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As Of Filer Filing For·On·As Docs:Size 5/20/15 Enigma-Bulwark, Ltd 10-Q 3/31/15 78:3.9M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report 03-31-15 HTML 310K 2: EX-10 Ex 10.25 Amendment to Assignment and License HTML 183K Agreement 3: EX-31 Ex 31.1 SEC 302 Cert-CEO HTML 28K 4: EX-31 Ex 31.2 SEC 302 Cert-CFO HTML 28K 5: EX-32 Ex 32.1 SEC 906 Cert-CEO HTML 24K 6: EX-32 Ex 32.2 SEC 906 Cert-CFO HTML 24K 53: R1 Document and Entity Information HTML 49K 42: R2 Consolidated Balance Sheets (Unaudited) HTML 124K 51: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K (Unaudited) 55: R4 Consolidated Statements of Operations (Unaudited) HTML 76K 72: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 109K 44: R6 Overview HTML 32K 50: R7 Summary of Significant Accounting Policies HTML 58K 38: R8 Investment in Securities HTML 27K 28: R9 Intangible Assets HTML 36K 73: R10 Deferred Revenue HTML 27K 57: R11 Notes and Loans Payable HTML 38K 56: R12 Related Party Transactions HTML 65K 63: R13 Commitments and Contingencies HTML 30K 64: R14 Capital Stock HTML 35K 61: R15 Warrants and Options HTML 55K 65: R16 Restricted Stock Awards HTML 26K 52: R17 Income Taxes HTML 47K 54: R18 Subsequent Events HTML 28K 60: R19 Overview (Policies) HTML 28K 78: R20 Summary of Significant Accounting Policies HTML 107K (Policies) 68: R21 Intangible Assets: Schedule of Intangible Assets HTML 35K (Tables) 47: R22 Notes and Loans Payable: Schedule of Notes and HTML 31K Loans Payable (Tables) 58: R23 Notes and Loans Payable: Schedule of Convertible HTML 29K Notes Payable (Tables) 49: R24 Related Party Transactions: Schedule of Related HTML 46K Party Transactions (Tables) 21: R25 Related Party Transactions: Schedule of HTML 38K Convertible Notes Payable-Related Party (Tables) 69: R26 Warrants and Options: Outstanding and Exercisable HTML 44K Options (Tables) 75: R27 Warrants and Options: Schedule of Stock Options HTML 33K Activity (Tables) 33: R28 Income Taxes: Schedule of Deferred Tax Assets HTML 31K (Tables) 32: R29 Income Taxes: Schedule of Effective Income Tax HTML 38K Rate Reconciliation (Tables) 36: R30 Overview: Going Concern (Details) HTML 27K 37: R31 Summary of Significant Accounting Policies: HTML 27K Foreign Currency Translations (Details) 39: R32 Summary of Significant Accounting Policies: HTML 25K Comprehensive Income (Loss) Note (Details) 19: R33 Investment in Securities (Details) HTML 32K 66: R34 Intangible Assets: Schedule of Intangible Assets HTML 39K (Details) 46: R35 Intangible Assets: Amortization Expense (Details) HTML 26K 48: R36 Deferred Revenue (Details) HTML 30K 24: R37 Notes and Loans Payable: Schedule of Notes and HTML 34K Loans Payable (Details) 77: R38 Notes and Loans Payable: Schedule of Convertible HTML 36K Notes Payable (Details) 13: R39 Notes and Loans Payable: Interest Rates (Details) HTML 27K 40: R40 Notes and Loans Payable: Accrued Interest HTML 25K (Details) 71: R41 Related Party Transactions: Schedule of Related HTML 63K Party Transactions (Details) 23: R42 Related Party Transactions: Schedule of HTML 48K Convertible Notes Payable-Related Party (Details) 31: R43 Related Party Transactions: Interest Rates HTML 27K (Details) 35: R44 Related Party Transactions: Conversion Prices HTML 27K (Details) 43: R45 Related Party Transactions (Details) HTML 50K 18: R46 Related Party Transactions: Accrued Interest HTML 25K (Details) 27: R47 Commitments and Contingencies (Details) HTML 75K 15: R48 Capital Stock (Details) HTML 38K 70: R49 Capital Stock: Current Activity (Details) HTML 45K 22: R50 Capital Stock: Summary of Deferred Stock HTML 31K Compensation (Details) 67: R51 Warrants and Options: Summary (Details) HTML 26K 25: R52 Warrants and Options: Schedule of Options HTML 53K Outstanding (Details) 41: R53 Warrants and Options: Schedule of Options Activity HTML 35K (Details) 14: R54 Warrants and Options: Deferred Stock Option HTML 28K Compensation (Details) 17: R55 Restricted Stock Awards (Details) HTML 37K 34: R56 Income Taxes: Schedule of Deferred Tax Assets HTML 32K (Details) 20: R57 Income Taxes: Schedule of Effective Income Tax HTML 47K Rate Reconciliation (Details) 74: R58 Income Taxes (Details) HTML 33K 45: R59 Subsequent Events: Related Party Transactions HTML 34K (Details) 62: R60 Subsequent Events: Related Party Loans, Interest HTML 24K Rates (Details) 26: R61 Subsequent Events: Related Party Loans, Conversion HTML 25K Price (Details) 29: R62 Subsequent Events: Stock Purchase Agreements HTML 43K (Details) 76: XML IDEA XML File -- Filing Summary XML 114K 16: EXCEL IDEA Workbook of Financial Reports XLSX 100K 30: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 418K 9: EX-101.INS XBRL Instance -- ptss-20150331 XML 602K 7: EX-101.CAL XBRL Calculations -- ptss-20150331_cal XML 83K 8: EX-101.DEF XBRL Definitions -- ptss-20150331_def XML 294K 10: EX-101.LAB XBRL Labels -- ptss-20150331_lab XML 633K 11: EX-101.PRE XBRL Presentations -- ptss-20150331_pre XML 535K 12: EX-101.SCH XBRL Schema -- ptss-20150331 XSD 160K 59: ZIP XBRL Zipped Folder -- 0001379245-15-000017-xbrl Zip 80K
PearLoxx Limited Assignment of Intellectual Property |
AMENDMENT
TO THE
ASSIGNMENT AND LICENSED RIGHTS AGREEMENT
This Amendment to the Assignment and Transfer Agreement (“Agreement”) is made as of March 9th, 2015 (“Effective Date”) between PearTrack Security Systems, Inc. a Nevada corporation at 1327 Ocean Avenue Suite B, Santa Monica, CA 90401(“PTSS”), and PearLoxx Limited, incorporated and registered in England and Wales, whose registered office is at Enterprise House, 97 Alderley Road, Wilmslow, Cheshire, UK SK9 1PT (“PearLoxx”) (PTSS and PearLoxx are each a “Party” and together, the “Parties”). In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
1.1. “Assigned Property”means the Intellectual Property listed in Exhibit “A” being all Intellectual Property Rights contributed by PearTrack Systems Limited forming a part of, embodied in or necessary for use of the PearLoxx Product and all foreground intellectual property created by PearLoxx or by a contractor on behalf of any party to the PearLoxx Agreement in the course of or in connection with the creation of the PearLoxx Product.
1.2. “Adjusted Gross Revenue”means the gross revenue generated by the sale of the PearLoxx Product, less the cost of goods, sales and marketing and taxes.
1.3. “Cost of goods” means the cost to manufacture the PearLoxx Product plus the cost to deliver the PearLoxx Product to the customer. (PTSS anticipates that its manufacturing partner will send the units directly to the customer and those costs will be added to the cost of goods to PTSS.)
1.4. “Sales and Marketing” means:
a) the sales and marketing cost attributed to the sale and marketing endeavours specific to the PearLoxx Product. General sales and marketing for PearTrack, as a Company, or its general branding and corporate communications material will not be included. Specific expense line items attributable would be as follows: collateral material, printing material, travel, phone, dinners, and traditional marketing related items; and
b) Sales channel expenses such as distributor and sales agent costs, sales commissions and any and all fees related to the sale of the PearLoxx Product.
1.5. “Taxes”means any tax, levy, impost, fee, assessment, deduction or charge made by any taxing authority on the manufacture, sale or delivery of the PearLoxx Product.
1.6. “Licensed Rights”means the property listed in Exhibit “B”, namely the rights licensed by Nils Agne Emanuel Olsson and Sweloxx Scandinavia AB to PearLoxx under Agreement of 12 October 2012 as set out in Exhibit “B” comprising all Intellectual Property and Intellectual Property Rights forming a part of, embodied in or necessary for the use of the Licensed Rights.
1.7. “PearLoxx Product”means a locking device containing a battery powered GPS Tracking and Asset Monitoring capability using the respective technologies of both PearTrack Systems Limited and Sweloxx Scandinavia AB, as further defined in Exhibit “C”.
1.8. “Intellectual Property”means all technology and intellectual property, regardless of form, including without limitation: published and unpublished works of authorship, including without limitation audiovisual works, collective works, computer programs, compilations, databases, derivative works, literary works, mask works, and sound recordings (“Works of Authorship”); inventions and discoveries, including without limitation articles of manufacture, business methods, compositions of matter, improvements, machines, methods, and processes and new uses for any of the preceding items (“Inventions”); words, names, symbols, devices, designs, and other designations, and combinations of the preceding items, used to identify or distinguish a business, good, group, product, or service or to indicate a form of certification, including without limitation logos, product designs, and product features (“Trademarks”); and information that is not generally known or readily ascertainable through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques (“Confidential Information”).
1.9. “Intellectual Property Rights”means all rights in, arising out of, or associated with Intellectual Property in any jurisdiction, including without limitation: rights in, arising out of, or associated with Works of Authorship, including without limitation rights in mask works and databases and rights granted under the Copyright Act (“Copyrights”); rights in, arising out of, or associated with Inventions, including without limitation rights granted under the Patent Act (“Patent Rights”); rights in, arising out of, or associated with Trademarks, including without limitation rights granted under the Lanham Act (“Trademark Rights”); rights in, arising out of, or associated with Confidential Information, including without limitation rights granted under the Uniform Trade Secrets Act (“Trade Secret Rights”); rights in, arising out of, or associated with a person’s name, voice, signature, photograph, or likeness, including without limitation rights of personality, privacy, and publicity (“Personality Rights”); rights of attribution and integrity and other moral rights of an author (“Moral Rights”); and rights in, arising out of, or associated with domain names (“Domain Name Rights”).
2. Assignment. PearLoxx hereby perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to PTSS and its successors and assigns, all of PearLoxx’s right, title, and interest in and to the Assigned Property. PearLoxx further perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to PTSS and its successors and assigns all claims for past, present and future infringement or misappropriation of the Intellectual Property Rights included in the Assigned Property, including all rights to sue for and to receive and recover all profits and damages accruing from an infringement misappropriation prior to the Effective Date as well as the right to grant releases for past infringements. PearLoxx hereby waives and agrees not to enforce all Moral Rights and all Personality Rights that PearLoxx may have in the Assigned Property.
3. Licensed Rights:Subject to Clause 4 and Clause 8, PearLoxx hereby grants to PTSS and its successors and assigns the right to use the Olsson Licensed Rights and Sweloxx Licensed Rights as comprised within the PearLoxx Product including all rights to sue for and to receive and recover all profits and damages accruing from any infringement, misappropriation of those Licensed Rights from the date of signing this Agreement.
4. No Restriction: The transfer of the Licensed Rights from PearLoxx to PTSS shall not in any way inhibit or prevent the right of Sweloxx Scandinavia AB to continue its business of constructing, marketing, selling and distributing its own patented locks and related products worldwide, including the so called “Permanent Unit”, which is a locking device permanently affixed to a container, as well as a free standing clip-on housing gadget, offered as an option to buyers of the Sweloxx locks.
5.1. Royalties.In consideration for the assignment of the Assigned Property and grant of the rights to use the Licensed Rights, PTSS shall pay to PearLoxx the following by way of royalties based upon the Adjusted Gross Revenue generated from the sale of the PearLoxx System:
a) Five percent (5%) of the Adjusted Gross Revenue generated by sales of the PearLoxx Product between one dollar (US $1.00) and five million dollars (US $5,000,000); and
b) Three percent (3%) of the Adjusted Gross Revenue generated by sales of the PearLoxx Product between five million and one dollars (US $5,000,001) and ten million dollars (US $10,000,000); and
c) Two and one half percent (2.5%) of the Adjusted Gross Revenue generated by sales of the PearLoxx Product above ten million and one dollars (US $10,000,001).
All payments hereunder shall be made in U.S. dollars via wire transfer of immediately available funds to an account designated by PearLoxx within sixty (60) days after the end of each calendar quarter.
5.2. Equity. In consideration for the assignment of the Assigned Property and grant of the rights to use the Licensed Rights PTSS shall grant to PearLoxx and or its designee, the right to purchase five million seven hundred six thousand five hundred and six (5,706,506) shares of PTSS Common stock at par value $.001. The Stock Purchase Agreement is attached hereto as Exhibit “B”.
5.3. Consulting Agreement.In consideration for the assignment of the Assigned Property and grant of the rights to use the Licensed Rights, PTSS shall enter into a Consulting Agreement with PearLoxx and/or its designee. The Consulting Agreement is attached hereto as Exhibit “C”.
6. Reports, Books and Records; Audit; Late Payments and Taxes.
6.1. Reports. Within sixty (60) days after the last day of each quarter during the Term, PTSS shall submit to PearLoxx a written statement (the “Quarterly License Reporting Statement”) detailing with respect to the preceding quarterly period: (a) all PearLoxx Product Gross Revenueand Adjusted Gross Revenue; and (b) Royalty to be paid to PearLoxxunder this Agreement based on such Gross Revenue.
6.2. Adjustments. If PTSS has to reverse previously recognized Adjusted Gross Revenue reported under a previous Quarterly License Reporting Statement, PTSS can claim credit on a subsequent Quarterly License Reporting Statement for the same quarter it reverses the previously recognized Adjusted Gross Revenue in PTSS’ income statement. Such credit will not exceed the amount of Royalty to be paid in the then-current quarter, but the unused credit may be carried over to succeeding quarters.
6.3. Payment Timing. PTSS shall pay PearLoxx, on a quarterly basis, the Royalty amounts reported in the Quarterly License Reporting Statement for such quarter not later than sixty(60) days after the end of such quarter.
6.4. Books and Records. PTSS shall maintain appropriate books of account and records with respect to PearLoxx Product Gross Revenue,Adjusted Gross Revenue and Royalty in accordance with generally accepted accounting principles and shall make complete and accurate entries concerning all transactions relevant to the Agreement. All such books of account and records shall be kept available by PTSS for no less than three (3) years after the end of each calendar year, or, in the event of a dispute between the parties involving in any way those books of accounts and records, until such time as the dispute will have been resolve, whichever is later.
6.5. Audit. PearLoxx shall have the right during the Term and for a period of three (3) years after the end of the calendar year, or, in the event of a dispute concerning the accuracy and/or correctness of a Quarterly License Reporting Statement or any other payment made under this Agreement, until the dispute is resolved, whichever is later, through an independent public accountant or other qualified expert selected by PearLoxx and reasonably acceptable to PTSS, in inspect and examine PTSS’ relevant books of accounts and records, server log files and other documents (including, without limitation, vouchers, records, purchase orders, sales orders, re-orders, agreements and technical information) relating to the subject matter of this Agreement. Such inspection and examination shall be done to confirm that appropriate payments have been made or that the PearLoxx Patents are being used only within the license granted under this Agreement. There shall be only one such audit per calendar year. Any such audit shall take place upon reasonable prior written notice to PTSS and during PTSS’ regular business hours. Except as set forth in Section 6.6, the cost of such audit shall be borne by PearLoxx.
6.6. Late Payments. PearLoxx shall be entitled to charge, and PTSS shall pay, interest on any overdue amounts under this Agreement at the rate of one percent (1%) per month (or part thereof), or at such lower rate as may be the maximum rate allowed under applicable law. In the event that an audit reveals any undisputed underpayment, PTSS shall, within thirty (30) days after written notice from PearLoxx, make up for such underpayment by paying the difference between amounts the audits reveals and the amounts PTSS actually paid, together with such interest on such difference. If the underpayment is more than ten percent (10%), PTSS shall pay the reasonable cost of the audit. If any amount is overdue by more than ninety (90) days, in addition to any other remedies PearLoxx may have under this Agreement, PearLoxx can turn over the right to collect such overdue amounts to a collection agency. PTSS shall be responsible for any reasonable costs incurred by PearLoxx or such collection agency in collecting any amount that is overdue by more than ninety (90) days including, but not limited to, reasonable attorney’s fees.
6.7. Taxes. In addition to the fees, royalties and other charges set forth in this Agreement, PTSS shall pay all taxes, duties and levies imposed by all national, state, province and local authorities (including, without limitation, export, sales, use and excise) based on the transactions or payments under this Agreement. Amounts payable to PearLoxx by PTSS hereunder shall be paid without deduction or withholding for or on account of any present or future tax, levy, impost, fee, assessment, deduction or charge by any taxing authority except the withholding tax deductible on any tax based PearLoxx income.
7.1. This Agreement shall continue indefinitely unless or until terminated for cause by one of the following occurrences namely if:
a) PTSS breaches any material provision of this Agreement and fails to remedy such breach within ninety (90) days of PearLoxx’s written notice of such breach (or, if such breach cannot be remedied in that time, fails to commence remedial procedures within said ninety (90) day period and diligently prosecutes the cure to completion);
b) Any payment due PearLoxx hereunder, including additional payments found due as the result of an audit conducted pursuant to section 6.5 and 6.6 hereof and interest due thereon, remains unpaid for a period of more than sixty days from the date said payments first became due and payable.
c) PTSS dissolves, becomes insolvent or makes a general assignment for the benefit of its creditors; or
d) a voluntary or involuntary petition or proceeding is commenced by or against PTSS under the applicable bankruptcy laws or any other statute of any state or country relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceedings for the settlement of PTSS’s debt is instituted.
7.2. Injunctive Relief. If PearLoxx terminates this Agreement in accordance with Section 7.1 and PTSS thereafter makes, uses or sells systems, methods, apparatuses or code modules covered by one or more of the claims of the Licensed Patents of Sweloxx or Nils Olsen, then PearLoxx shall, at its option, be entitled to seek an injunction to prohibit such activity and, in any event, shall be entitled to money damages, together with attorneys fees for enforcement of this Agreement.
7.3. Effect of Termination. Upon the expiration or sooner termination of this Agreement:
a) All rights and licenses granted to PTSS hereunder of the Licensed Rights will terminate, and PTSS shall cease use of the Licensed Rights;
b) PTSS will destroy or return to PearLoxx all Confidential Information of PearLoxx and all copies of any of the foregoing;
c) PearLoxx, at its option, will destroy or return to PTSS all Confidential Information of PTSS and all copies of the foregoing.
8. Confidentiality. PearLoxx must not use any Confidential Information assigned as part of the Assigned Property except for the benefit of PTSS. PearLoxx must not disclose such Confidential Information to third parties. PearLoxx must take reasonable steps to maintain the confidentiality and secrecy of such Confidential Information and to prevent the unauthorized use or disclosure of such Confidential Information. Any breach of these restrictions will cause irreparable harm to PTSS and will entitle PTSS to injunctive relief in addition to all applicable legal remedies.
9. Representations and Warranties. PearLoxx represents and warrants to PTSS that: PearLoxx exclusively owns all right, title, and interest in and to the Assigned Property and has the right to transfer its license of the Licensed Rights; PearLoxx has not granted and will not grant any licenses or other rights to the Assigned Property or Licensed Rights to any third party; the Assigned Property is free of any liens, encumbrances, security interests, and restrictions on transfer; to PearLoxx’s knowledge, the Intellectual Property that is assigned as part of the Assigned Property does not infringe Intellectual Property Rights of any third party; and there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the Assigned Property
10. Indemnification. PearLoxx will defend, indemnify, and hold harmless PTSS, and PTSS’s officers, directors, shareholders, successors, and assigns, from and against all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind and character that PTSS, its officers, directors, shareholders, successors, and assigns may incur, suffer, or be required to pay arising out of, based upon, or by reason of: the breach by PearLoxx of any of the representations or warranties made by PearLoxx under this Agreement; PearLoxx’s use of the Assigned Property prior to the date of this Agreement; or PearLoxx’s failure to perform its obligations under this Agreement.
11.1. Assistance. PearLoxx will take all action and execute all documents as PTSS may reasonably request to effectuate the transfer of the Assigned Property and the vesting of complete and exclusive ownership of the Assigned Property in PTSS. In addition, PearLoxx will, at the request and sole cost and expense of PTSS, but without additional compensation, promptly sign, execute, make, and do all such deeds, documents, acts, and things as PTSS may reasonably require:
a) to apply for, obtain, register, maintain and vest in the name of PTSS alone (unless PTSS otherwise directs) Intellectual Property Rights protection relating to any or all of the Assigned Property in any country throughout the world, and when so obtained or vested, to renew and restore the same;
b) to defend any judicial, opposition, or other proceedings in respect of such applications and any judicial, opposition, or other proceedings or petitions or applications for revocation of such Intellectual Property Rights; and
c) to assist PTSS with the defence and enforcement of its rights in any registrations issuing from such applications and in all Intellectual Property Rights protection in the Intellectual Property.
12. Power of Attorney. If at any time PTSS is unable, for any reason, to secure PearLoxx’s signature on any letters patent, copyright, or trademark assignments or applications for registrations, or other documents or filings pertaining to any or all of the Assigned Property, whether because of PearLoxx’s unwillingness, or for any other reason whatsoever, PearLoxx hereby irrevocably designates and appoints PTSS and its duly authorized officers and agents as its agents and attorneys-in-fact, to act for and on its behalf and stead to execute and file any and all such applications, registrations, and other documents and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by PearLoxx.
13.1. Injunctive Relief.A breach of this Agreement may result in irreparable harm to PTSS and a remedy at law for any such breach will be inadequate, and in recognition thereof, PTSS will be entitled to injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by PearLoxx without showing or proving actual damages.
13.2. Binding on Successors.This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that PearLoxx may not assign this Agreement without the consent of PTSS.PTSS may assign this Agreement in its discretion.
13.3. Governing Law and Jurisdiction.This Agreement will be governed by, and construed in accordance with, the laws of the State of California without reference to its conflict of laws provisions. With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in Los Angeles County, California.
13.4. Amendment and Waiver.This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.
13.5. Severability.If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.
14. Entire Agreement.This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
PEARLOXX: PEARLOXX LIMITED
/s/ Dimitri Papalios
By: Dimitri Papalios
Title: President
PTSS: PEARTRACK SECURITY SYSTEMS, INC.
Title: CEO
The following areas of interest define the PearTrack Intellectual Property portfolio:
Firmware
Software IP includes but is not limited to; embedded software contained within an application specific hardware platform. Firmware may be in the form of a pre or post-compiled code.
Product | File Name or Location | Description |
Status |
PT-30RC | PT-30_FW_v0.4 | Operating Software for next generation rechargeable units. | Alpha |
PT-90RC | PT-90_FW_v0.8 | Operating Software for next generation rechargeable units. | Alpha |
PT-xxx | bt2_3_51.hex | Embedded software for PT-xxx v1.4x hardware platform | Released |
PT-xxx | bt2_3_60.hex | Embedded software for PT-xxx v1.5x hardware platform | Released |
Hardware
Hardware IP includes but is not limited to; Application specific electronic system(s) and/or design that are normally in the form of schematic and printed circuit board design files.
Product | File Name or Location | Description | Status |
PT-30RC | PT-30_v2_4_SCH |
PT-30 Schematic design | Beta |
PT-30RC | PT-30v2_5_PCB | PT-30 PCB Design | Beta |
PT-30RC | PT-30v2_BOM | PT-30 PCBA Bill of Materials | Beta |
PT-90RC | PT-90v1_2_SCH | PT-90 Schematic design | Beta |
PT-90RC | PT-90v2_6_PCB | PT-90 PCB Design (also for PT-100) |
Beta |
PT-90RC | PT-90v1_2_BOM | PT-90 PCBA Bill of Materials | Beta |
PT-xxx | PT-xxx v1_52_SCH | PT-xxx Schematic design – common to all non-rechargeable units | Released |
PT-xxx | PT-xxx v1_55_PCB | PT-xxx PCB Design – common to all non-rechargeable units | Released |
PT-xxx | PT-xxx BOM rev 1.54 | PT-xxx PCBA Bill of Materials – common to all non-rechargeable units | Released |
Mechanical
Design IP being pledged includes but is not limited to; Product or Production tooling, Fixtures, etc.
Product | File Name or Location | Description | Status |
PT-30RC | PT-30_Case |
PT-30 Enclosure case tooling. Held by Colemart Ltd Liverpool | Released |
PT-90RC | PT-90v1_0_Enc | PT-90 Enclosure Design – not yet tooled | Prototype |
PT-500 | PT-500_Bat_Clamp |
PT-700 Battery clamp tooling. Currently held by NBKEAO, China | Released |
PT-700 | PT-700_Bat_Clamp | PCB support frame for PT-xxx units Held by NBKEAO, China | Released |
PT-xxx | PT-xxx_PCB_Frame |
PCB support frame for PT-xxx units Held by NBKEAO, China | Released |
Software
Software IP includes but is not limited to; Software applications, interfaces, and tools. i.e. Web portal tracking platform, Back-office services, and Hardware programming tools. Software may be in the form of pre or post-complied code.
Name | File Name or Location | Description |
Status |
PT_Comm | PearTrack Communication Protocol Manual v1_2 | Hardware communication protocols as defined in the document for non-rechargeable PT-xxx family | Released |
Poll_App | poll.exe | PC based SMS and GPRS Rx driver SW for the PT-xxx family (dev only) | Released |
BTemu_App | btemu.exe | PC based incoming GPRS emulator, used for testing GPRS server software (dev only). | Released |
GPRS_App | gprs.exe | PC app which receives data from PT-xxx and displays the data (dev only) | Released |
BasicTrak | In version control, as found at; | Minimal functionality web tracking application with only a tracking page, history, a unit status page and user preference page | Released |
Corptrak | In version control, as found at; https://pl3.projectlocker.com/BAKTRAK | High end tracking portal / web application as found at Multiple web sites are available by using different CSS per site. | Released |
PT_DAL |
Data Access Layer | Consists of a number of databases, tables, functions, stored procedures and jobs. These together form the core data handling functions of the platform as well as serving the web applications. | Released |
Listener | TrakPortX | IP port monitor and incoming communication handler | Released |
Parser | TrakParserX | Monitors the database looking at the parser queue, and decodes incoming data | Released |
Geoparser | TrakGeocodeX | Monitors the database looking at the GeoCode parser queue. Once a message is found the geoparser performs a Reverse Geocode function | Released |
Port Watchdog | TrakWatchDog | Listener access monitor. Email and SMS alerts to system administrator | Released |
Web Watchdog | TrakWatchDogWeb | HTTP connection monitor. Email alerts to system admin in event of error | Released |
GCH Admin | In version control, as found at; http://Admin.pmvision-software.co.uk | System admin / developer tools as found at; To enable the set up of backend items to run the various wed applications. | Released |
View Data | As found at; http://79.171.34.59:48100 | Web tool to allow hardware developers to see messages coming into the platform in their raw state. | Released |
Web Services | wsPassthrough.asmx wsMessagesBasic.asmx | Provides external comm. to the platform via webservices to send and receive data | Released |
PT-xxx | eerom_51.exe | Configuration tools for writing EERom file for PT-xxx units version bt2_3_51 FW | Released |
PT-xxx | eerom_60.exe | Configuration tools for writing EERom file for PT-xxx units version bt2_3_60 FW | Released |
COMMON STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 9th day of March 2015, by and between PearTrack Security Systems, Inc., a fully reporting Nevada corporation, at 1327 Ocean Avenue Suite B Santa Monica, CA 90401 (“Seller” or “PTSS”) and Brook Invest & Finance S.A.a British Virgin Islands Company with its Registered Office at P.O. Box 146, Road Town, Tortola, British Virgin Islands; (“Purchaser” or “BROOK”).
WHEREAS, Seller has authorized two hundred and fifty million (250,000,000) shares of Common stock and twenty-five million (25,000,000) shares of $.001 par value preferred stock; and
WHEREAS, as part of the consideration of the Amendment to Assignment and License Agreement between PearLoxx Limited and Seller dated March 9, 2015, Seller has agreed to deliver a total of five million seven hundred six thousand five hundred and six (5,706,506)shares to Purchaser (the “Purchased Shares”) as set forth in Exhibit “B” to this Agreement; and
WHEREAS, Seller grants Purchaser the right to acquire the Purchased Shares as part of the consideration of the Consulting Agreement between BROOK and Seller; and
WHEREAS, Purchaser desires to purchase the Purchased Shares and Seller desires to sell the Purchased Shares, upon the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Agreement, and in order to consummate the purchase and the sale of the Purchased Shares, it is hereby agreed as follows:
1. PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated herby, Seller shall sell, convey, transfer, and deliver to Purchaser certificates representing the Purchased Shares, and Purchaser shall purchase from Seller the Purchased Shares in consideration of the purchase price set forth in Exhibit “B” to this Agreement. The certificates representing the Purchased Shares shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of Seller. The closing of the transactions contemplated by this Agreement (“Closing”), shall be held at 1327 Ocean Avenue Suite B Santa Monica, CA 90401 on March 30, 2015, at 10:00 AM PST, or such other place, date and time as the parties hereto may otherwise agree.
2. NUMBER OF PURCHASED SHARES AND PAYMENT OF PURCHASE PRICE. The number of Purchased Shares and total consideration for the purchase of the Purchased Shares are set forth in Exhibit “B” to this Agreement.
3. REGISTRATION RIGHTS. The Purchased Shares have certain Registration Rights as set forth in the Registration Rights Agreement attached herewith as Exhibit “C”.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:
a. Organization and Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.
i. Seller is not a party to any agreement, written or oral, creating rights in respect of the Purchased Sharesin any third person or in relation to the voting of the Corporation’s Stock.
ii. Seller is the lawful owner of the Purchased Shares, free and clear of all security interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Purchased Shares, nor are there any securities convertible into such stock.
5. NO BROKERAGE COMMISSION, FINDER’S FEE OR LIKE PAYMENT. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller or Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transaction contemplated hereby.
a. Entire Agreement. This agreement (including the exhibits hereto and any written agreements referred to herein executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
b. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
c. Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Los Angeles County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
IN WITNESS WHEREOF, This Agreement has been executed by each of the parties hereto on the date first above written.
SELLER:
PearTrack Security Systems, Inc.
By: /s/ Edward W. Withrow, Jr
CEO
BUYER:
Brook Invest & Finance S.A.
By: /s/ Kiran C. Patel
Director
EXHIBIT
“A”
PURCHASERS EQUITY OWNERSHIP
IN
PEARTRACK SECURITY SYSTEMS, INC.
Five Million Seven Hundred Six Thousand Five Hundred and Six (5,706,506)Shares of Common Stock of PearTrack Security Systems, Inc. held in the name of Brook Invest & Finance SA.
“B”
NUMBER OF SHARES TO BE PURCHASED
AND
PAYMENT OF PURCHASE PRICE
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (“Agreement”) is made and entered into as of the 9th day of March, 2015 (the “Effective Date”), by and between Brook Invest & Finance S.A.,a British Virgin Islands Company, with its Registered Office at P.O. Box 146, Road Town, Tortola, British Virgin Islands (“BROOK”) and PearTrack Security Systems, Inc., a Nevada corporation, having a principal place of business at 1327 Ocean Avenue Suite B Santa Monica, CA 90401 (“PTSS” or the “Company”).
WHEREAS, in connection with the purchase by BROOK of five million seven hundred six thousand five hundred and six (5,706,506)shares of the Company’s Common Stock (the “Purchased Shares”), the Company has agreed to enter into this Registration Rights Agreement.
NOW THEREFORE, in consideration of the mutual agreements, covenants and conditions and releases contained herein, the Company and the Purchaser hereby agree as follows:
If to Registrant, to: | Brook Invest & Finance SA P.O. Box 146, Road Town Tortola, British Virgin Islands Fax: Email: Kiran@whitmill.com Attention: Kiran C. Patel
|
If to the Company, to: | PearTrack Security Systems, Inc. 1327 Ocean Avenue, Suite B Fax: (888) 899.1399 billw@peartracksecuritysystems.com Attention: Edward W. Withrow Jr |
Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date delivered, if delivered personally, (b) two business days after being sent, if sent by Federal Express, (c) one business day after being sent, if sent by telecopier with confirmation of good transmission and receipt, and (d) three business days after being sent, if sent by registered or certified mail. Each of the parties herewith shall be entitled to specify another address by giving notice as aforesaid to each of the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| PEARTRACK SECURITY SYSTEMS, INC.
By: CEO
|
| BROOK INVEST & FINANCE SA
By: __________ Director |
|
|
This Consulting Agreement (the "Agreement") is entered into as of this 9th day of March, 2015 (the "Effective Date"), by and between PearTrack Security Systems, Inc. a Nevada corporation with offices at 1327 Ocean Avenue, Suite B, Santa Monica, CA 90401 (PTSS or the "Company") and Brook Invest & Finance S.A.,a British Virgin Islands Company, with its Registered Office at P.O. Box 146, Road Town, Tortola, British Virgin Islands ("Consultant") (together the "Parties").
WHEREAS, Consultant possesses certain relationships in the international shipping of commercial goods business, operators and owners of maritime ports and insurance companies; and
WHEREAS, Company believes that Consultants business relationships and acumen are valuable and have the potential to generate business for Company. Therefore Company wishes to retain the services of Consultant on the terms and conditions set forth below, and
WHEREAS, Consultant is willing to provide services to Company, on the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. Services. Consultant will perform the services set forth on Exhibit “ONE”, or as amended by mutual written agreement. It is agreed and understood that the nature and manner of services provided hereunder shall be within Consultant’s area of professional expertise and/or historical experience.
(a) Direction. Consultant shall be directed by and shall report to E. William Withrow Jr. or his successor.
(b) Start Date. Consultant's consulting obligations to Company shall begin on April 1, 2015.
(c) Term. This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with Section 15, shall continue up to and including April 1, 2020 (the "Term"). The Parties can automatically extend the Term in one-year increments upon mutual agreement. Any extension shall be in writing.
2. Method of Performance. Consultant and Company shall mutually determine the method, details, and means of performing and fulfilling its duties hereunder.
3. Other Employment. Company acknowledges and agrees that Consultant may assume other commitments, and has ongoing or intends to obtain engagements outside of Consultant's work for Company during the Term ("Other Engagements"); provided that Consultant fully complies with the confidentiality obligations contained in Section 9. Consultant shall reasonably notify Company of any Other Engagements, which may pose a conflict of interest, it being understood that such notice shall allow Company sufficient basis to proceed in accordance with Section 15(b)(2), below.
4. Status as Independent Contractor; Nature of Relationship. It is agreed and understood that Consultant is an independent contractor and will not act as an agent nor shall those acting on behalf of Consultant be deemed an employee of Company for the purposes of any employee benefit programs, income tax withholding, FICA taxes, unemployment benefits, and worker’s compensation insurance, or otherwise. Consultant shall not enter into any agreement or incur any obligations on Company’s behalf, or commit Company in any manner without Company’s prior written consent.
5. Resources. Consultant shall provide such tools and facilities, as Consultant may deem necessary in the performance of Consultant's duties hereunder. Upon Consultant's reasonable request, Company shall provide such incidental resources to Consultant as Company in its discretion believes may be warranted.
6. Compensation. It is agreed and understood, that subject to the Term and performance under Section 1, Consultant shall be paid as follows:
(a) Sales Commission Compensation.
a. Company will pay the following commissions to Consultant on all of the Adjusted Gross Revenue generated from the sale of its PearTrack or PearLoxx Products to customers introduced by the Consultant, as well as the revenue generated from those customers by way of monthly fees attributed to the PearTrack or PearLoxx online Tracking Portal:
i. Fifty (50%) percent of all adjusted gross revenue up to five hundred million (US $500,000,000) dollars; and
ii. Thirty (30%) percent of all adjusted gross revenue in excess of five hundred million (US $500,000,000) dollars.
7. Expenses. Consultant will be reimbursed for the reasonable expenses Consultant incurs directly in connection with services provided under this Agreement, following the submission of documentation evidencing and confirming such expenses.
8. Compliance with all Laws. Consultant agrees that in the course of providing its services to Company, it shall not engage in any practice or commit any acts in violation of any federal, state or local law or ordinance.
9. Non-Disclosure Obligations.
(a) Definition of "Information." “Information” shall mean materials, data, or information in any form, whether written, oral, digital, or otherwise, provided by or obtained from Company, Company's agents, or Company's contractors in connection with Consultant's engagement by Company. Technical or business information of a third person furnished or disclosed to Consultant under this Agreement shall constitute Information of Company unless otherwise specifically indicated in writing.
(b) Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall mean Information regarding Company's business and products, and including any new PearTrack or PearLoxx products and/or IP, including, but not limited to, Information regarding GPS tracking, monitoring and security products, processing and manufacturing capabilities, copyrighted or patentable subject matter, research, development, innovations, inventions, designs, technology, improvements, trade secrets, business affairs and finances, customers, employees, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, data formats, and business methodologies.
(c) Consultant's Obligations. Consultant shall maintain all Confidential Information relating to or obtained from Company by Consultant in confidence, and Consultant shall use best efforts to protect and safeguard the Confidential Information.
(d) Use of Confidential Information. Without Company's prior written approval, Consultant: (a) shall not use Confidential Information directly or indirectly for any purpose except in connection with the services Consultant performs on behalf of Company; and (b) shall not disclose, sell, assign, transfer, share or lease Confidential Information of Company, or make such Confidential Information available to, or make it available for the use or benefit of, any third party.
(e) Exceptions to Confidentiality Obligations. The obligations of this Agreement shall not apply to Confidential Information which Consultant shall demonstrate, by clear and convincing evidence:
10. Former Engagement Information. Consultant shall not, during Consultant's engagement with Company, improperly use or disclose any proprietary information or trade secrets of any former employer, hiring party, or other person or entity with which Consultant has an agreement or duty to keep in confidence, if any, and shall not bring onto the premises of Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person, hiring party, or entity.
11. Court or Agency Order. In the event Consultant receives a subpoena or order of a court or administrative body requesting disclosure of Company’s Confidential Information, Consultant agrees (a) that, as promptly as possible after learning of such disclosure obligation and before making such disclosure, Consultant shall notify Company of such obligation to make such disclosure, to allow Company an opportunity to object to such disclosure or to obtain a protective order or other appropriate relief; (b) that Consultant shall provide such cooperation and assistance, at Company's expense, as Company may reasonably request in any effort by Company to obtain such relief; and (c) that Consultant shall take all appropriate steps to limit the amount and scope of Confidential Information so disclosed and to protect its confidentiality.
12. Non-Solicitation. Consultant agrees not to solicit or encourage employees of Company to work for a Competitor during the Term, and for a period of one year after expiration of the Term. "Competitor" means any person or organization, including Consultant him or herself, engaged in, or about to become engaged in, research on or the acquisition, development, production, distribution, marketing or providing of a Competing Product. "Competing Product" means any product, process, or service of any person or organization other than Company, in existence or under development, which both (A) is identical to, substantially the same as, or an adequate substitute for any product, process, or service of Company, in existence or under development, on which Consultant works during the Term or about which Consultant acquires Confidential Information, and (B) is (or could reasonably be anticipated to be) marketed or distributed in such a manner and in such a geographic area as to actually compete with such product, process or service of Company.
13. Inventions. For purposes of this Agreement, the term "Inventions" shall mean any and all inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which relate to the business and products of Company, as defined in Exhibit D and including any new products and/or IP and which Consultant either (i) solely or jointly conceives, develops, or reduces to practice during Company time, at Company's direction, or using Company equipment or resources; or (ii) solely or jointly conceives, develops, or reduces to practice based on Company Confidential Information. Consultant will promptly make full written disclosure of Inventions to Company and will hold such Inventions in trust for the sole right and benefit of Company. Consultant hereby assigns to Company all Consultant's right, title and interest in and to Inventions. Without limiting the foregoing, Consultant further acknowledges that all Inventions (x) which are original works of authorship; (y) which are made by Consultant (solely or jointly with others) within the scope of Consultant's engagement hereunder; and (z) which are protectable by copyright, shall be deemed, to the extent applicable, “works made for hire,” as that term is defined in the United States Copyright Act. It is agreed and understood that Consultant inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws), which do not qualify as “Inventions” hereunder, shall not be subject to this Section 13.
14. Patent and Copyright Registration. Consultant agrees to assist Company, or its designee, at Company’s expense, in every reasonable way to secure Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
15. Termination. This Agreement may be terminated without liability as follows:
For Cause. If either Party is in material breach, the non-breaching party may terminate this Agreement upon providing the breaching party (a) with written notice, specifying the breach, and (b) with a ten (10) day opportunity to cure, commencing upon the effective date of such notice.
16. Consequences of Termination on Compensation.
Any introduction of a customer by the Consultant occurring prior to termination which results in a signed contract between the Company and the customer for the provision of PearTrack or PearLoxx products and/or services either prior to or within a year of Termination shall accrue Compensation in accordance with clause 6(c) above. Termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement.
17. Survival. The following provisions shall survive the expiration or termination of this Agreement: Sections 6, 9, 11, 12, 14, and 17.
18. Return of Property. Consultant expressly agrees that upon completion its consulting services under this Agreement, or at any time prior to that time upon request of Company, Consultant will return to Company all property of Company obtained or received by Consultant during the Term of this Agreement including, but not limited to, any and all files, computers, computer equipment, software, diskettes or other storage media, documents, papers, records, notes, agenda, memoranda, plans, calendars and other books and records of any kind and nature whatsoever containing information concerning Company or its customers or operations.
19. No Oral Modification. This Agreement may not be changed orally, and no modification, amendment, or waiver of any provision contained in this Agreement, or any future representation, promise, or condition in connection with the subject matter of this Agreement shall be binding upon any party hereto, unless made in writing and signed by such party.
20. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any and all previous agreements of any kind whatsoever between them, whether written or oral, and all prior and contemporaneous discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. This is an integrated document.
21. Severability. In the event that any provision of this Agreement or the application thereof should be held to be void, voidable, unlawful or, for any reason, unenforceable, the remaining portion and application shall remain in full force and effect, and to that end the provisions of this Agreement are declared to be severable.
22. Governing Law. This Agreement is made and entered into, and shall be subject to, governed by, and interpreted in accordance with the laws of the State of California and shall be fully enforceable in the courts of that state, without regard to principles of conflict of laws. The Parties (i) agree that any suit, action or other legal proceeding arising out of this Agreement may be brought in the United States District Court for the District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Alameda County, California; (ii) consent to the jurisdiction of any such court; and (iii) waive any objection which they may have to the laying of venue in any such court. The Parties also consent to the service of process, pleadings, notices or other papers by regular mail, addressed to the party to be served, postage prepaid, and registered or certified with return receipt requested.
23. Notices. All notices, requests, consents, approvals and other communications required or permitted under this Agreement ("Notices") shall be in writing and shall be delivered to the addresses listed above, by mail, by hand, or by facsimile transmission, unless otherwise provided in this Agreement. Such Notices shall be effective (i) if sent by mail, three business days after mailing; (ii) if sent by hand, on the date of delivery; and (iii) if sent by facsimile, on the date indicated on the facsimile confirmation. Any party may change its address or facsimile number for notification purposes by giving all of the individuals and entities noted above notice, in accordance with the notice provisions set forth in this Section, of the new address or facsimile number and the date upon which it will become effective.
24. No Assignment. Neither this Agreement nor any portion hereof is assignable.
25. Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the effect of a signed original.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by the undersigned duly authorized persons as of the day and year above stated.
PEARTRACK SECURITY SYSTEMS, INC.
By: ______________________
Name: Edward W. Withrow Jr.
Title: CEO
BROOK INVEST & FINANCE SA
By: ________________________
Name: Kiran C. Patel
Title: Director
CONSULTANT’S SERVICES
WHEREAS, Consultant possesses certain relationships in the international shipping of commercial goods business, operators and owners of maritime ports and insurance companies; and
WHEREAS, Company believes that Consultants business relationships and acumen are valuable and have the potential to generate business for Company. Therefore Company wishes to retain the services of Consultant which shall be as follows:
During the Term of the Contract, the Consultant shall use its best endeavors to introduce the Company and its products to:-
5. any other transportation industry sector that is involved in the shipment of goods and that would benefit from the Company’s products
In addition to the foregoing, the Consultant shall make introductions to ‘policy makers’ being cargo underwriters, insurance companies or government entities who promulgate policy related to insurance requirements for container shipping/transportation industries, railway companies or any other industry.
The purpose of such introductions shall be for the securing of binding contracts for the sale of the company’s products or services.
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/1/20 | ||||
Filed on: | 5/20/15 | |||
4/1/15 | ||||
For Period end: | 3/31/15 | NT 10-K, NT 10-Q | ||
3/9/15 | ||||
List all Filings |