Sample Business Contracts

Strategic Alliance and Technology Development Agreement - NCT Group Inc., Advancel Logic Inc. and Infinite Technology Corp.

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     Effective   June  30,   2000,   this   TECHNOLOGY   DEVELOPMENT   AMENDMENT
("Amendment")  among NCT Group, Inc. ("NCT"), a Delaware  corporation,  Advancel
Logic, Inc. ("Advancel"), a California corporation and a wholly owned subsidiary
of NCT, and Infinite  Technology  Corporation  ("ITC"),  a Delaware  corporation
amends and  replaces in total the  Strategic  Alliance  and  Technology  License
Agreement with effective date of May 8, 2000 among NCT, Advancel, and ITC.


     WHEREAS,  Advancel has developed certain proprietary technology and designs
for  JAVA(TM)  embedded  microprocessors  to  significantly  enhance the rate of
instruction execution of such microprocessors. Advancel's technology and designs
are known as the "tiny J" (TJ) and "tiny2J"  (T2J)  microprocessor  designs (the
"TJ Technology" and the "T2J Technology," respectively);

     WHEREAS,   Advancel   has  entered  into  a  license   agreement   with  ST
Microelectronics  S.A.  and  Microelectronics  S.r.l.,  a French  and an Italian
company,   respectively   (collectively   "ST")  for  the  license  and  further
development  of the T2J Technology  (the "ST  Agreement"),  a true,  correct and
complete copy of which has been attached and  incorporated  herein by reference;

     WHEREAS,  ITC has developed advanced DSP chip technology and is experienced
in the design, prototyping and manufacture of System on Chip products.

     NOW  THEREFORE,  in  consideration  of the above  and the  representations,
warranties and covenants hereinafter set forth, the parties agree as follows:

ARTICLE I    Development

Section 1.1 DSP SoC. ITC shall use its best efforts to develop, make, market and
sell a RISC based DSP System-on-Chip  ("SoC")  semiconductor chip based upon the
RISC  Technology of ITC's sole  selection for which NCT shall pay ITC $2,450,000
in  accordance  with the terms and  conditions  of ARTICLE IV. ITC shall use its
reasonable  best efforts to make the RISC based DSP available to purchase by NCT
for a price of $5.00  per  unit.  ITC  will use its best  efforts  to use the TJ
technology for the RISC chip for the SoC.


Section  2.1  Joint  Development.  If ITC  and  NCT  agree  jointly  to  develop
microprocessors or semiconductor chips not otherwise contemplated hereby, either
under a funded development project or ITC's Publishing Business model (including
the general  purpose  JAVA(TM)  processor and any JAVA(TM)  based DSP SoC),  ITC
shall  agree to sell to NCT  such  microprocessors  or  chips at the best  price
charged  to  ITC's   customers  for  such   microprocessors   or  chips  or  for
microprocessors  or chips of similar  complexity,  performance and manufacturing
technology. NCT shall have the right to incorporate or use them in NCT-sponsored


NCT  shall  keep  full  and  accurate  books  and  records  pertaining  to their
performance  under this Amendment for a period of at least three (3) years after
the date a given  monthly  payment  is made by NCT to ITC . NCT shall  permit an
independent  certified  public  accountant  selected by the other and reasonably
acceptable  to both,  to examine  such books and  records,  at the sole cost and
expense of the auditing  party,  upon  reasonable  notice during normal  working
hours, but not later than three (3) years following the payment in question, for
the sole purpose of verifying the royalty  payments and reports and  accountings
related  thereto.  Such accountant  shall not disclose to the auditing Party any
other  information  of  audited  Party.  Prompt  adjustment  shall  be  made  to
compensate  for any errors or omissions  disclosed by such  examination.  In the
event such examination shows  underreporting  and underpayment in excess of five
percent (5%) for any twelve (12) month period,  then Party underpaying shall pay
the underpaid  Party the cost of such  examination  together with any additional
sum that would have been payable to the underpaid  Party had  underpaying  Party
reported  correctly,  plus  interest  at the rate of two per cent  (2%) over the
prime  rate as  published  in the Wall  Street  Journal  during  the  period  of

ARTICLE IV        Closing

Section 4.1 Date. Closing of this Agreement shall take place on August 21, 2000,
at 10.00 a.m. at the  offices of ITC,  or at such other time,  date and place as
may be mutually agreed to by the parties.

Section 4.2 NCT Payment. At the Closing NCT shall deliver to ITC the following:

a.   NCT common stock having a market value of $3,000,000,  which stock shall be
     registered by NCT (on the NCT  "Registration  Statement") on a best efforts
     basis under applicable  securities laws so as to be immediately  salable in
     the open market;

b.   a promissory  note (the "Note") payable to ITC in the amount of one million
     dollars  ($1,000,000)  (see  Exhibit A,  attached).  Until such time as the
     Registration Statement is declared effective by the Securities and Exchange
     Commission,  ITC may draw  against  the Note at the  rate of  seventy  five
     thousand  dollars  ($75,000)  per  month  on the  15th  day of each  month,
     commencing two months from the date of the Closing of this Agreement.  Upon
     effectiveness  of the  Registration  Statement,  ITC  shall  mark  the Note
     "Cancelled",  return the Note to NCT, and within one hundred twenty days of
     the effectiveness of the Registration Statement,  return to NCT all amounts
     previously advanced to ITC under the Note.

Section 4.3 Short-Fall and Overage. In the event ITC does not receive $2,450,000
in proceeds  from the sale of the NCT shares,  ITC will inform NCT in writing of
the amount of the short-fall from the required $2,450,000 that it was to receive
from the NCT shares and NCT will make up the short-fall in cash or return to ITC
a sufficient  number of ITC shares  (received by NCT pursuant to the  TECHNOLOGY
LICENSE  AGREEMENT  between ITC and NCT with  effective  date of June 30,  2000)
priced at $5 a share,  equal to the amount of the short-fall.  In the event that
after receiving $2,450,000 in proceeds from the sale of NCT shares there are NCT
Shares remaining, ITC will return the unsold share excess to NCT.

ARTICLE V    Processor Support

ITC shall assume the support  obligations of ST under ST Agreement at an expense
rate of 80% of the expenses to be paid by ST under the ST  Agreement,  but in no
event  less  than $80 per hour.  NCT shall pay over to ITC 20% of the  royalties
received from ST for its use of the existing TJ  Technology  and/or the existing
T2J  Technology.  ITC shall be  entitled  to  receive  80% of the  Non-Recurring
Engineering and 50% of the royalties actually paid by ST for the next generation
or  modifications  of the TJ Technology  and/or the T2J Technology  developed by

ARTICLE VI    Confidentiality

Section  6.1  Confidential  Information.  Each Party  transferring  confidential
information to the other Party shall assess all  information  transferred  under
this  Amendment to determine  the  requirement  or lack thereof for treatment as
Confidential  Information by the Receiving Party. Except as provided herein, the
Receiving  Party  agrees  to use the  same  care  and  discretion,  but at least
reasonable  care  and  discretion,   to  avoid   disclosure,   publication,   or
dissemination of received ITC or received NCT Confidential  Information,  as the
case may be, outside of the Receiving  Party as the Receiving Party employs with
similar information of its own which it does not desire to publish, disclose, or
disseminate  or  to  permit   unauthorized  use  by  others.   All  Confidential
Information  transferred under this Amendment shall be conspicuously  marked (on
each page which is loose leafed, or on the cover of permanently bound documents)
by the Transferring  Party with an appropriate and conspicuously  obvious legend
such as "ITC Confidential Information ", or "NCT Confidential  Information",  or
any other appropriate confidentiality legend, as the case may be, such legend to
clearly  indicate to a person viewing or otherwise  accessing  such  information
that it is of a confidential nature.

Section 6.2 Non-Tangible Form. Any transfer of Confidential Information which is
made in non-tangible  form (for example,  orally or visually) shall be confirmed
in writing by the Transferring  Party together with a written summary thereof to
the Receiving Party, with a copy to the Program Managers of both Parties, within
thirty (30) days after the date of such transfer.

Section 6.3 Period of Confidentiality.  The period of confidentiality applicable
to  Confidential  Information  transferred  under the  provisions of Section 6.1
shall  extend  for five (5) years  measured  from the date of first  receipt  of
Confidential Information under this Amendment.

Section 6.4 Third Party Disclosure.  Disclosure to a third party of Confidential
Information  disclosed by a Transferring  Party to a Receiving  Party under this
Amendment shall not be precluded if such disclosure is:

a.   In response to a valid order of a court or other  governmental  body of the
     United States or any political subdivision thereof; provided, however, that
     the Receiving  Party shall first have made a good faith effort  promptly to
     obtain a protective  order requiring that the information  and/or documents
     so  disclosed  be used only for the purpose for which the order was issued;

b.   Otherwise required by law.

Section 6.5 Exceptions.  The  obligations  specified above will not apply to any
Confidential Information which is disclosed to a Receiving Party hereto, that:

a.   Is already in the possession of the Receiving  Party without  obligation of

b.   Is independently developed by the Receiving Party;

c.   Is or becomes publicly available without breach of this Amendment;

d.   Is lawfully  obtained by the Receiving  Party from a third party or parties
     without the duty of confidentiality to the third party; or

e.   Is  released  for  disclosure  by the  Transferring  Party with its written

ARTICLE VII   Publicity

Neither Party shall  disclose any of the terms and  conditions of this Amendment
to any third party  without the prior  consent of the other Party.  However both
Parties  may  disclose  to third  parties  and  publish  the  existence  of this
Amendment and the general  subject  matter  thereof  without prior consent of or
notice to the other Party.  Any additional  disclosure or publication of details
of this Amendment or the  relationship  between the Parties under this Amendment
shall be subject to the prior written  agreement to the content and form thereof
by both Parties.


NCT and Advancel  jointly and  severally  represent and warrant to ITC as of the
date hereof as follows:

Section 8.1  Incorporation;  Power and Authority;  No Conflict.  Each of NCT and
Advancel (a) is duly  incorporated,  validly existing and in good standing under
the laws of its place of incorporation; and (b) has the full power and authority
to own and operate its assets and to enter  into,  execute,  deliver and perform
this  Amendment,  grant the License  Rights  granted herein and has obtained all
necessary  approvals to enter into and perform this  Amendment.  The  execution,
delivery and performance of this Amendment by NCT and Advancel respectively will
not  violate,  conflict  with or result in a default  under its  certificate  of
incorporation, bylaws or other Agreements by which it or its assets are bound.

Section 8.2  Enforceability.  This Amendment is valid,  binding and  enforceable
against each of NCT and  Advancel in  accordance  with its terms,  subject as to
enforceability  as to laws affecting  bankruptcy,  creditors  rights and general
equitable principles.

Section 8.3 NCT  Shares.  When issued  against  the  consideration  contemplated
hereby,  such  share of NCT  common  stock to be issued  hereunder  will be duly
authorized, validly issued, fully paid, non-assessable and freely tradeable.


ITC  represents  and  warrants  to NCT and  Advancel  as of the date  hereof  as

Section 9.1  Incorporation;  Power and Authority;  No Conflict.  ITC (a) is duly
incorporated,  validly existing and in good standing under the laws of its place
of  incorporation;  and (b) has the full power and  authority to own and operate
its assets and to enter into,  execute,  deliver and perform this  Amendment and
has obtained all necessary  approvals to enter into and perform this  Amendment.
The  execution,  delivery  and  performance  of this  Amendment  by ITC will not
violate,  conflict  with  or  result  in a  default  under  its  certificate  of
incorporation, bylaws or other Amendments by which it or its assets are bound.

Section 9.2  Enforceability.  This Amendment is valid,  binding and  enforceable
against ITC in accordance  with its terms,  subject as to  enforceability  as to
laws affecting bankruptcy, creditors rights and general equitable principles.


Section 10.1 Successors and Assigns. Except as otherwise provided herein, all of
the terms and provisions of this Amendment shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto.  Except as otherwise  specifically  authorized herein, no
party to this Amendment may assign any of its rights under this Amendment to any
third party  without  the express  prior  written  consent of the other  parties
hereto which consent will not be unreasonably withheld.

Section  10.2  Entire   Agreement.   This  Amendment   constitutes   the  entire
understanding  and agreement  between the parties  hereto and replaces all prior
Agreements,  including  the  Agreement  dated May 8, 2000,  with  respect to the
subject matter hereof. This Agreement cannot be modified or amended except by an
agreement in writing executed by both parties hereto.

Section  10.3  Export  License.  Each Party  agrees that it will not in any form
export, re-export, resell, ship, or divert or cause to be exported, re-exported,
resold,  shipped or diverted,  directly or indirectly,  any product or technical
data or software  furnished  hereunder,  or the direct product of such technical
data or software to or which the United States  Government or any agency thereof
at the  time of  export  or  re-export  requires  an  export  license  or  other
governmental approval without first obtaining such license or approval.

Section 10.4  Contingency.  Anything  contained in the Amendment to the contrary
notwithstanding,  the performance of the obligations of the Parties hereto shall
be subject to all laws,  both  present  and  future,  of any  government  having
jurisdiction over the Parties hereto, and to orders, regulations, directions, or
requests of any such  government,  or any  department,  agency,  or  corporation
thereof,  and to any  contingencies  resulting from war, acts of public enemies,
strikes or other labor disturbances,  fires,  floods, acts of God, or any causes
of like or  different  kind beyond the control of the  Parties,  and the Parties
hereto  shall be  excused  from  any  failure  to  perform  or any  delay in the
performance of any  obligation  hereunder to the extent such failure or delay is
caused by any such law, order, regulation, direction, request, or contingency.

Section 10.5 No Joint  Venture,  Agent.  Nothing  contained  herein,  or done in
pursuance of this  Amendment,  shall  constitute  the Parties as entering upon a
joint  venture or shall  constitute  either Party hereto the agent for the other
Party for any purpose or in any sense whatsoever.


Section 10.7 Notice. Any notices required or permitted  hereunder shall be given
to the appropriate  party at the address provided below or at such other address
as the party shall  specify in writing.  Such notice  shall be deemed given upon
personal delivery; if sent by telephone facsimile, upon confirmation of receipt;
or if sent by certified or registered mail,  postage  prepaid,  three days after
the date of mailing.  Notice hereunder shall be deemed to have been sufficiently
given when delivered in writing by certified  mail return  receipt  requested by
either Party to the other and directed to:

      If to NCT:                            If to INFINITE TECHNOLOGY:

      NCT Group, Inc.                       Infinite Technology Corporation
      20 Ketchum Street                     1778 North Plano Road
      Westport, CT  06880                   Suite 310
      Attn:  President                      Richardson, TX 75081-1958
                                            Attn:  President

Section  10.8  Change of  Address.  Either  Party may change its address for the
purposes of this  section by a notice given to the other Party in the manner set
forth above.

Section 10.9  Integration.  This Amendment and any documents or Amendments to be
executed and delivered pursuant hereto,  contain the entire understanding of the
parties with respect to the subject matter hereof.

Section  10.10  Descriptive  Headings.  The headings in this  Amendment  are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning of terms contained herein.

Section  10.11  Waivers.  No waiver of any term,  provision or condition of this
Amendment, in any one or more instances, shall be deemed to be or construed as a
further  waiver of any such term,  provision  or condition or as a waiver of any
other term, provision or condition.

Section 10.12 Severability.  If any provision herein, or the application thereof
to any  circumstance,  is found to be  unenforceable,  invalid or illegal,  such
provision  shall be deemed deleted from this Amendment or not applicable to such
circumstance,  as the case may be, and the remainder of this Amendment shall not
be affected or impaired thereby.

Section 10.13 Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original,  but all of which shall constitute one and
the same instrument.

Section 10.14  Disputes.  The Parties agree that any disputes which arise out of
or are based upon this Amendment shall be subject to the following procedures:

a.   before  proceeding  under Section 10.14,  executive  level managers of both
     Parties will meet promptly and together review a presentation by each Party
     concerning the matter in dispute.  Only if the executive level managers are
     unable to resolve the dispute  within thirty (30) days of the meeting shall
     either Party be free to institute a claim or action.

b.   if  proceedings  under  Section  10.14 a. fail to  revolve a  dispute,  the
     Parties  agree to submit  such  dispute  to  mediation  before any legal or
     administrative  process may be initiated by either Party,  except  disputes
     relating to intellectual property that by their nature require immediate or
     extraordinary  relief.  There shall be a forty-five  (45) day time limit on
     this mediation  process,  beginning from the initial request for mediation,
     after which legal  remedies may be initiated by either  Party.  The Parties
     agree to cooperate in good faith in the selection of an  independent  third
     party mediator,  and to share equally the costs of the mediator's services.
     Each  Party  shall  bear  their  own  legal  expenses  associated  with the
     mediation process.


     IN  WITNESSETH  WHEREOF,  the parties  have  executed  and  delivered  this
Amendment with legal and binding effect as of the date first above written.


      By:  /s/Michael J. Parrella            By: /s/Timothy Smith
          ---------------------------            ----------------------
            Name: Michael J. Parrella        Name: Timothy Smith
                  Title: C.E.O.              Title:   C.E.O.


      By: /s/Michael J. Parrella
            Name: Michael J. Parrella
            Title: C.E.O.