EXHIBIT 10.7
TECHNOLOGY PARTNERSHIP
AND
RESEARCH & DEVELOPMENT CONTRACT
PROJECT NAME: FACIAL RECOGNITION OPERATING SYSTEM
PARTY A: TITANIUM GROUP LTD.
PARTY B: CHINA SCENTIFIC AUTOMATION RESEARCH CENTER
DATE: 6-15-2005
PLACE CONTRACT SIGHED: BEIJING
EFFECTIVE DATE: 6-15-2005 TO 6-14-2006
Contract signed is in compliance with the contract laws of the Peoples' Republic
of China.
Both parties mutually agree upon all terms below.
(A) Content
Research for application of facial recognition operation technology
(i) Facial recognition in surveillance application
(ii) Facial recognition for logical access control
(B) Joint venture method
(i) Party A provide capital and operational technicians
(ii) Party B provide location and technical technicians
(C) Ownership of newly developed intellectual properties rights
(i) Both parties agreed all facial recognition technology that was
developed and own by either party prior to this contract shall
belong to the developed party respectively
(ii) Any new facial recognition technology that's develop after this
contract is signed shall become the property of the joint
venture
(D) Cost and payment method for the joint venture
(i) Party A agree to pay party B a total of one hundred thousand
dollars RMB(100,000.00 RMB)
(ii) Ten days after this contract is signed, Party A agree to pay
party B fifty thousand dollars RMB (50,000.00 RMB)
(iii) Three months after this contract is signed, party A agree to
pay the balance of fifty thousand dollars RMB (50,000.00 RMB)
to party B
(E) Effective date
Contract will be effective for twelve months after Party a deposit the
first payment to party B
(F) Confidentiality
(i) Both parties shall at anytime after this agreement is signed
keep all information in this contract confidential. Unless any
disclosure of this contract is agree upon by related party
before any disclosure. If disclosure is forced by law, all
disclosed parties shall be notify immediately, content of
disclosure shall be notified to related party too
(ii) All information provided to Party B by Party A shall consider
as confidential. (This information shall include but not
limited to customer list, strategy of company, pricing, know
how and idea) None of the said information shall disclose to
any third party.
(iii) All information provided to Party A by Party B shall consider
as confidential. This information shall include but not limited
to technical know how, code name and calculating formula. None
of the said information shall disclose to any third party.
(iv) Both parties shall not use any provided information from the
opposite party to do harm and go against the opposite party. If
there is harm or any damage occur, the party that cause the
harm or damage shall compensate the opposite party.
(v) This agreement (F) shall not be affected by the termination of
this contract. All information provided by both parties shall
remain confidential until all information become public from an
unrelated party. This information shall not come from either
party in this agreement.
(vi) Confidential information shall not include any information that
was disclosed before the signing of this contract.
(G) Breach of contract
(i) If this contract is breached due to the following situation by
any party, The opposite party shall have the right to terminate
this contract by writing thirty days prior to the incident,
(a) If any party go bankrupt voluntary of involuntary, or if
a creditor is taking over the business and dissolve the
business
(b) If the breaching party does not try to fulfill the
obligation of this contract thirty days after receiving
the notice. (Assuming the breaching party has the
ability to fulfill this contract)
(ii) Both party agreed that if either party breach this contract it
will give The non-breaching party harms and unforeseeable
damage. The non-breaching party therefore shall have the right
to claim all loses and damages by taking the case to the court.
All legal fees shall be the responsibility of the breaching
party.
(iii) If during the research period any technology is expose to the
public by an unrelated party this joint venture shall consider
as meaningless and either party has the right to terminate this
contract.
(H) Settlement of disagreement
If any disagreement comes up within the time frame of this contract,
both parties agree to try to settle the dispute with a friendly manor
before taking it to litigation.
(I) Unforeseen interruption
(i) Unforeseen interruption means any event happens to interrupt
the ongoing process of this contract, that's beyond the control
of both parties. These events could include government
interference, earthquake, fire, typhoon, flood, war or any
other similar events.
(ii) If any of the above happened, the affected shall notify the
other party right away. Details of event like date, nature and
estimate duration of event etc. also what kind of effect will
have for the affected party to fulfill this contract shall be
addressed.
(iii) Affected party shall update the opposite party constantly. If
event got settled, a written notification shall be sent to the
opposite party immediately.
(iv) If section B & C of this contract has been fulfilled by the
affected party before any event happened, affected party has
the right to terminate its obligation temporary until the event
got settled. Affected party shall not be responsible for any
lose of damage that is caused. Affected party shall try it's
best to fulfill the obligation again after the event ended.
(v) Affected party shall provide official document to verify the
event that had happened if no official document is provided,
affected party shall be responsible for all loses and damages
that was caused by the said event.
Others
(i) Five copies of contract are produced, party A keeps two copies, party B
keeps three copies, and all copies shall be legally recognized.
(ii) Any other amendment or attachment that is sign after this contract
will become part of this document if document is sign and stamp by
both parties.
Party A
Legal Representative - Johnny Ng
Phone No. 852-3427-3177
Fax No. 852-2776-2257
Address: 10/F Tianjin Building
167 Connaught Road West
Hong Kong
Hong Kong
Party B
Legal Representative - Tam Tik Nu
Phone No. 010-4262-6787
Fax No. 010-6265-9350
Address: 96 Chun Lun Village Road
Beijing City 100080
Peoples' Republic of China
Banker: Bank of Beijing
Acct No. 0200049609088100325