EXHIBIT
10.3
PLATFORM
DEVELOPMENT AGREEMENT
THIS
PLATFORM DEVELOPMENT AGREEMENT IS MADE AND ENTERED INTO AS OF
THE EFFECTIVE DATE BY AND BETWEEN:
1. NXP
SOFTWARE B.V., a private company with limited liability
incorporated under the laws of the Netherlands, having its
registered office in Eindhoven, the Netherlands, with
registration number 17192886 in the trade register of the
Netherlands Chamber of Commerce and Industry for Oost-Brabant,
having a principal place of business at High Tech Campus 41,
5656 AE Eindhoven, the Netherlands (“NXP
SOFTWARE”); and
2. LOCATION
BASED TECHNOLOGIES INC., a company incorporated in the state
of Nevada, having its principal place of business at 4989 E.
La Palma Avenue, Anaheim, California, 92807
(“LBT”).
WHEREAS:
A. NXP
SOFTWARE develops and licenses, amongst others, real-time
software GPS technologies;
B. NXP
SOFTWARE provides, amongst others, Internet-based GPS
assistance services;
C. LBT
develops GPS based consumer products for locating persons
and/or items;
D. NXP
SOFTWARE is willing to provide licenses and services for use
of its software GPS technologies by LBT in some or all of
their consumer GPS-based products;
E. The
Parties have executed a Framework Agreement that sets forth
the principal terms under which the parties shall conduct
business;
F. This
Platform Development Agreement sets forth the additional terms
under which NXP Software shall develop technologies for
integration into the Technology Platform.
SECTION
1.0 – FRAMEWORK AGREEMENT
The
terms of the Framework Agreement shall apply to this Platform
Development Agreement mutatis mutandis. In the
event that any term or clause herein shall be in conflict with
any term or clause within the Framework Agreement then the
terms of this Platform Development Agreement shall prevail for
the exclusive and limited scope of this Platform Development
Agreement..
ARTICLE
2.0 – PLATFORM DEVELOPMENT
2.1
Development
Activities . NXP SOFTWARE shall use
commercially reasonable efforts to undertake the development
activities and to deliver the Deliverables as set forth in the
Statement of Work within Exhibit PDA1 (the “Platform
Development Activities”).
2.2
Timescales
. NXP SOFWARE shall use commercially reasonable
efforts to undertake the Platform Development Activities and
to perform to the timescales defined within the Milestone
Schedule within Exhibit PDA1. In the event that NXP
SOFTWARE foresees that it will not be able to (i) timely meet
a Milestone; or (ii) timely deliver a Deliverable; or (iii)
perform any other material obligation in connection with this
Platform Development Agreement, it shall promptly notify LBT
thereof. In the event that any material delay in
the timescales occurs or is likely to occur, the parties shall
meet to determine an appropriate period of extension of the
term of the Platform Development Activities.
2.3
Acceptance
Test . At a date to be agreed
upon
