STRATEGIC PARTNERSHIP
AGREEMENT
THIS STRATEGIC
PARTNERSHIP AGREEMENT (“ Agreement ”), effective
as of June 21, 2005, is made by and between GUARDIAN TECHNOLOGIES
INTERNATIONAL, INC., a Delaware corporation (“
Guardian ”), and BRIDGETECH HOLDINGS INTERNATIONAL,
INC., a Delaware corporation (“ Bridgetech ”),
(Guardian together with Bridgetech, the “ Parties
”).
WHEREAS, Guardian owns
the intellectual rights to the PinPoint™ Threat
Identification & Alert System (“ PinPoint™
”) and wishes to introduce said system in the People’s
Republic of China, Hong Kong and the Republic of China (Taiwan);
(together known as “ China ”);
WHEREAS, Bridgetech has
the established relationships and infrastructure necessary to
secure contracts with airports to install and utilize
PinPoint™ in China;
WHEREAS, the Parties
wish to form a strategic partnership in order to facilitate the
sale of PinPoint™ to airports in China;
ARTICLE I. DEFINITIONS
Except as otherwise
specified or as the context may otherwise require, the following
terms have the meanings indicated below for purposes of this
Agreement, and the definitions of such terms are equally applicable
both to the singular and the plural forms:
A.
“ Contract
” means a contract awarded to the Bridgetech team for
PinPoint™, including options and task orders issued in
connection with any such contract, regardless of the task order
issue date, and includes any subsequent phases of such contract or
any follow-on contract issued to Bridgetech.
B.
“
Procurement ” means the entire process pursuant to
which the Customer procures, selects, designs, develops, and
implements PinPoint™ technologies and applications, including
but not limited to any and all pre-proposal activity, the
submission of proposals and the conduct of negotiations (if any)
with the Customer, and qualification testing (if any).
C.
“ Technical
Data ” means recorded information, regardless of the form
or method of the recording, of a scientific or technical nature
relating to the Procurement.
D.
“ Technical
Know-How ” means all recorded and unrecorded information
and knowledge relating to the design, development or production
related to the Procurement, including but not limited to the
knowledge gained from experience in the design, development, or
production of an article that is necessary or helpful in
interpreting, applying or interrelating technical data and computer
software relating to the Procurement.
CONFIDENTIAL
ARTICLE II.
RELATIONSHIP OF THE PARTIES
A.
This Agreement shall be
deemed to constitute, create, give effect to a special partnership,
and the rights and obligations of the Parties shall be limited to
those expressly set forth in this Agreement. Nothing
contained in this Agreement shall be construed as providing for the
sharing of profits or losses arising out of the efforts of either
or both Parties.
B.
This Agreement has been
entered into solely for the benefit of the Parties and is not
intended to create any legal, equitable, or beneficial interest in
any third party, including any customer, or to vest in any third
party any interest with respect to the enforcement of performance
of this Agreement. The Parties agree that no third party has
any legal interest in any dispute and further agree that neither
will assert in any action or proceeding to resolve such dispute
that any third party is necessary or indispensable to such
proceeding or to a determination of the relief to be
granted.
C.
Each Party shall bear
its own costs, expenses, risks, and liabilities incurred in
connection with pursuit of the Procurement, including but not
limited to, pre-proposal or pre-bid activity, submission, and
sustaining of proposals or bids, the selection and negotiation
process.
ARTICLE III.
CONFIDENTIAL INFORMATION
For purposes of this
Agreement “ Confidential Information ” means
information provided by a Party to this Agreement (the “
Disclosing Party ”) to any other Party to this
Agreement (the “ Restricted Party ”) in
connection with the transactions and relationships contemplated by
the Project, including but not limited to:
A.
any data or information
that is competitively sensitive material, and not generally known
to the public, including, but not limited to, PinPoint™,
planning information, marketing strategies, plans, finance
operations, sales estimates, business plans, and internal
performance results relating to the past, present or future
business activities of the Disclosing Party and, services and
PinPoint™ provided to or obtained from, the terms of related
contracts with, and the identities of any other identifying
information regarding the customers, clients and suppliers of the
Disclosing Party;
B.
any scientific or
technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the sense
that its confidentiality affords the Disclosing Party a competitive
advantage over its competitors;
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C.
all confidential or
proprietary concepts, documentation, reports, data (including
magnetic tapes), specifications, web sites, screen formats,
computer software, source code, object code, flow charts,
databases, inventions, systems, system security features, system
enhancements, information, know-how, show-how and trade secrets,
whether or not patentable or copyrightable;
D.
all documents,
inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment,
prototypes and models, and any other tangible manifestation of the
foregoing;
E.
any other information
that a Disclosing Party treats as confidential information provided
by an affiliate or other third party; and
F.
any information derived
from any of the foregoing that is treated as
confidential.
ARTICLE IV. RESPONSIBILITIES OF THE
PARTIES
NOW THEREFORE, in
consideration of the premises and of the mutual covenants contained
in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the
Parties in good faith will carry out the obligations set forth in
this Agreement as follows:
A.
The Project
1.
Purpose
. The purpose of
this Agreement is to set out the basis on which the Parties
will:
a.
agree to the
sale’s activity, installation and support of PinPoint™
by Bridgetech in China;
b.
agree on a royalty and
or pricing structure with regards to the revenue generated by the
sale of PinPoint™ in China;
(all such activities
being referred to collectively as the “ Project
”).
B.
Project Terms
1.
Sale, Installation
and Support Relationship Except to the extent
prohibited by applicable law, rules and regulations:
a.
Bridgetech, in
conjunction with their Designated Consultants (“
Consultants ,”) shall be the exclusive provider
of PinPoint™ in China.
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b.
Bridgetech, in
conjunction with their Consultants, shall be responsible for sales
presentations, product installation and product support for
China.
c.
Guardian shall provide
training to Bridgetech and their Consultants as deemed necessary to
facilitate (b) above.
d.
Guardian shall have the
right to participate in the installation and support activities as
they deem appropriate.
e.
Guardian shall provide
Bridgetech, and their Consultants, with the English language
standard marketing materials, collateral materials, and product
documentation materials necessary to support Bridgetech’s
activities under (b) above. Guardian shall have the right to
determine what the reasonable levels of provided materials are
under this section (e).
f.
Bridgetech shall provide
to Guardian an update on ongoing activities as they relate to
PinPoint™ on a monthly basis.
g.
Guardian shall have the
right to approve of entities that Bridgetech wishes to establish as
a Designated Consultant. Approved Consultants shall be listed
in Schedule A to this Agreement.
2.
Royalties and or
Pricing Structure. The Parties agree to the
following:
a.
For PinPoint™
sales by Bridgetech in China when a per passenger transactional
model is deployed:
(i)
45% of all revenue
generated by the PinPoint™ sale shall be paid to
Guardian.
(ii)
45% of all revenue
generated by the PinPoint™ sale shall be paid to
Bridgetech.
(iii) 10% of all revenue
generated by the PinPoint™ sale shall be paid to applicable
Consultant.
(iv) In the
instance that a portion of the revenue generated by the PinPoint
sale is required to be remitted to an applicable airport authority,
or their designated representative, such remittance shall be paid
50% by Bridgetech and 50% by Guardian.
(v) A detailed
accounting of all revenue from applicable PinPoint™ sales
shall be presented within 10 days of the end of each calendar month
by the Airport Authority. All applicable royalties shall be
paid to the respective parties within 30 calendar days of cash
receipt of said royalties by Bridgetech.
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ARTICLE V. SOFTWARE
LICENSE AGREEMENT
See Attachment 1
ARTICLE VI. INTELLECTUAL AND
INDUSTRIAL PROPERTY RIGHTS
A.
Bridgetech acknowledges
that Guardian has developed and uses valuable technical and
non-technical information, patents, trade secrets, copyrights and
the like (collectively, “ Intellectual Property Rights
”) in the Products licensed and distributed under this
Agreement, and that, as between the parties, Guardian owns and
shall retain all Intellectual Property Rights in the Products other
than the limited license granted to Bridgetech under this
Agreement. Bridgetech warrants that neither it nor any of its
employees will convert to their own use or to the use of any other
party any industrial secrets, trade secrets, patent, manufacturing
or other process, copyright or the like owned by Guardian and
obtained by Bridgetech and its personnel by reason of this
Agreement or otherwise.
B.
Title to the source code
and object code forms of the software incorporated in the Products
remains with Guardian, and such source code and object code are a
trade secret and the proprietary property of Guardian.
C.
Bridgetech recognizes
and acknowledges the great value of the goodwill associated with
the name and trademarks of Guardian and the identification of the
Products therewith. Bridgetech will use its best efforts not
to obscure, effect or permit the removal or alteration of any
patent numbers, trade names or marks, warning labels, serial
numbers, or the like affixed to any Product or package.
D.
In no event will
Bridgetech de-compile, modify, disassemble, reproduce or otherwise
reverse engineer any Products or reproduce the manuals and other
documentation accompanying the Products.
E.
All modifications to the
Products will be the sole property of Guardian. Any modifications
to the Products made at the request of Bridgetech or any customers
of Bridgetech will remain the sole property of Guardian.
ARTICLE VII. PATENT,
COPYRIGHT AND TRADE SECRET INFRINGEMENT
A.
Guardian shall
indemnify, defend, and otherwise hold Bridgetech harmless from all
costs, losses, damages or liability (excluding any consequential,
incidental and punitive damages) arising from any judgment awarded
against
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Bridgetech, to the
extent that such judgment is based on a finding that the Products
furnished by Guardian under this Agreement infringe any United
States patent, copyright or trade secret. Guardian shall
defend any suit alleging such infringement which is brought against
Bridgetech or any of its customers, and shall pay all reasonable
legal costs and expenses incurred and satisfy all judgments and
decrees against Bridgetech, provided that Bridgetech notifies
Guardian within ten (10) business days of the date any such claim
becomes known to Bridgetech and Bridgetech provides such assistance
and cooperation to Guardian as is reasonably requested.
Guardian shall have no liability under this Section 13.A with
respect to any infringement claim based upon (i) any Product that
has been modified by anyone other than Guardian; (ii) use of other
than the then-current release of the Product, if infringement could
have been avoided by use of the then-current release and such
current release has been made available to Bridgetech or the
applicable end user; (iii) use of the Product with other software
or hardware, where use with such other software or hardware gave
rise to the infringement claim; (iv) use of any Product in a manner
inconsistent with its documentation or where such use breaches this
Agreement.
B.
In the event Bridgetech
or its customers are enjoined from their use of the Products due to
a proceeding based upon the infringement of any United States
patent, copyright or tra
