Sample Business Contracts

Technology Integration and Distribution Letter Agreement - Cardiac Science Inc. and Data Critical Corp.

Sponsored Links

                     Technology Integration and Distribution
                                Letter Agreement

This Letter Agreement ("Agreement") is made between Cardiac Science Inc.
("CSI"), a Delaware Corporation and Data Critical Corporation (" Data Critical
or "DCC"), a Delaware Corporation. Both have executed a Non-Disclosure Agreement
regarding this Agreement and the technologies involved.

         INTEGRATION. DCC, with engineering help from CSI, will perform the work
         necessary to interface DCC's wireless technology (currently the
         AlarmView system and any improvements to the Alarm View product under
         the term of this agreement) to the CSI's Powerheart -Registered
         Trademark- product and, at DCC's discretion, all future CSI automatic
         external cardioverter defibrillator devices ("AECD") technology. In the
         event that CSI's AECD technology is integrated into a third party
         manufactured product, CSI agrees to exclusively offer the DCC's
         wireless alarm notification technology, which DCC at its sole
         discretion may provide. Note that any customization beyond the DCC
         standard AlarmView product is above and beyond the time and money scope
         of this proposal. DCC will provide the technical expertise, hardware,
         software and (if appropriate and agreed to by both parties) regulatory
         acceptance and approvals necessary to provide CSI with a wireless alarm
         notification system for in-hospital use with the Powerheart product
         and, in DCC's sole discretion, all future CSI AECD technology products.

2.       TECHNOLOGY FEE. DCC will charge CSI a non-refundable Technology Fee of
         $150,000.00 (one hundred fifty thousand dollars) upon DCC's acceptance
         of this Agreement. This Technology Fee is for past services rendered in
         connection with the development of this proposal. CSI will pay DCC this
         non-refundable fee within three (3) months of signing this Agreement.

3.       ALARMVIEW DISTRIBUTION. CSI will quote, sell, install and support the
         AlarmView product directly to CSI's U.S. and Canadian customers. Upon
         regulatory release, CSI will also quote, sell, install and support the
         AlarmView product to specific international customers. CSI will offer
         AlarmView with its Powerheart products to end-users and Distributors.

4.       CO-MARKETING AND TRADE SHOW SUPPORT. DCC and CSI will co-market the
         AlarmView system at appropriate trade shows and industry meetings. CSI
         will demonstrate, when applicable, the AlarmView product with the
         Powerheart to customers, distributors (including, but not exclusive to,
         Medtronic Physio-Control) and when applicable, at sales meetings. DCC
         will, if requested by CSI, attend CSI's national sales meeting and
         regional meetings at DCC's expense.


6.       RELEASE DATE OF PRODUCT: Release Date of Product shall be defined as
         the date when all necessary work to integrate the Alarm View into the
         Powerheart and regulatory clearance is completed enabling the products
         to be sold in the U.S.


         perform the required development, engineering, and testing work
         necessary to interface DCC's AlarmView system into CSI's Powerheart
         such that the resulting product can be sold, distributed and supported
         to end user customers in the U.S. and Canada. Such work will be
         targeted to be completed within ninety (90)


         days of the signing of this agreement, though this timeframe might be
         shortened or extended upon completion of a technical review by both
         parties. In return for such obligations, CSI shall agree to purchase
         and distribute AlarmView products in accordance with the terms of this
         Agreement and shall pay DCC a Non-Recurring Engineering ("NRE") fee of
         $25,000 at the Release Date of Product.

9.       ONGOING OBLIGATIONS: DCC will provide CSI with ongoing engineering
         support for the AlarmView product during the term of the agreement at
         DCC's cost after the Release Date of Product.

10.      WARRANTY: DCC shall warrant the AlarmView product to be free from
         defects for a period of fifteen (15) months from date of shipment to

11.      REGULATORY: DCCA agrees to provide CSI with the necessary information
         that CSI will require in order for CSI to complete any regulatory work
         and/or filings (i.e. Letter to File, or 510(k), if applicable) to the
         U.S. FDA or any other applicable regulatory bodies. DCC acknowledges
         that its AlarmView product is being integrated into CSI's product, and
         therefore, responsibility for regulatory reporting matters likely rests
         with CSI. CSI agrees that it will inform DCC of any customer complaints
         that may arise pertaining to the DCC's AlarmView.

12.      FILES AND DEMONSTRATION EQUIPMENT: CSI will make available at no cost
         to DCC all files, file structures, and any demonstration/ simulation
         equipment needed for DCC to write and complete interface code. CSI will
         provide an engineering contact/liaison for technical support. All
         proprietary CSI documentation will be kept in the DCC Oklahoma City or
         Bothell offices under security and pursuant to the terms of that
         certain Confidentially Agreement previously executed by and between the
         parties. Further, CSI will make demonstration Powerheart product
         available to DCC as required for the AlarmView technology Integration

13.      INTERNATIONAL SALES. DCC will evaluate and may, at its sole discretion,
         provide the necessary regulatory, testing and engineering work for
         non-U.S. country sales (primarily Europe). If DCC completes such work
         to make its products available in any international markets for any
         other customer, then, DCC will use its best efforts to provide an
         AlarmView product with said capability for the CSI.

14.      TERMINATION: This Agreement may be terminated as follows:
         (a) IMMEDIATE FOR CAUSE. In the event of any of the following, the
         non-breaching party may terminate this Agreement if:
         - Any employee or representative of the other party commits any illegal
         or unethical act in the course of carrying out any of its duties under
         this Agreement, or
         - Either party or its parent or any of its principal owners becomes
         insolvent or is the subject of a bankruptcy or other insolvency
         (b) FOR CAUSE. Either party may terminate this Agreement if the other
         party is in default of any representation, warranty, covenant or other
         obligation in this Agreement and fails to cure such default within
         twenty (20) days of written notice from the other party specifying the
         nature of such default. Thereafter, the party giving such notice may
         terminate this Agreement by a separate thirty (30) days notice.

15.      EFFECT OF TERMINATION. Upon the effective date of termination or
         expiration of this Agreement for any reason, the obligations and
         responsibilities of the parties one to the other contained herein shall
         cease; provided, however, that the same shall not release CSI from
         payments which may be due to DCC as a result of prior sales or prior
         obligations incurred, and these shall be paid as they become due; and,
         provided, further, however, that all obligations with respect to
         confidentiality, and other obligations which by their nature are
         continuing or which are specifically stated to survive the termination
         or expiration of the Agreement shall survive the termination or
         expiration of this Agreement. In the event CSI terminates for cause,
         CSI may, at its option, cancel any outstanding


         order for purchase which has not been shipped by the effective date of
         termination. In the event DCC terminates for cause, CSI will be
         obligated to fulfill all obligations, including but not limited to
         full compensation under Sections 5, 7 and 8.

16.      ANNOUNCEMENT OF THIS AGREEMENT. CSI and DCC will issue a mutually
         agreed upon joint press release regarding this Letter Agreement within
         five business days of signing.

Agreed to:


/s/ Raymond W. Cohen                        /s/ Michael E. Singer
--------------------                        ----------------------
President & CEO                             Chief Financial Officer

Date     March 17, 2000                     Date     March 17, 2000


All sections marked as "***" have been omitted pursuant to a request for
confidential treatment. The omitted sections have been filed separately.