Exhibit 10 xlvii
Page 1
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION
312 NORTH SPRING STREET, ROOM G-3
LOS ANGELES, CA 90012
213-894-4445
(seal)
SHERRI R. CARTER
Clerk of Court
COURT INTERPRETER SERVICES
DECLARATION OF INTERPRETER
I, the undersigned say I am an Official Court interpreter of English and
Russian. I certify that the attached translation from Russian into English is
true and correct to the best of my abilities and belief.
DESCRIPTION OF DOCUMENT(S)
Joint Venture/Representation Agreement
between
Nevada Manhattan Group, Inc.
and
Bauman Moscow State Technical University
LEGEND: All text in the translation contained in brackets ([ ]) represents
translator's comments or explanatory remarks.
Executed this 24th day of March, 1999, at Agoura Hills, California.
Varvara Olson
- --------------
/s/ Varvara Olson
- ------------------
Signature of Interpreter
Case No. N/A
Case Name: N/A
No. of words: 2281
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MOSCOW STATE BAUMAN MOSCOW STATE
TECHNICAL UNIVERSITY TECHNICAL UNIVERSITY
NAMED AFTER N.E. BAUMAN
5 Second Baumanskaya Str. 2-nd Baumanskaya Str.
Moscow, 107005 Moscow 107005, Russia
Tel: (095) 261-40-55 Tel.: (095) 261-40-55
Fax: (095) 267-9893 Fax: (095) 267-98-93
E-Mail: irina@interd.bmstu.ru E-mail: irina@interd.bmstu.ru
JOINT VENTURE/REPRESENTATION
AGREEMENT
The present AGREEMENT ("Agreement") is entered into by the Moscow State
Technical University named after N.E. Bauman ("University") and the NEVADA
MANHATTAN GROUP, INCORPORATED ("Nevada"), Nevada Corporation or the party
designated by it as a Partner for the Joint Venture and the Representative, and
becomes valid beginning with April 1, 1999.
DECLARATIVE PART:
A. The University is called forth for research and development in the
fields of industry (Fields), stated in Attachment A to this document.
The University owns and has the right to sell, use and license certain
technologies that belong to it (Technologies) in these Fields, as
shown in Attachment A.
B. The University appoints Nevada as its partner in the joint venture and
representative for international marketing and operation of
Technologies and all products (Products) which utilize said
technologies, on the terms formulated in this Agreement. The right of
exclusivity will be realized only in specific contracts for research
and development projects.
By this, therefore, taking into account the Declarative part stated
above and the joint agreements and provisions, included in the present
document, the parties who have signed below have come to an agreement
about the following:
(Signature) (Signature)
Page 3
AGREEMENT:
1. Appointment. With this the University appoints Nevada as its Partner
in the Joint Venture for international marketing and sales of
Technologies and Products. With the present Nevada accepts this
appointment on the terms, formulated in the present Agreement. The
right for exclusivity will be realized only in specific contracts for
research and development projects.
2. The Service provided by Nevada. Taking into account the terms of the
present Agreement, Nevada agrees to expand the possibilities of
marketing and to establish business contacts for the needs of the
University. In view of what was stated above, and amongst other
things, Nevada, at its own expense, must:
a. Maintain proper equipping of the office,
b. Review the inquiries for all Products and Technologies and to
determine their value [cost],
c. Help those customers it approves to place orders directly to the
University for:
1. Development of scientific software;
2. Retraining and management of personnel, approved and staffed
by Nevada.
d. The Parties to this Agreement provide each other with information
regarding the competitive Products already available and those
being developed.
e. Nevada will be responsible for the communication between the
University and the potential partners.
3. Statements and the Guarantees: Responsibilities of the University. The
University states and guarantees to Nevada that it is the legal owner
of all rights for the Technologies with the condition that no other
natural or legal party has the right of retention and that it is fully
authorized to enter into and fulfill this Agreement. The University
agrees that at its own expense it must:
(Signature) (Signature)
Page 4
a. Deliver to Nevada those current technical specifications,
advertising materials, data concentrations [basis], price lists
and other information (collectively, "Product Information"),
which, in the opinion of Nevada it needs to perform its
obligations per this Agreement;
b. Immediately inform Nevada regarding all inquiries received for
the Products; and
c. For the purpose of demonstrating to the potential customers, to
provide Nevada the models, prototypes, components, systems and
instruments, which in its opinion will help it in performing its
obligations per the present Agreement and which at the same time
remains as property of the University.
4. Exclusivity: refusal to be in competition. During the validity of the
present Agreement, the University shall not, without prior written
agreement by Nevada, (I) directly or indirectly guarantee any other
natural party, company, corporation or commercial and industrial
enterprise any rights or licenses for marketing, sale or licensing of
any Products or Technologies for which it has an agreement with
Nevada, (ii) directly or indirectly involve into activity which
comprises competition to the exclusivity rights, guaranteed to Nevada
in accordance with the present Agreement, or (iii) to influence or to
undertake an attempt to influence any natural or legal party to
cooperate, who is or who was working as one hired in the capacity of a
colleague, consultant, customer, supplier or an independent contractor
to Nevada prior to or during the time of termination of the validity
of the present Agreement.
5. Transfer of rights and Sub-Agents. Nevada must have the right to
invite its own agents and sub-agents for performance of its
obligations per this Agreement and to transfer to them its rights and
obligations in accordance with the present Agreement.
6. Remuneration. As remuneration for the rights and services provided by
the University, which will be performed per the present Agreement, the
University must receive remuneration in accordance with the Schedule
of remuneration ("Remuneration Schedule"), provided in Attachment B to
the present Agreement.
(Signature) (Signature)
Page 5
7. Expenses. Only Nevada must be responsible for payment of all expenses,
taxes and duties related to its fulfillment of the present Agreement,
if this is not in contradiction to the present Agreement.
8. Reimbursement of losses. The University must reimburse and protect
Nevada and its employees, agents, representatives, directors and hired
colleagues, from any liabilities, expenditures, losses, damages,
injuries, instances of lawsuits, claims, litigation, demands, court
hearings, payment of insurance coverage and the like, including,
without limits, attorney fees, if this is a result, or following the
violation of statements and guarantees by the University, or its
inability to fully perform and follow its obligations per the present
Agreement.
9. Confidentiality. Nevada acknowledges that the University is the owner
of certain trade secrets and confidential information, which is used
by the University in its performance of commercial transactions,
including without any limitations the know-how, patents, trade marks,
trade names, files, records, documents, samples of catalogues,
drawings, specifications, technical information, price lists, customer
lists, advertising materials and similar information and literature
(collectively "Confidential information"). This information must be
forwarded to Nevada in accordance with the present Agreement. By this
Nevada agrees that:
(a) it should not, without having a prior written agreement by the
University during the time of validity or after the termination
of the Agreement, directly or indirectly use, disclose or
publicize any confidential information obtained by the present
Agreement, excluding that which it has solely reproduced in
accordance with the terms of the present Agreement.
(Signature) (Signature)
Page 6
(b) it must take necessary measures in order to guarantee that its
employees, agents and hired workers, without a prior written
agreement by the University during the term of the validity or
after the termination of the Agreement to directly or indirectly
would not use, disclose or publicize any confidential
information, obtained through this Agreement, excluding that
which is produced by itself solely in accordance with the
conditions of the present Agreement.
The University acknowledges that Nevada is a non-governmental company
and has obligations to publicize general information; however, Nevada
will not publish any confidential information without written
permission from the University.
10. Terms. The Present Agreement must become valid from the date indicated
above and must continue in full force for a period of 5 (five) years
("initial term"). The Agreement must be automatically extended for the
following term of 1 (one) year, unless within 30 days before the
termination of the initial period either of the parties informs in
writing the other Party at [its] legal address of the contrary.
11. Notifications. All notifications and other notices required or
permitted on the basis of the present Agreement, must be made in
written form and will be considered timely served when delivered
personally or by means of a confirmed facsimile at the addresses
indicated immediately following the signatures of the parties to the
present Agreement or at other such addresses which each of the signing
parties may from time to time indicate to the other party in writing.
12. Refusals. No delay or inability by any Party to use some right,
authorization or sanction regarding some violation or non-fulfillment
per this Agreement, or the demand for strict adherence to some
provisions of the present Agreement, should diminish any rights,
authorizations or sanctions of this party, unless this is defined as a
refusal of a right in relation to some violation or non-fulfillment of
the same or some other provision of the present Agreement. Any
refusal, permission, agreement or approval of any type or kind by any
of the parties must be [done by] a written document and must be in
force relating only to something specifically provided for in this
document.
(Signature) (Signature)
Page 7
13. Sanctions. All sanctions either for this Agreement, in the framework
of general law, in the court of law of justice, or in the contrary
presented by any of the parties signed below must be general, and not
alternative type.
14. Successors. Contracts, agreements, conditions contained in the present
Agreement must be mandatory and serve for the benefit of successors
and assignees of the parties signed below.
15. Applicable Law. The present Agreement must be fulfilled and defined in
accordance with the laws of the state of Delaware, USA.
16. Division. Any provision of the present Agreement which may be
prohibited or deemed as invalid by any court will be without force
only regarding that injunction or that acknowledgment of invalidity
and such a prohibition or invalidity should not cancel the legality or
make invalid any one or all remaining provisions of the present
Agreement.
17. Arbitration: Attorney fees. In case of any discrepancies, claims or
disputes between the parties signed below which have arisen from or
which are related to the present Agreement, any of the Parties may
present the case for mandatory arbitration in Stockholm, Sweden, in
accordance with the rules of the Stockholm Chamber of Commerce. In
addition to any arbitration ruling, the prevailing party will have the
right to cover at the expense of the other party all expenditures,
including, without limitations, the expenses for discovery and
reasonable fees to attorneys and respondents, which have been incurred
relating to this.
18. Full Agreement. The present Agreement together with the Attachments
hereto, which by present reference are included in it, formulate the
present Agreement between the Parties signed below and completely
replaces all previous written or oral agreements between the Parties
signed below regarding the subject of the Agreement.
(Signature) (Signature)
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19. The right of choice. In further study of the accords with Nevada, the
University guarantees with this the right of choice in purchasing any
or all Technologies, as well as products of commercial activity by the
University [in its capacity of a] functioning enterprise.
20. Variations. No changes, modifications or additional conditions,
corrections or attachments to the present Agreement will be valid if
they are not formulated in the written form, signed and dated by each
of the Parties signed below.
21. Language. The languages of the present Agreement, as well as of all
subsequent related to it documents, must be the corresponding English
and Russian languages. Certified translations in the Russian and
English language are provided to each party.
(Signature) (Signature)
Page 9
22. Authority. Each natural Party, signing this Agreement on behalf of a
legal party, by this action, states and guarantees that he or she has
all legal authority to execute this document in the name of this legal
party and that such action bears full, legally binding force of claim
on behalf of this legal party.
In attestation to which the parties signing below have drawn up the present
Representation Agreement in due manner on the day indicated at the beginning of
the document.
Approved:
The University NEVADA MANHATTAN
GROUP, INC.
--------------------- ----------------------
I. B. Fedorov Jeffrey Kramer
Rector President
(Signature) (Signature)
Feb. 25, 1999 March 23, 1999
------------------ ----------------------
G. P. Pavlikhin Yuriy Belman
Pro-rector for International Director for Development of
Relations Technologies
(Signature) (Signature)
[Round Seal with following from [Round Seal of Nevada Manhattan
center out] -- details illegible]
Foreign Relations Administration
Moscow State Technical University
The Ministry of General and
Professional Education of the
Russian Federation
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MOSCOW STATE BAUMAN MOSCOW STATE
TECHNICAL UNIVERSITY TECHNICAL UNIVERSITY
NAMED AFTER N.E. BAUMAN
5 Second Baumanskaya Str. 2-nd Baumanskaya Str.
Moscow, 107005 Moscow 107005, Russia
Tel: (095) 261-40-55 Tel.: (095) 261-40-55
Fax: (095) 267-9893 Fax: (095) 267-98-93
E-Mail: irina@interd.bmstu.ru E-mail: irina@interd.bmstu.ru
ATTACHMENT 1
Based on the proposal by the "MGTU" [Moscow State Technical University] named
after N. E. Bauman in the Russian text the following changes have been made:
1. In the first paragraph, the word "Exclusive" was deleted.
2. In p. "B" of the Declarative Part, in the first sentence the word
"Exclusive" was deleted.
3. In p. "B" of the Declarative Part a sentence has been added: "The
right of exclusivity will be realized only in specific contracts for
research and development projects".
4. In p. 1 this sentence has also been added.
5. In p. 1, in the first sentence the word "Exclusive" has been deleted.
6. In p. 4, in the section "i" [the following has been] added
"...regarding which it has agreements with Nevada".
7. In p. 15. The [following] sentence has been deleted from the text:
"The Parties specifically stipulate that the present Agreement will
not be regulated by the Convention of the United Nations for
International Trade of Goods."
(Round Seal of Nevada Manhattan
-- illegible)
(Signature) 3/23/99
Rector (Signature) 2.25/99 I.B. Fedorov
Pro-rector for International Regulations (Signature) G. P. Pavlikhin
[Round Seal over signatures above with following from center out]
Foreign Relations Administration
Moscow State Technical University
The Ministry of General and Professional Education of the Russian
Federation