Exhibit 10.1
MEMORANDUM OF AGREEMENT
Dated for reference this 24th, day of June 2011
Between
Cytta Corp. a Nevada company (herein "Cytta"), having its principal
offices at 6490 West Desert Inn Rd, Las Vegas NV USA, 89146
And
Promia, Inc. and affiliates (herein "PROMIA"), located at 160 Spear
Street, Suite 320, San Francisco, CA 94105
Whereas
A. Cytta is the owner, through license, of a cellular network, composed
of SMS, data and voice capacity in the USA.
B. Cytta also has the ability to expand the network to the remainder of
the world.
C. Cytta intends to utilize the US Network to provide data and voice
transmission services from Bluetooth enabled medical peripherals and
other Technology.
D. The data from the Technology and/or patients will be transmitted
through a connectivity device utilizing mobile telecom Technology,
utilizing the cellular network and/or various WIFI enabled
communication Technology.
E. Cytta intends to utilize an android enabled smartphone as the primary
communication device and is currently in discussions with
manufacturers regarding securing appropriate Technology for their
market.
F. The data will move from the smartphone to the Cytta Data repository
and from there to the Cytta Electronic Dashboard for review by their
clients and from there to any other authorized recipients (which in
the medical field may be the Electronic Personal Records or Electronic
Medical Record repositories maintained by the patients, payors or
providers who may be the clients of Cytta). The uses of the Cytta
system include numerous other vertical markets which Cytta is
currently exploring.
G. Given the capabilities of the smartphones being designed for the
system it is anticipated that there will be downstream uses for the
voice communication capability as well as the ability to display
notices and advertising on the screen of the smartphone (or as SMS or
email messages).
H. PROMIA, an established development firm and software provider since
1991 and is in the business of providing solutions that are designed
to support highly secure, reliable, scalable and interoperable
business applications. PROMIA's open-standard solutions comply with
the newest emerging security regulations and specifications, providing
high levels of information security assurance.
I. PROMIA has targeted energy and power industries, military, government
and financial institutions, developing sophisticated new intrusion
detection tools that employ Artificial Intelligence techniques on high
speed, high volume network systems.
J. In the Energy and Power Industries Promia through their innovative,
web-based, Wiki-enabled CIP Knowledge Base provides "at the
fingertips" reference to compliance standards, an integrated
methodology to step you through the process, and a knowledge capture
database that stores your compliance information for audit reporting
purposes. Promia also utilizes the Promia Raven Cyber Security
management system that automatically discovers your Cyber assets,
their vulnerabilities and protection profiles without costly, error
prone, manual processes. Additionally Promia utilizes an Integrated,
Risk Assessment Methodology - the core of the Cyber asset management
process - that determines the vulnerabilities, risk profiles and
assignment of criticality of your Cyber assets.
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K. Promia also supplies support in the form of a World-Class Team of
Promia, Cyber and Nexant Electrical power systems consultants that
provide the best in class support to assure a timely, high level of
NERC compliance.
L. In the Financial Sector Promia's solutions are directed at the
financial institutions who are concerned now more than ever with
protecting their Cyber-based systems from attack and exploit by
hostile sources. Most financial companies now have a significant
investment in online systems whether it's online banking, stock
trading or customer services. Financial institutions must maintain a
trusted relationship with their online customers. If that trust is
broken, they risk a large cost from losing current customers, and from
potential customers that will not do business with institutions that
are viewed as untrustworthy. Compounding this risk is regulatory
compliance mandates such as the Federal Information Security
Management Act (FISMA) that require financial institutions to
demonstrate their ability to protect their critical financial systems.
M. Promia's capability to detect security threats is the first line of
defense against Cyber intruders. Promia Raven systems detect and
report, in real time, attempts to exploit your Cyber systems. Critical
incidents are reported and highlighted so that your network operations
personnel can be alerted of pending threats and can take immediate
action to thwart them. The Promia Raven appliances provide inline,
dynamically enabled blocking so that not only can you detect
intrusions, you can stop them in their tracks.
N. For the above reasons the Parties herein wish to work together in this
venture.
O. The Parties have agreed that numerous synergies can be achieved by
combining their various skill sets to more efficiently provide
services to their respective markets.
Now therefore this agreement witnesseth that in consideration of one dollar and
other good and valuable consideration the Parties hereto agree as follows.
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1. Cytta wishes to work with PROMIA to utilize its special skills and
services (the "Technology") in all Cytta's communication devices and
network access points (herein "Systems") distributed in the USA and
abroad.
2. PROMIA wishes to have Cytta install and market its Technology on all
Systems they deploy in the USA and abroad.
3. Additionally Promia wishes to have Cytta market its technology in all
other markets in which it can be deployed, pursuant to the Value Added
Reseller Agreement agreed to between the Parties.
4. Cytta intend to expand its network capacity internationally and PROMIA
wishes to avail them of the opportunity to offer their Technology as
part of the System package.
5. To fulfill the objectives of the parties they will agree to form a
Joint Venture LLC (the "JV" or the "Cytta Connects LLC") for the
purposes of developing marketable products utilizing the assets of
Promia and Cytta. The general format of the JV will be 60% Cytta 40%
Promia, but shall be varied depending upon the agreed upon
contribution of the parties.
6. The first product to be developed by the JV will be related to the
Cytta medical system and network with the details to be determined by
the parties.
7. The JV shall be initially funded by Cytta for a total of $250,000, or
as otherwise agreed between the parties.
8. The Parties wish to work together to fulfill all the technical and
business objectives of this agreement and have agreed to work together
to define the technical and business elements of the project.
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9. This Memorandum of Agreement (herein "MOA") is made in good faith and
for the purpose of accelerating a working relationship with both
parties. Both parties further agree to work toward executing an
expanded Definitive Agreement and JV based on this MOA framework by no
later than August 1, 2011. If such Definitive Agreement is not signed
by that date, this MOA will continue in force and is renewable
annually.
10. TERMINATION OF MOA. Either party may terminate this Agreement at any
time providing 30 days prior written notice of termination to the
other Party. Any notice of termination shall only be effective
however, when received.
11. DISCLOSURE OF INFORMATION.
Parties acknowledge that from time to time during the Agreement term,
Parties will come into possession of certain information regarding
other Party, and its scientific and intellectual property, including,
but not limited to, software information, copyrightable brochures,
customer lists, price books, mechanical drawings, research and
development data and other information considered confidential.
Parties will not, during or after the Agreement Term, disclose, except
to other Party and its Board of Directors, without authorization of
the other Party's Board of Directors, all or any portion of such
information to any person, firm, corporation, association or other
entity. In the event of a threatened breach of the provisions of this
paragraph, Party shall be entitled to an injunction restraining other
Party from making any such disclosure. If any Party breaches the
provisions of this paragraph during the Agreement Term, such action
shall be grounds for termination of this Agreement as hereinafter
provided.
If Party retains in any manner or form any of the information
specified hereinafter after the termination of this Agreement for
whatever reason or Party discloses all of or any portion of such
specified information, all of the other Party's obligations, if any,
hereunder shall be deemed to be completely fulfilled.
Nothing herein shall be construed as prohibiting the Party from
pursuing any other remedies available to him for such breach or
threatened breach, including the recovery of damages from the other
Party.
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12. ENUREMENT
This agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
13. ADDITIONAL DOCUMENTS
The parties hereto will execute and deliver all such further documents
and instruments, and do all such further acts and things as may be
necessary to carry out the full intent and meaning of this agreement
and to give effect to the transactions contemplated hereby.
14. CAPTIONS
The captions appearing in the agreement are inserted for convenience
of reference only and shall not effect the interpretation of this
agreement.
15. COUNTERPARTS
This agreement may be executed in counterpart and all counterparts so
executed shall constitute one agreement binding on all parties hereto.
It shall not be necessary for each party to execute the same
counterpart hereof.
IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of
the day and year first written above.
/s/ John Mullen /s/ Stephen Spalding
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Authorized Signatory Authorized Signatory
Promia, Inc. Cytta Corp.
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