand and seal the
day indicated.
TRAFFIC TECHNOLOGY INC. ▇.▇. INTERNATIONAL
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇ ▇▇▇▇
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Title: President Title: President
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Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Signature: /s/ ▇▇▇ ▇▇▇▇
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Date: 04/25/01 Date: 04/25/01
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