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EXHIBIT 10.2
JOINT VENTURE AGREEMENT
This Joint Venture Agreement (JVA) is entered into by and between
Voyager One,
Inc., on behalf of its wholly owned subsidiary, SILICON FILM
TECHNOLOGIES, INC.
("SILICON") and APPLIED COLOR SCIENCE, INC. ("ACSi"), hereinafter
collectively
referred to as the "Parties."
WHEREAS, SILICON, has developed technology that enables a
conventional
35mm single reflex camera to capture, store, manipulate, display
and transfer
digital images without any modification to the camera. This
technology is
sometimes referred to herein as the "EFS." Further research and
development,
testing, evaluation and deployment of this technology is needed to
produce a
commercialized product and requires skill and expertise in the
digital imaging
industry;
WHEREAS, APPLIED COLOR SCIENCE has more than twenty five years
of
combined experience in developing digital imaging systems and image
processing
algorithms;
WHEREAS, the Parties wish to join together in a joint venture for
the
purpose of developing a functional prototype of the electronic film
system with
modular and upgradeable image sensors, memory, display, I/O
features and
35mm-quality video capture;
NOW THEREFORE BE IT RESOLVED, in consideration of the mutual
covenants,
promises, warranties and other good and valuable consideration set
forth herein,
the Parties agree as follows:
1.
FORMATION. The parties agree to enter into a joint venture
formed
pursuant to this Agreement (the "Joint Venture"). The Joint Venture
shall be
considered in all respects a joint venture between the Parties, and
nothing in
this Agreement shall be construed to create a partnership or any
other fiduciary
relationship between the Parties. Neither Party has any authority
whatsoever to
bind the other party, nor shall either party represent that it has
any such
authority, express, implied or otherwise. Neither Party shall not
negotiate or
enter into any oral or written contract, agreement or arrangement
on behalf of,
or in the name of the other Party. The Parties shall not engage in
any conduct
which would result in the breach or violation of any agreement,
law, ordinance
or regulation. Neither Party shall enter into any agreement, either
written or
oral, on behalf of the joint venture unless agreed to in writing by
both
Parties.
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2.
PURPOSE/PROJECT. The Joint Venture shall be formed for the purpose
of
having ACSi develop a functional prototype of the electronic film
system with
modular and upgradeable image sensors, memory, display, I/O
features and
35mm-quality video capture using the three existing 4 megapixel
image sensors of
SILICON and ACSI's FPGA-based Sensor Developers' platform. This
purpose shall
hereinafter be referred to as the "project."
3.
CONTRIBUTIONS.
3.1. The Parties shall each make an initial contribution to the
Joint
Venture according to the following terms:
i. SILICON's
Contribution:
a.
Three existing
image sensors (4megapixel) suitable for a
product demonstration;
b. Use of
Intellectual property regarding electronic film
operation as follows:
#5282040-Apparatus for operating a film camera;
#5452000-An apparatus for electronic photography using a
conventional film camera;
#6147389-An image sensor package with image plane references;
#6393224-E-film cartridge with sensor avoidance feature;
#HK1004077-Apparatus for operating a conventional film camera
in
an electronic mode; and,
c. Mechanical
designs and hardware resources in existence
relating to the electronic film system
ii. ACSi's
Contribution:
a. Patented
"Universal Imager Bus" architecture for connecting
a variety of image sensors through a common interface;
b. More than twenty five years
combined experience in
developing digital imaging systems and image processing
algorithms;
c. Technical and
financial resources to develop a working
prototype of the electronic film system; and,
d. Waiver of
$11,000 of outstanding balance due ACSi.
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3.2. Additional contributions shall be determined in writing by
the
Parties as the need arises from time to time during the term of the
Joint
Venture.
3.3 In addition to the contributions described above, upon
execution
of
this JVA SILICON shall transfer restricted shares of stock in
SILICON's
parent company, Voyager One, Inc. (OTCBB: VYGO) in a manner and
form to be
agreed upon by the parties as follows: 350,000 (THREE HUNDRED
FIFTY
THOUSAND) restricted shares to ACSi and 355,000 (THREE HUNDRED
FIFTY FIVE
THOUSAND) restricted shares to Mitch Van Wye.
3.4 With the exception of the shares described in Section 3.3, in
the
event the Project and/or the Joint Venture are terminated for any
reason
each
Party shall be entitled to the immediate and unconditional return
of
its
contributions.
4.
MANAGEMENT. The Joint Venture shall be administered by Mathew
Whalen,
President of ACSi, who shall perform the day-to-day management
and
administration of the project and provide monthly reports to each
party.
4.1 MANAGEMENT COMMITTEE. The Management Committee, composed of
one
representative of each Party to be designated upon the effective
date of
this
agreement, shall provide the general direction for the project
through
the
JV Administrator. The JV Administrator can also be the
representative
of a
Party.
4.2 COMPENSATION. The JV Administrator and the Management
Committee
managers shall not receive any compensation for services rendered
by them
under this JVA.
EXPENSES OF VENTURE: All expenses incurred in the work performed
pursuant to
this JVA shall be paid for by ACSi unless otherwise agreed upon in
writing by
both parties.
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6.
CONFIDENTIALITY.
6.1 All information, material and data labeled or designated in
writing as confidential or proprietary or which each Party or
its
employees, agents or representatives are advised by the other Party
is of
such
character or which each Party knows or reasonably should know
is
customarily treated as such within the industry of SILICON and/or
ACSi, and
solely by way of illustration and not in limitation including
the
following: drawings, designs, concepts, architecture and
circuitry,
specifications, software programs, routines, subroutines, concepts,
ideas
and
formulas, production plans, designs, layouts, schedules,
drawings,
sales, cost and price analyses, evaluations, formulae, lists and
sales and
marketing analyses, plans and data, prototypes, pre-production
samples,
parts, 3D data bases, program listings, data file printouts,
printed
circuit boards, processes, component part listings and prices,
product
information, new product plans, customer lists and other
customer
information shall be deemed "Confidential Information". Any
Confidential
Information concerning each Party, which is disclosed to or
obtained by the
other Party either directly or indirectly in the performance of
this JVA,
shall remain the
property of the original Party and is disclosed or
obtained in strict confidence. The Parties shall not use (other
than in the
performance of Services pursuant to this JVA) or disclose to others
during
or
subsequent to the termination of this JVA the Confidential
Information
unless in each instance the disclosing Party secures the prior
written
consent of the other Party. The Parties shall take every such
action with
its
employees and agents to effectuate the intent of this provision and
the
confidentiality obligation imposed by this JVA. Information shall
not be
considered confidential which:
i.
is in the public
domain at the time of disclosure or thereafter enters
the public domain other than through a breach of this JVA; or
ii.
is in the possession
of the receiving Party prior to its receipt from
the disclosing Party; or
iii.
is lawfully obtained from a third party under circumstances
permitting
the receiving Party to use or disclose the information without
restrictions; or
iv.
is independently
developed by the receiving Party; or is required to
be disclosed as a result of government or judicial action.
6.2. In addition to any other rights or remedies available,
both
parties shall be entitled to enforcement of the obligations in this
Section
6.1
by court injunction. The Parties shall disclose information learned
in
the
course of work performed only to such of its employees or
independent
contractors, if any, who have a need to know and who are bound by a
written
agreement to maintain the confidentiality of any such information
learned
in
the course of work performed in a manner consistent with this
JVA.
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7.
INTELLECTUAL PROPERTY. Any technology including but not limited to
any
inventions, original works of authorship, developments, concepts,
improvements,
designs, discoveries, ideas, trademarks or trade secrets, whether
or not
patentable or registrable under copyright or similar laws, which
ACSi may solely
or jointly conceive or develop in the performance of the project
herein shall be
the sole property of SILICON and all rights, title and interest
therein shall be
held in trust for the sole right and benefit of SILICON, s
