This Term Sheet Summarizes The Principal Terms With Respect To A Potential - NEOMEDIA TECHNOLOGIES INC - 3-4-2005

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This Term Sheet Summarizes The Principal Terms With Respect To A Potential - NEOMEDIA TECHNOLOGIES INC - 3-4-2005 Powered By Docstoc
					EXHIBIT 10.54 TERM SHEET This term sheet summarizes the principal terms with respect to a potential transaction between NeoMedia Technologies, Inc. (the "Company") and NextCode Corporation ("Strategic Partner"). This Term Sheet is a statement of the present material intentions of the parties, and except that the parties agree to negotiate in good faith towards conclusion of the transactions referred to below and except as set forth under the headings "Confidential Information" below as to which the parties intend to be legally bound, no legally binding agreement or obligation of any party are covered by this Term Sheet. A binding commitment with respect to the transactions (other than as set forth under the heading "Confidential Information" below) will result only upon the execution of definitive agreement, if any. No oral modifications to this principle shall be valid. The Company and Strategic Partner are discussing a transaction on the following terms:
Licensed Products: Strategic Partner and Company have mutual rights to resell the following licensed products ("Licensed Products"): PaperClick Client Software PaperClick Code Activation PaperClick Integration Services NextCode Application Router NextCode Barcode Decoder NextCode Code Activation Nature of Services: Company and Strategic Partner shall use commercially reasonable efforts to aggressively market the Licensed Product within the territory in a manner consistent with good business ethics. Company and Strategic Partner will act as mutual non-exclusive channels to solicit orders for each parties Licensed Products from clients in the territory. Company and Strategic Partner are authorized to solicit orders for each others Licensed Products in the world wide market segment. The territory is non-exclusive. Company and Strategic Partner shall, at all times, have the right to sell, lease, license, ship or otherwise distribute its own Licensed Product(s) to Licensees in the Territory, whether directly or indirectly through other distribution channels. Strategic Partner will utilize a Co-branded User Interface that when executed by the licensee shall display "Powered by PaperClick" to the user of the software in addition to Strategic Partner's own logos Company and Strategic Partner will work jointly to suggest technical modifications that will be used as input to future development of each parties product. Each party will be trained on the other party's products within the first 60 days following the agreement. Each party will supply commission schedules and discount rates which are yet to be

Sales Channels:

Non-Exclusive Territory:

Independent Sales Efforts:

Co-branded User Interface:

Product Enhancements:

Required Training:

Commissions and Discount Rates:

determined but to be completed within 30 days of the final agreement.

10.54-1

Term:

Unless sooner terminated the term of the agreement shall commence as of the date last executed (the "Effective Date") by a party and shall continue in full force and effect for a period of one (1) year. This term is renewable within the period thirty (30) days prior to thirty (30) days after expiration of the current proposed agreement. Strategic Partner has described three scenarios of opportunity relating to data input on a handheld device platform. The first area is where the input data is related to some Internet content. The second area is where the data input on the client is used locally by a native function on the handheld device. The third area is where the handheld device is used as a data collection tool to store successive inputs to be used at a later time, by another system. Strategic Partner agrees that, during the term of the proposed agreement, the Company's linking platform "PaperClick" is the exclusive Licensed Product and method to be used by Strategic Partner software and system for the purpose of linking to Internet content in any event, in the regions where NeoMedia has patent coverage issued or filed, and that it shall not offer or sell any goods which are competitive with, the same as, or similar in function to the Company's Licensed Products, or develop, promote or advertise any such goods. Company agrees to promote Strategic Partner Licensed Products as a premier created code and reader system, for those codes for which Strategic Partner has readers, to the mobile operator and other market spaces.

Non-Compete:

Product Warranties:

Company and Strategic Partner each warrants that the parties respective unmodified products as delivered to clients, when properly installed and used, will substantially achieve the functionality described in the product documentation. Company and Strategic Partner acknowledge and agree that each party owns all right, title, and interest in their respective Licensed Products. Company is the owner of products that link physical objects to the Internet, and Company has the right and authority to grant licenses to use and solicit orders for such products; Strategic Partner possesses barcode symbology and reading software for mobile devices. This agreement does not imply that any rights are licensed or otherwise transferred from Company to Strategic Partner or other party, in any form without expressed written consent by Company to that effect. Furthermore, this agreement in no way applies to pending litigation pertaining to any of the Virgin(R) companies. Company and Strategic Partner are independent contractors. The recipient of any confidential information shall be used solely for implementing either party's obligations under this agreement.

Property Rights:

Exclusions:

Independent Contractors:

Confidential Information:

10.54-2

Strategic Partner: NextCode Corp.

Company: NeoMedia Technologies, Inc.

-----------------------------------Print Name: Title: Date:

--------------------------------Print Name: Title: Date:

10.54-3

EXHIBIT 10.55 TERM SHEET This term sheet summarizes the principal terms with respect to a potential transaction between NeoMedia Technologies, Inc. (the "Company") and the Shelron Group, Inc. ("Shelron"). This Term Sheet is a statement of the present material intentions of the parties, and except that the parties agree to negotiate in good faith towards conclusion of the transactions referred to below and except as set forth under the headings "Confidential Information" below as to which the parties intend to be legally bound, no legally binding agreement or obligation of any party are covered by this Term Sheet. A binding commitment with respect to the transactions (other than as set forth under the heading "Confidential Information" below) will result only upon the execution of definitive agreement, if any. No oral modifications to this principle shall be valid. The Company and Shelron are discussing a transaction on the following terms:
Licensed Products: Shelron shall have a non-exclusive, worldwide license the following products ("Licensed Products"): PaperClick Barcode Decoder Client License PaperClick Maintenance and Software Updates PaperClick Integration Services PaperClick Barcode Decoder Client Training Company and Shelron shall use commercially reasonable efforts to aggressively market the Licensed Product within the territory in a manner consistent with good business ethics. Shelron will utilize a Co-branded User Interface that when executed by the licensee shall display "Powered by PaperClick" to the user of the software in addition to Shelron's own logos. Company and Shelron will work jointly to suggest technical modifications that will be used as input to future development. Unless sooner terminated the term of the agreement shall commence as of the date last executed (the "Effective Date") by a party and shall continue in full force and effect for a period of one (1) year. This term is renewable within the period thirty (30) days prior to thirty (30) days after expiration of the current proposed agreement. Licensed Product shall be licensed on a per handset/device basis with a minimum number of handsets/devices to be determined. Shipping, handling and applicable taxes are billed separately. Company will provide standard telephone, e-mail support and software dot release updates, e.g. 3.1 to 3.4. The maintenance and software update fees will be 15% of the PaperClick Barcode Decoder Client License to be paid annually in advance. Applicable taxes are billed separately. Company will, in the future; add support for additional connectivity, devices, wireless connectivity options, handheld devices and operating systems. These updates to the Licensed Product will be provided as part the maintenance program. Any enhancements and updates that require Company to enter into royalty and/or licensing agreements with third parties shall be excluded from this scope. Shelron shall purchase PaperClick integration services delivered on a time and material basis with a minimum commitment. Company will evaluate the current infrastructure and processes of Shelron's

Nature of Services:

Co-branded User Interface:

Joint Technical Cooperation:

Term:

License Fees:

Maintenance and Software Updates:

Integration Services:

ActivShopper Mobile Edition and scope effort to construct an appropriate integration model. Travel, expenses and applicable taxes are billed separately.

10.55-1

Required Training:

Within 60 days of agreement Shelron shall attend training in the use and operation of the Licensed Product. Training shall be conducted at Company's offices during normal business hours. The training shall be conducted as reasonably necessary to educate the attendees in the use and operation of the each Licensed Product for the purposes of performing the obligations and duties described herein. Applicable expenses and taxes are billed separately. Shelron may request the training be conducted at some other mutually agreeable location, subject to Company availability, provided Shelron pays all travel expenses, including but not limited to airfare, meals and lodging, for any Company and Shelron personnel to attend. Any additional training deemed necessary by either party shall be provided at Company's then-current retail rates, or as otherwise mutually agreed in writing.

Product Warranties:

Company and Shelron each warrants that the parties' respective unmodified products as delivered to clients, when properly installed and used, will substantially achieve the functionality described in the product documentation. Company and Shelron acknowledge and agree that each party owns all right, title, and interest in their respective Licensed Products. This agreement does not imply that any intellectual property rights are licensed or otherwise transferred from Company to Shelron or other party, in any form without expressed written consent by Company to that effect. Company and Shelron are independent contractors. The recipient of any confidential information shall be used solely for implementing either party's obligations under this agreement. Shelron and Company agree to issue a joint press release announcing a strategic relationship within 30 days of agreement. Company agrees to promote Shelron ActivShopper Product as the premier, revolutionary e-commerce engine that automatically scans, locates and compares prices for an item that a consumer selects to the mobile operator and other market spaces. Shelron and Company will jointly create a "success story" for marketing purposes, highlighting the use of the PaperClick and Shelron's ActivShopper Mobile Edition. Shelron and Company agree to jointly promote new market segments outside of mobile comparison shopping.

Property Rights:

Exclusions:

Independent Contractors: Confidential Information:

Joint Marketing:

Exclusivity:

Company agrees that its relationship with Shelron related to the ActivShopper patented autopilot comparison shopping toolbar technology is exclusive. Company: NeoMedia Technologies, Inc. -----------------------------Print Name Title: Date:

Shelron: Shelron Group, Inc. -----------------------------------Print Name: Title: Date:

10.55-2

EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm Board of Directors NeoMedia Technologies, Inc. We consent to the incorporation by reference of our Report of Independent Registered Public Accounting Firm dated February 11, 2005 on the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2004 and 2003, included in this Form 10-KSB, into the Company's previously filed Registration Statements (File Nos.333-33738, 333-36098, 333-42477, 333-85422, 333-99183, 333-101588, 333103172, 333-107239, 333-109778, 333-110189, 333-110329 and 333-114123).
/s/ STONEFIELD JOSEPHSON, INC. -----------------------------CERTIFIED PUBLIC ACCOUNTANTS Irvine, California March 4, 2005

23.1

EXHIBIT 31.1 OFFICER'S CERTIFICATE PURSUANT TO SECTION 302* I, Charles T. Jensen, Chief Executive Officer , certify that: 1. I have reviewed this Form 10-KSB for the fiscal year ended December 31, 2004 of NeoMedia Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Omitted; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: March 4, 2005 -------------By: /s/ Charles T. Jensen -----------------------------Name: Charles T. Jensen Title: Chief Executive Officer

31.1-1

*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release No. 33-8238 (June 5, 2003) because the compliance period has been extended for small business issuers until the first fiscal year ending on or after April 15, 2005. 31.1-2

EXHIBIT 31.2 OFFICER'S CERTIFICATE PURSUANT TO SECTION 302* I, David A. Dodge, Chief Financial Officer, certify that: 1. I have reviewed this Form 10-KSB for the fiscal year ended December 31, 2004 of NeoMedia Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Omitted; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: March 4, 2005 -------------By: /s/ David A. Dodge ------------------------------Name: David A. Dodge Title: Chief Financial Officer

31.2-1

*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release No. 33-8238 (June 5, 2003) because the compliance period has been extended for small business issuers until the first fiscal year ending on or after April 15, 2005. 31.2-2

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of NeoMedia Technologies, Inc. (the "Company") on Form 10-KSB for the fiscal year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: March 4, 2005 -------------By: /s/ Charles T. Jensen -----------------------------Name: Charles T. Jensen Title: Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to NeoMedia Technologies, Inc. and will be retained by NeoMedia Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. 32.1-1

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of NeoMedia Technologies, Inc. (the "Company") on Form 10-KSB for the fiscal year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: March 4, 2005 -------------By: /s/ David A. Dodge -----------------------------Name: David A. Dodge Title: Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to NeoMedia Technologies, Inc. and will be retained by NeoMedia Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. 32.2-1