Memorandum of Understanding between Companies

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This Memorandum of Understanding (MoU) made this (Date) by and between

                                   (Company A)

(Company A), hereinafter referred to as “(Company A)”, is an engineering design
management company, that focuses on the complete system design and includes in its
core capability, the development of embedded systems, both hardware and software
specifically in the areas of consumer electronics and communications.
                                       &
                                   (Company B)

(Company B), hereinafter referred to as “(Company B)”, has a focus on product
development, manufacture and sale of Digital Media Delivery Solutions.

Whereas (Company B) had identified certain product & solutions “Identified Products &
Solutions” for development and commercial application thereof and wishes to engage
services of (Company A) for design of the Identified Products & Solutions; and

Whereas (Company A) has the expertise to carry out the design of the “Identified
Products & Solutions” and wishes to offer its product design services to (Company B)
pursuant to terms and conditions of this agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which being hereby acknowledged by each
of the parties hereto, it is hereby agreed among the parties as follows:

   1. The initial list of the items to be included under the list of Identified Products &
      Solutions have been captured in Schedule 1 to this Memorandum of
      Understanding.

   2. (Company B) will propose any addition to the list of Identified Products &
      Solutions to (Company A). (Company A) shall have the option to accept or reject
      the additional item to the list for design services to be offered to (Company B).

   3. If the additional item proposed by (Company B) is acceptable to (Company A) for
      its design services, the item will be accepted by both (Company B) and (Company
      A) as part of the Identified Products & Solutions.

   4. No items in the list of Identified Products & Solutions will be deleted unless
      agreed upon by both (Company B) and (Company A) in writing.




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   5. (Company B) shall pay in advance for the expenses incurred by (Company A)
      relating to services or procurement from third parties “Advance”. The Advance
      payment made by (Company B) will be subject to adjustment against the monthly
      payment to be made by (Company B) to (Company A) under clause 8 and clause
      9.

   6. It is envisaged by both the parties that some of the Identified Products and
      Solutions may require testing equipment and tools “Testing Equipment and
      Tools” which are expensive and are specific to the product development program
      of (Company B). In such cases both parties agree that the Testing Equipment and
      Tools would either be procured by (Company B) directly or procured by
      (Company A). In case the Testing Equipment and Tools are procured by
      (Company A), (Company B) would reimburse (Company A) for the same. The
      Testing Equipment and Tools will remain the property of (Company B) and such
      expenses will not be subject to any adjustments against the monthly payments to
      be made by (Company B) to (Company A) pursuant to clause 8 and clause 9.

   7. The design services offered by (Company A) relating to Identified Products &
      Solutions will be an Intellectual Property of (Company B) on an exclusive basis.

   8. (Company B) shall pay (Company A) on a monthly basis a fee of 1% of sale value
      (excluding taxes and duties) of the Identified Products & Solutions wherein
      (Company A) has initiated its design services from a reference design board.

   9. (Company B) shall pay (Company A) on a monthly basis a fee of 0.5% of sale
      value (excluding taxes and duties) of the Identified Products & Solutions wherein
      (Company A) has initiated its design optimization services for a fully designed
      board.

   10. The percentage fee payable by (Company B) to (Company A) will be reviewed by
       both the parties within six months of signing of the agreement pursuant to clause
       11.

   11. This MoU will be translated into a detailed agreement between (Company B) and
       (Company A) within one month of signing of this MoU.


IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and
year first above written.


For, (Company A) Media Technology Limited.                               Witness
______________________                              _____________________
______________________                              _____________________



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For, (Company B) Convergence Private Limited                     Witness


                                    Schedule 1

                     List of Identified Products and Solutions




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Description: Memorandum of Understanding between Companies