3DVU
`
`st.
`
`LICENSE AND SERVICES AGREEMENT
`
`
`THIS LICENSE AND SERVICES AGREEMENT (“Agreement”) is entered into as of the
`29 day of August, 2005 (“Effective Date”) by and between 3DVU Israel (2000) Ltd. —
`formerly known as FlyOver Technologies Israel, Ltd. ("3DVU") an Israeli corporation
`having its principal place of business at 26a Levi Eshkol St., Raanana 43703 and DAEW00
`PRECISION INDUSTRIES CO., LTD. ("Customer"), a South Korean corporation having
`its principal place of business at 5 Songjeong-ri, Cheolma-myeon, Gijang—gun, Busan, the
`Republic of Korea.
`
`Whereas, 3DVU is an enabling technology platform provider for streaming of aerial or
`satellite referenced imagery or maps for wired or wireless location applications and services,
`mobile commerce and advanced wireless and Internet products, services and in car navigation
`systems (the “3DVU Technology”); and
`
`Whereas, Customer has been engaged in the development, manufacture and sale of navigation
`systems for automotive vehicles (the “Customer’s System”)
`
`Now, Therefore, in consideration for the mutual promises set out below, the parties hereby
`agree as follows:
`"‘ is
`
`3DVU shall provide Customer with development services for the
`Development Services.
`porting of the 3DVU Technologz into the Customer’s System (the “Ported 3DVU
`Technology.”) in two phases, set out in Section 2 below, according to the specifications and
`functionality set out in and attached hereto as Exhibit A, subj_ect to the limited license granted
`to the 3DVU Technology, set out in Section 3 below, and Customer's payment of the fees, set
`out in Section 4 below (collectively, the “Projeet”).
`
`Phases of Development. The Project shall be divided into two phases, as follows:
`
`2.1
`
`2.2
`
`Phase I is estimated to take place over a four (4) month period (September to January,
`2005) and shall comprise the porting, integration, testing and delivery of a prototype of
`the Ported 3DVU Technology; and
`
`Phase 2 is estimated to take place over a six (6) month period (February to June, 2006)
`and shall comprise the integration and field—testing of the prototype of -th.e_,_I_forted
`3DVU Technology, prior to the manufacture of the Ported 3DVU Technology for
`commercial use in South Korea (“Territory”).
`In the event Customer chooses not to
`proceed or continue with Phase 2, Customer shall notify 3DVU in writing, in which
`case such notice shall be deemed to be a notice of termination of this Agreement
`(unless otherwise agreed by the parties in writing), subject to Section 4.2 below.
`
`For the avoidance of doubt, prior to commercial use of the Ported 3DVU Technology,
`the parties shall enter into a separate license, under which Customer shall be entitled to
`sublicense the Ported 3DVU Technology for commercial purposes.
`
`Exhibit 2°37
`Bradium Tech. LLC - patent owner
`Microsoft Corp. - petitioner
`|PR2015-00448
`
`1
`
`License to 3DVU Technology; Ownership Rights
`3.1
`3DVU hereby grants to Customer a non-exclusive, non-transferable license to use the
`Ported 3DVU Technology solely for the purposes of evaluation and demonstration
`within the Territory throughout
`the term of this Agreement. Customer shall not
`sublicense or distribute the Ported 3DVU Technology to third parties without the prior
`
`....................................................................................................
`
`..................
`
`I Ak
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`1
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`

`
`fits
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`BDVU
`
`written consent of 3DVU under a separate licensing agreement. Nothing in this
`Agreement shall be interpreted to grant, transfer, assign or set over any right, title,
`interest or ownership to or interest in the Ported 3DVU Technology or any intellectual
`property rights therein. Customer shall not reverse engineer, decompile or otherwise
`attempt to derive the source code of the software contained within the Ported 3DVU
`Software.
`
`3.2
`
`in and to, andfor derived from, any
`title and interest
`3DVU shall retain all right,
`modification or development of the Ported 3DVU Technology, and any demonstration
`version thereof, delivered to Customer hereunder, subject to the license grant described
`above.
`In addition, all
`training,
`recommendations,
`ideas,
`techniques, know-how,
`designs, programs, enhancements, and other useful information given to Customer by
`3DVU in the course of performing development services hereunder are the property of
`3DVU and are licensed to Customer under the same terms as set out in Section 3.1
`above.
`
`Fees. Customer shall pay 3DVU fees for the services rendered to Customer under this
`Agreement as follows:
`
`4.1
`
`The fees payable for the development services provided during Phase I shall be US
`$90,000, payable in two installments -
`i
`ii‘
`
`(a)
`
`(b)
`
`US $50,000 within a month from the first receipt of KORIL fund;
`
`US $40,000 payable not later then November 1st 2005.
`
`4.2
`
`The fees payable for the development services provided during Phase 2 shall be US
`$90,000, payable in two installments -
`
`(a)
`
`(b)
`
`US $40,000 payable not later then February 1st 2006; and
`
`US $50,000 not later then April lst 2006.
`
`4.3
`
`4.4
`
`In addition to the development fees set out above, Customer shall pay 3DVU at the rate
`of US $2,500 for each 1GB (or each fraction thereof even if an entire 1GB is not used)
`of image compilation to the SDVU format required as a result of the image(s) supplied
`by Customer, payable upon 3DVU’s receipt of such image(s) from Customer -Estimated
`to be about June 3’ July 2005. For the avoidance of doubt, if Customer’s image requires
`1.25 GB of image compilation to the 3DVU format, Customer shall pay 3DVU $5,000
`upon Custotner’s submission of such image to 3DVU, no later than the last payment
`described in 4.2 (b).
`
`In case 3DVU technical staff andfor management will be requested by the Customer to
`assist the Customer at its facility or any location outside Israel, the Customer will
`arrange and pay in full for any and all expenses including but not limited to all flight
`(limited to Business Class) and reasonable accommodation and food for the duration of
`3DVU technical staff andfor management stay for the purpose described above.
`
`Obligations of Customer.
`5.1
`Customer will provide to 3DVU all necessary tools, hardware, software, documentation,
`and the image(s) described in Section 4.3 above, which is reasonably required for
`3DVU to perform the services described in this Agreement, including but not limited
`
`2
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`.................................................................
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`...............
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`LB
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`2
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`

`
`st.
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`BDVU
`
`to: compiler, debugger and emulator. Both Customer and 3DVU will negotiate in good
`faith to specify such tools.
`
`information at the times
`Customer shall furnish all reasonably necessary technical
`3DVU requires. Customer shall perform the obligations as are set forth in Exhibit A. If
`3DVU requires any other technical support
`from Customer, Customer will use
`reasonable efforts to provide such support.
`
`Customer shall appoint an individual to act as the primary contact between Customer
`and 3DVU. This individual shall be the focal point for Customer resources, information,
`and timely decisions regarding the services to be provided by 3DVU.
`
`5.2
`
`5.3
`
`Confidentiality of Information and No Solicitation.
`6.1
`All
`information received from either party, which relates to such party's nonpublic
`business strategy,
`identity of customers,
`technical data, and software or hardware
`designs, specifications, or configurations shall be considered confidential. Information
`of either party, which is clearly marked “confidential”, shall be considered confidential.
`Each party shall not disclose the other party’s confidential information to anyone but
`employees and agents who are working on the applicable project contemplated under"
`this Agreement and who are under an obligation of confidentiality, and shall npt use
`such confidential information for any other purpose than the Project without a written
`agreement.
`
`6.2
`
`6.3
`
`Neither party shall have any obligation with respect to information previously and
`legally in the possession of or independently developed by such party, generally
`available to the public through no fault or breach by such party, disclosed to such party
`by a third party having no obligation of confidentiality with respect thereto, approved
`in writing by the disclosing party to be disclosed prior to a disclosure to a third party or
`otherwise disclosed to the public through no fault of such party.
`
`During the Term of this Agreement and for a period of thirty-six (36) months following
`the expiration or termination thereof for any reason, neither Party shall solicit to hire or
`to employ any of the other Party’s employees.
`
`Disclaimer and Limitations on Liability.
`Customer acknowledges that 3DVU is providing the deliverables “as is”; 3DVU makes no
`guarantees, representations or warranties with respect to the deliverables, expres's"oi*7in'1plied
`arising by law or otherwise, including but not limited to effectiveness, completeness, accuracy
`or fitness for a particular purpose. Without limiting the forgoing, 3DVU expressly disclaims
`any implied warranties of merchantability and fitness for a particular purpose and any warranty
`of non-infringement. BDVU shall not be liable for any claim, demand or action, irrespective of
`the nature of the cause thereof or for any loss, injury or damages, direct or indirect, including
`without limitation, amounts representing loss of revenues or profit, loss of business or contracts,
`personal
`injury, product
`liability, property damage or indirect, consequential or punitive
`damages arising out of the parties use, processing or evaluation of the deliverables.
`
`Independent Contractor Status.
`3DVU shall perform this Agreement as an independent contractor, not as an employee of
`Customer. Nothing in this Agreement
`is intended to create or imply the existence of a
`partnership, joint venture, or agency relationship between Customer and 3DVU.
`
`© 2002-2005 3D\/U LTD. Propriety and Confidential Information
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`Page 3 of 5
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`3
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`Wnnmuoo
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`Terms and Termination.
`
`BDVU
`
`This Agreement shall become effective as from the Efiective Date and shall continue to be in
`full force and effect for one (1) year thereafter unless earlier terminated as expressly provided
`in this Agreement.
`
`In the event of a material breach of this agreement, the non-breaching party may terminate this
`Agreement at any time by written notice if another Party: (a) is in material breach of its
`obligations hereunder and fails to cure such breach within thirty (30) days from the other
`party's notice, or (b) becomes insolvent or files or has filed against
`it a petition under
`bankruptcy or insolvency law, makes an assignment for the benefit of creditors or takes any
`similar action under applicable bankruptcy or insolvency laws. This Agreement shall
`automatically terminate upon 3DVU's completion of the services hereunder and Customer's
`payment of all moneys due to 3DVU.
`
`The provisions of Sections 6, 7, 8 and 10 set forth in this Agreement shall survive any
`termination or expiration of this Agreement.
`
`10.
`
`Assignment Rights.
`The Customer shall not assign this Agreement or any of its rights or obligations hereunder
`without the prior written consent of 3DVU, and any assignment by the Customergnot
`consistent with this Section 10 shall be void. 3DVU shall have the sole right to assign all its
`rights and obligation under this Agreement.
`
`11.
`
`General.
`
`All notices and demands shall be made in writing and delivered to the other party at the
`respective address set forth above or as modified from time to time in writing. This Agreement
`shall be governed by the laws of California in the United State of America, excluding choice of
`law principles. Any disputes with respect to this Agreement shall be settled through binding
`arbitration conducted in Los Angeles, CA by a single arbitrator chosen in accordance with the
`rules of the International Chamber of Commerce. All arbitration proceedings and records shall
`be in English. Except for Customer's obligation to pay 3DVU for services performed, neither
`party shall be liable for any failure to perform due to causes beyond its reasonable control. If
`any provision of this Agreement is held to be unenforceable, this Agreement shall be construed
`without such provision. This Agreement is the entire understanding of the parties with respect
`to the subject matter hereof and may only be amended or modified by a writing signed by an
`authorized representative of each party. This Agreement may be executed in counterparts.
`i-"':-'£¥'._;."
`
`IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
`duplicate originals by their duly authorized officers or representatives as of the date below.
`
`
`
`el (2000)
`
`DAEWOO PRECISION LTD. - Cnsromer
`
`3DVU I
`
`0\C-“-
`
`Authorized Signature
`
`Yong-Gu Kim I CEO
`Printed Name/ Title
`
`August 29th. 2005
`Date
`
`Authorized Signarurek
`
`Isaac Levanon I Chairman & CEO
`Printed Name/ Title
`
`
`August 29th 2005
`Date
`
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`
`4
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`

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`SWXBUDO
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`EXHIBIT A
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`
`
`System Definition
`
`Ha rd ware
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`
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`Software
`
`
`
`
`
`
`
`
`
`I-
`Grahic chi set interface with anvu
`
`2.
`
`Functionality — [Customer to provide]
`1.
`Toggle switch between full screen display of Customer’s 3D map and 3DVU’s
`Visual Map'““
`wt; .36‘
`Switch between display options with the same criteria: -
`2.1
`XY position (where on the screen)
`2.2
`Orientation (North heading)
`2.3
`Angle of View
`2.4
`Height
`Tracking the XY on the image - creating motion tracking of the vehicle on the Visual
`Maprm
`Streaming Visual Map on Customer's system
`
`3.
`
`4.
`
`Deliverables
`
`5.
`6.
`
`Compiled and customized FLJ, GEO and other related data files
`Compiled and customized LIB file
`
`Estimated timetable
`
`eomilation
`
`Contract
`Development
`Environment
`Pre o arations
`
`Prototyping
`Pre-Production
`
`Image
`
`E05
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