EXHIBIT 10.1
LETTER OF AGREEMENT
-------------------
THIS LETTER OF AGREEMENT is made as of February 7, 2000.
BETWEEN:
USA VIDEO INTERACTIVE CORP.
of 70 Essex Street
Mystic, CT 06355
("USA")
OF THE FIRST PART
AND:
VIANET TECHNOLOGIES
3401 E. University #204
Denton, TX 76208
("VIANET")
OF THE SECOND PART
WHEREAS:
A. USA has USA Video-on-Demand(TM) and other expertise with Wavelet
technologies that can enhance delivery of video/audio via the Internet and
other systems, and expertise in designing and installing video solutions;
and
B. USA holds patents on store and forward video-on-demand technology;
C. USA has extensive experience in UNIX based software applications for Sun,
HP, and Silicon Graphics computer systems using C, C++, Java and X/Motif
languages and windowing systems; and
D. VIANET is a leading developer of Wavelet technology; and USA and VIANET
have a contract in place whereby VIANET provides USA with Wavelet
technology for use in USA service offerings, including an agreement that
VIANET will provide Wavelet technologies to USA for incorporation in
decoding applications.
E. USA and VIANET plan to develop a Wavelet technology that operates with Unix
operating systems.
NOW THEREFORE, in view of the premises and in consideration of the mutual
covenants and agreements hereinafter set forth, the parties hereto do hereby
covenant and agree as follows:
1. The companies will develop a Unix Wavelet product with completion of a
test/demonstration version targeted for the second or third quarter of
2000.
2. Vianet will port its LSRT, LSVM and LSVCPeak15 decoding codecs to the UNIX
Sun platform for use by USA.
3. USA will be allowed to use the object code in their USA Video developed
media players.
4. The end resulting decoding codecs will be licensed to USA at an exclusive
level for marketing to Unix-based educational and corporate training market
applications and our preferred marketing arm for all others.
5. USA agrees to a 50/50 revenue split or per unit cost (TBD), which ever is
greater, for all Unix based decoding
-2-
applications sold with the Vianet Unix decoding codec included.
6. Ownership of the source code and ownership of the resultant decoding codec
remains solely that of Vianet.
7. USA will contract with VIANET for technical support and assistance at
competitive technical support rates; likewise, VIANET will contract with
USA for technical support and assistance at competitive technical support
rates.
8. USA will pay for 50% of the development costs of the ported unix decoding
codec. Costs and payment schedules to be determined based on work scope.
9. A joint press release will be released announcing the joint development
program stating that USA and VIANET are going to jointly develop a Unix
solution for the Sun Unix operating system and that USA has exclusive
marketing rights to the resultant product in the Unix educational and
corporate training market.
10. "Powered by Lightning Strike" will be in all future press releases where
USA describes its VIANET-licensed Wavelet product.
11. USA will be listed as "a preferred provider of VIANET-enabled Wavelet
compressed streaming video and video on demand" in all future Vianet press
releases where the Unix Wavelet product is described.
12. Both USA's and VIANET's websites will represent and display each other as a
partner.
13. USA will use the codecs under its own player.
14. USA will provide detailed product designs and plan of action and milestones
for all efforts related to the Unix system conversion(s) and system
improvements.
15. USA and VIANET will hold regular engineering and progress review meetings.
16. USA and VIANET will establish and document product test procedures.
17. USA and VIANET will collaborate on Alpha and Beta level products including
installation scripts/procedures and documentation for review prior to
product finalization.
18. VIANET and USA will publicize and otherwise promote this contract and
ongoing relationships as appropriate. There will be mutual review and
approval of press releases and other publicity regarding these projects and
relationships.
19. USA and VIANET will explore additional means of working together for
worldwide distribution of specific products and services.
20. The employees of USA or VIANET shall not be deemed to be employees of the
other party. Neither party shall be authorized to obligate or to bind, in
any manner, the other party to any contract, affirmation, representation,
warranty or other obligation concerning the sale of services, or to act in
the name of the other party.
21. Neither party shall, in any event, be liable to the other party for any
indirect, special, incidental or consequential damages, including, but not
limited to, loss of revenue, cost of capital, loss of business reputation
or opportunity arising from the good faith performance of this Agreement.
-3-
22. Unless terminated earlier as provided herein, the term of this Agreement
shall commence on the date first set forth above and shall continue in
effect for twelve consecutive months (the "Term"). Thereafter, this
Agreement will be renewed annually by mutual agreement.
23. This Agreement may be terminated by either party during the Term or any
renewal thereafter on 30 days prior written notice to the other party,
subject to the terminating party fulfilling all outstanding commitments and
obligations thereto.
24. In the event either party has defaulted in its performance of this
Agreement, the other party shall provide written notification to the
defaulting party of such default. If the defaulting party fails to correct
such default within 30 days, the other party, upon written notice to the
defaulting party, may terminate this Agreement and recover whatever damages
may be recoverable against the defaulting party by operation of law.
25. This Agreement shall be governed and interpreted in accordance with the
laws of the State of Connecticut. The parties hereto agree to submit to the
exclusive jurisdiction of the Courts of Connecticut in the event of a
dispute.
26. This Agreement may be subject to regulatory approval.
USA VIDEO INTERACTIVE CORP. VIANET TECHNOLOGIES
_____________________________ ___________________________
Authorized Signatory Authorized Signatory
Edwin Molina, President ___________________________
Name
___________________________
Title