Exhibit 2025
`Bradium Technologies LLC - patent owner
`Microsoft Corporation - petitioner
`IPR2016-00448
`
`1
`
`

`
`Memorandum of Understanding
`
`“Singapore Digitised Land Data”
`
`“Confidential Information”
`
`means SLA’s Street Directory Plus and/or
`address points acquired or made available
`by SLA from time to time.
`
`information of
`shall mean any and all
`whatever kind and contained in whatever
`
`(“the
`Party
`one
`by
`disclosed
`media
`Disclosing Party”) to the other Party (“the
`Recipient”)
`including, without
`limitation,
`information that is disclosed in writing and
`orally, or obtained visually. Confidential
`Information shall include, but not be limited
`
`formulas,
`to, data, know-how, methods,
`procedures,
`processes,
`systems,
`trade
`secrets, technical knowledge, source codes,
`algorithms, software programs, technology,
`inventions,
`research
`results,
`strategies,
`samples, models, product
`designs
`and
`specifications, marketing and financial data,
`business
`outlooks,
`revenues,
`pricing
`policies. Confidential
`Information
`shall
`include
`any
`copies
`or
`abstracts made
`thereof. Confidential Infonnation shall also
`
`include" any information, which can be
`obtained by examination, testing or analysis
`of any hardware or any component part
`thereof provided by the Disclosing Party.
`
`2.
`
`2.1
`
`The Parties will, from the date of execution of this MOU, negotiate and act in
`good faith using their best endeavors to enter into a Definitive License Agreement
`with the following understanding:
`
`SLA will provide the Singapore Digitised Land Data for the R&D project in
`Visual Touch Map between Intergraph and FlyOver. The data and content
`provided by SLA will be used by the Parties solely for testing and developing the
`Proof of Concept as outlined in clause 2.5.
`
`2.2
`
`Intergraph will provide the commercial applications, GIS integration and image
`hosting to the Visual Touch Map project.
`
`
`
`MOU between Intern-r:mh_ F|\.rOver and S] .A
`
`In Confidence.
`
`Pace 2 of5
`
`2
`
`

`
`Memorandum of Understanding
`
`2.3
`
`2.4
`
`2.5 -
`
`2.6
`
`2.7
`
`3.
`
`FlyOver will develop the technology for streaming the data wirelessly via narrow-
`band and the ability to do a flythrough of the GIS data to the Visual Touch Map
`project.
`
`All Parties will jointly participate in the technical validation of the Visual Touch
`Map project if relevant.
`
`In exploring the collaboration on the development work in Visual Touch Map, all
`parties will jointly develop a Proof of Concept for market testing. In particular,
`i,
`SLA will supply a sample of its Singapore Digitised Land Data
`ii.
`Intergraph will integrate SLA’s sample data provided under clause 2.5 (i)
`above and create a digital image of a map with the data
`F1yOver will compile such image map and develop a dedicated client
`plug-in and the compiled image map will be hosted by Intergraph.
`
`iii.
`
`SLA will assess the market demand of Visual Touch Map by obtaining feedback
`on the developed Proof of Concept as stated above in Clause 2.5 with a selected
`group of identified government agencies and inform the other Parties of the
`feedback obtained within sixty (60) days from the date of completion of the Proof
`of Concept. The Parties will, based on the feedback, jointly assess the feasibility
`of a further collaboration on Visual Touch Map.
`
`Following the collaboration on the development work in Visual Touch Map, the
`Parties will then explore the possibility of commercial engagement of the project
`including but not limited to,
`the business and revenue model, which will be
`mutually agreed upon and determined in the intended Definite License Agreement
`for the Visual Touch Map Project.
`
`COSTS AND EXPENSES
`The Parties will develop the Proof of Concept, whereby the activities stated in
`Clause 2.5 will be at no cost to the other parties (i.e the Parties will each bear it
`own respective costs and expenses,
`if any,
`incurred in connection with the
`activities contemplated in clause 2.5 above).
`
`4.
`
`CONFIDENTLAL INFORNIATION
`
`4.1
`
`Any exchange of confidential information between the Parties will be governed
`by the terms of this MOU and/or of a subsequent separately executed agreement
`covering non-disclosure of such information
`
`
`
`Page 3 ()f5
`
`Mflll hntwann lntm'ur1'nnh Flvflvernnrl Kl A
`
`ln Confidence
`
`3
`
`

`
`Memorandum of Understanding
`
`4.2
`
`4.3
`
`5.1
`
`5.2
`
`5.3
`
`5.4
`
`In pursuing the arrangement envisaged by this MOU, each of the Parties shall
`receive proprietary and confidential information of the other whether written or
`oral. Such information shall be kept confidential and shall not be disclosed to
`third parties except with the prior written permission of the Party to which such
`information belongs. The Confidential Information shall be used solely for the
`purpose of assessing whether
`the transactions contemplated herein should
`proceed. The obligation to maintain the confidentiality of such proprietary
`information shall continue in full force and with effect from the date of this MOU,
`or until it becomes publicly known otherwise than as a result of the breach of the
`receiving party’s obligation hereunder.
`
`If this MOU should be terminated for any reason except for its being superseded
`by the execution of other agreements relating to the subject matter hereof, within
`thirty (30) days of such termination, each of the Parties shall return to the other all
`Confidential Information of such other party, and all copies thereof.
`
`GENERAL
`
`This MOU shall come into effect immediately upon signature of the same by each
`of the Parties and shall continue for a term of sixty (60) days from the date unless
`superseded by other written and executed agreements relating to the subject
`matter hereof or terminated earlier by agreement of any Party.
`
`No binding agreement between the Parties with respect to the matters specified in
`clause 2 of this MOU shall arise unless and until
`the Parties execute further
`
`formal agreements.
`
`The relationship between the Parties shall be limited to carrying out the above
`activities stated in clause 2.5 so that nothing in the MOU will constitute either of
`them agent for or partners of the other.
`
`This MOU shall supersede any and all other agreements (either oral or written,
`entered into between the Parties hereto. Each party to this MOU acknowledges
`that no other representations,
`inducements, promises or agreements, orally or
`otherwise, which have been made by any Party or anyone acting on behalf of any
`Party, and that no other agreement, statement or promise not contained in this
`MOU shall be valid or binding. Any variation of this MOU will be effective only
`if it is in writing, signed by the Party to be charged.
`
`_______________...¢:'-_'ZC:_
`
`[Intergraph]
`
`[FlyOver]
`
`MPH I hr-tween lntr-ro-r;i-iii Flvflver and R? A
`
`In Cnnfirltinrte
`
`--.--.------.--.---.
`
`[SLA]
`
`P103 4 Dig
`
`4
`
`

`
`Memorandum of Understanding
`
`5.5
`
`5.6
`
`5.7.
`
`5.8.
`
`Upon termination, the obligations of all Parties, hereunder, if any shall terminate
`immediately save that the obligations set out in clause 4 above and that in the
`Mutual Non-Disclosure Agreement
`signed
`on
`the
`day
`of
`2002, shall continue in full force and effect.
`
`In the event of any dispute or disagreement between the Parties in relation to this
`MOU,
`the Parties shall
`in good faith use their best endeavors to resolve the
`dispute or disagreement, then such dispute or disagreement shall be referred to
`and finally resolved by arbitration in Singapore in accordance with the Arbitration
`Rules of the Singapore International Arbitration Centre for the time being in force
`which rules are deemed to be incorporated by reference to this Clause.
`
`This MOU shall be governed by and construed in accordance with the laws of the
`Republic of Singapore.
`
`This MOU is personal to the Parties and all rights and/or obligations hereunder
`may not be assigned or transferred by any Party.
`
`Signed for and on behalf of:
`Inter ra h Systems Singapore Pte Ltd Representative:
`
`
`
`Lee Hon Chuan
`
`General Manager
`
`
`
`Signed for and on behalf of:
`FlyOver Technologies Israel LTD Representative: RWVH Em-
`EJ-3Ql98L0 9"?!
`
`Isaac Levanon
`Chairman and CEO
`
`Company Stamp and Date.
`
`Signed for and on behalf of:
`Singapore Land Authority Representative:
`
`Mr. Tan Kee Yong
`C ief Executive
`
`
`
`MOU between lntergiaph, F1vOver and SLA
`
`In Confidence
`
`Page 5 of5
`
`5
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