Termination of Joint Venture Agreement. TASER provided RouteCloud with written notice on September 29, 2010 of termination of the Joint Venture Agreement executed between the parties dated January 13, 2010 and the Joint Venture Agreement will be considered terminated effective on September 29, 2010 upon the execution of this Agreement.

Operational Responsibility. TASER agrees to assume and be responsible for developing, marketing, selling and supporting the Protector Driving product and, at TASER’s option, the Protector Mobile product, from and after the Transition Date, subject to TASER’s right to discontinue such development, marketing, sales and support at TASER’s sole option at any time for any reason.

Protector Expenses. TASER agrees to reimburse RouteCloud the sum of $75,000 for E.com, Protector and transition expenses incurred by RouteCloud. TASER shall not be liable or responsible for any other Protector expenses incurred by RouteCloud.

TASER also agrees that it has either paid for or will pay for the Protector development payables set forth on Attachment B.

Hiring of RouteCloud Employees and Consultants. TASER agrees to offer employment or a consulting arrangement to the following RouteCloud Personnel, in TASER’s sole discretion, under terms and conditions acceptable to TASER:

Peter Mueller

Gary O’Donnell

C.J. Morton

Chris Deutsch

Cott Lang

Any other RouteCloud employee/consultant as of the Transition Date at TASER’s sole discretion.

TASER shall not owe any recruiting or referral fee for hiring of RouteCloud Personnel. TASER agrees that the primary scope of work for the RouteCloud Personnel, except for Dan Kennedy, shall be to finish the Protector Driving product and, at TASER’s option, the Protector Mobile product. Upon completion of the launch of the Protector Products, TASER may assign RouteCloud Personnel such other work as their primary scope of work as determined by TASER in TASER’s sole discretion.

Dan Kennedy. RouteCloud will make Dan Kennedy available as an independent contractor to perform work to be determined by TASER that is reasonably commensurate with his skills and level of experience, at TASER’s sole discretion at a rate of $180 per hour for a period of six months from the date of this Agreement, subject to the execution of TASER’s standard consulting agreement. RouteCloud agrees to make Dan Kennedy available for up to 20 hours of consulting per week to TASER during this consulting period. The consulting period may be extended by mutual agreement of the parties. One Hundred percent (100%) of the above consulting fees shall be deducted from the royalty pre-payment paid to RouteCloud under section 9. Any intellectual property that Kennedy develops or works on behalf of TASER while retained by TASER will be the sole property of TASER.

Transfer of Equipment. RouteCloud agrees to transfer the equipment and third party software specified in Attachment A to TASER for use in the development and support of Protector Products. TASER agrees to pay RouteCloud the sum of $10,000 within 7 days from the date of execution of this Agreement for such equipment and third party software. TASER will be responsible for any and all actual costs to transfer such items and/or services. All other property, equipment or licenses is to be considered RouteCloud property.

Royalties. TASER agrees to pay RouteCloud royalties on the sale of Protector Products as follows:

 

 

 

 

 

 

 

 

 

 

 

Confidentiality.

The parties agree to hold each other’s Confidential Information in strict confidence.  “Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.

The events surrounding this agreement, the terms of this Agreement, and the very existence of this Agreement itself, shall remain strictly confidential. Each signatory to this Agreement individually covenants not to disclose any of the terms of this Agreement, whether generally or specifically, to any third party, except for disclosures to and as may be required by a party’s accountants, attorneys or insurers, or in SEC disclosures or by order of a court of competent jurisdiction. In addition, both parties agree not to disparage the other.

Non-disclosure and Non-use. Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. In any event, each party receiving Confidential Information shall (a) disclose such Confidential Information to (i) only those authorized employees of such party whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential and/or proprietary status of such Confidential Information; and (ii) only those third parties required for the performance of the receiving party’s obligations under this Agreement pursuant to a written confidentiality agreement at least as extensive as the confidentiality provisions of this Agreement; and (b) use such Confidential Information only for the purposes set forth in this Agreement.

Certain Exceptions. The receiving party may disclose Confidential Information of the disclosing party to the extent such disclosure is required by law, court order or order of a governmental agency with jurisdiction; provided that the receiving party notifies the disclosing party prior to such disclosure and gives the disclosing party a reasonable opportunity to seek a protective order or to contest such requirement.

Survival. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Confidential Information shall continue in effect for a total period of five (5) years from the termination of this Agreement.

Non-Competition Covenant. RouteCloud, Kennedy and WDK agree that, during the term of this Agreement and for the ten-year period following the termination of this Agreement or for as long as TASER is in the business of selling, licensing or servicing Protector Driving Technology or Products and/or Protector Mobile Technology or Products, whichever is shorter, they will not compete, either directly or indirectly, with the Protector Driving Technology and resulting products for all markets and applications and, in addition, the Protector Mobile Technology for guardian phone applications and also for any law enforcement applications. In the event that this Non-Competition Covenant expires and RouteCloud, Kennedy and WDK use Protector Driving Technology for any market or application or Protector Mobile Technology for guardian phone applications or for any law enforcement application, RouteCloud, Kennedy and WDK agree to pay TASER royalties in the amount of 7% of the Net Sales or Net Gain from the sale or license of such technology or products.

Survival. Section 2 (Termination of Joint Venture Agreement), Section 8 (Intellectual Property), Section 10 (Confidentiality), Section 11 (Non-Competition Covenant) and this Section 12 (Miscellaneous) shall survive the termination or expiration of this Agreement.

Force Majeure. No party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party(ies) will give prompt written notice to the other party(ies) and will use commercially reasonable efforts to minimize the impact of the event.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, USA applicable to contracts made and to be performed wholly therein.

Severability. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions

 

 

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Apple iMac 21”, 3.06 GHz, Intel Core 2 Duo, 4GB RAM

 

3x Dell Refurbished 23” High Resolution Monitors

 

 

 

Dell Studio XPS 16 Laptop

 

Dell Studio XPS Desktop

 

Intel 80GB Solid State Drive

 

Dell M6400 Laptop

HTC TouchPro II Windows Mobile phone

 

Blackberry Pearl Flip phone

Apple iPad

 

4x power strips. ( $15 x 4 = $60)

 

2x SuperMicro 1U Rack-mount units — X7SBi-LN4

MotherBoard Intel E5000-series CPU

 

Motorola Droid phone (P02)

Samsung Omnia II Windows Mobile phone (P05)

LG Rumor 2 smartphone (P08)

Spracht BlueTooth Speakerphone

TwinTechs Invoices

David McDonald Invoices

Paul Geisler Invoices

Vince Martinez Invoices

Syniverse Invoices

ODesk Invoices