conversations.from: human
conversations.value: Give me more for this agreement: AFFLIATE AGREEMENT DATED JULY 15, 2005
   AFFILIATE AGREEMENT
   This Agreement entered into as of the Effective Date by and between Link Plus Corporation and Axiometric, LLC.
   RECITALS
   WHEREAS, Axiometric has developed certain computer software including wireless mesh networking technology and AMR devices and systems;
conversations.from: assistant
conversations.value: WHEREAS, LKPL has developed certain radio devices and systems along with hardware manufacturing capacities and plans to develop AMR devices and systems;
   WHEREAS, LKPL and Axiometric believe it will be in their mutual best interests to cooperate in further developing AMR product suites by creating a preferred provider relationship between themselves;
   WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May 3, 2005, and now desire to further describe their relationship as initially set forth in the non-binding portions of that Letter of Intent.
   NOW, THEREFORE, in consideration of the mutual promises contained herein, the fees to be paid in connection therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:
  1. DEFINITIONS
conversations.from: human
conversations.value: More of this please:
  AFFLIATE AGREEMENT DATED JULY 15, 2005 AFFILIATE AGREEMENT This Agreement entered into as of the Effective Date by and between Link Plus Corporation and Axiometric, LLC. RECITALS WHEREAS, Axiometric has developed certain computer software including wireless mesh networking technology and AMR devices and systems; WHEREAS, LKPL has developed certain radio devices and systems along with hardware manufacturing capacities and plans to develop AMR devices and systems; WHEREAS, LKPL and Axiometric believe it will be in their mutual best interests to cooperate in further developing AMR product suites by creating a preferred provider relationship between themselves; WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May 3, 2005, and now desire to further describe their relationship as initially set forth in the non-binding portions of that Letter ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of Intent. NOW, THEREFORE, in consideration of the mutual promises contained herein, the fees to be paid in connection therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows: 1. DEFINITIONS 1.1 Throughout this Agreement, and unless the context otherwise requires, the terms shown on Exhibit A (whether or not capitalized) shall have the meanings there specified.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: If other terms are defined in [spans 1].
conversations.from: assistant
conversations.value: spans 1: the text of this Agreement, then throughout this Agreement, those terms shall have the meanings respectively ascribed to them.2
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: OFFICE SPACE 2.1 During the term [spans 1] space for two individuals and associated equipment [spans 2].
conversations.from: assistant
conversations.value: spans 1: of this Agreement, LKPL will provide Axiometric with a license to use office space in LKPL's corporate facility in Columbia, Maryland, free of charge.2.2 LKPL will allow Axiometric to use enough office 
  spans 2: in locations convenient for LKPL's purposes for as long as that space is available and not needed by LKPL for its own purposes
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conversations.value: More of this please:
  Axiometric will have access to LKPL's telephone ...
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conversations.value: Sure, let me know if you need anything else:
  system, internet connections, conference room, and printers.2.
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  3 If LKPL requires space used by Axiometric for LKPL's own purposes, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  then LKPL will attempt in good faith but without having any obligation...
conversations.from: human
conversations.value: Next.
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conversations.value: to continue to provide Axiometric with comparable space. If LKPL deems itself unable to continue to provide Axiometric work space without expanding LKPL's facilities, and if LKPL determines it will be in its own best interests to expand its facilities, then LKPL will afford Axiometric the opportunity to lease space in the new facilities under a mutually acceptable separate commercial rental agreement. If Axiometric does not then wish to rent office space from LKPL, then LKPL may terminate Axiometric's license to use work space in LKPL's facility upon 60 days notice. Source: LINK PLUS CORP, 8-K, 8/2/2005 2.
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  4 Axiometric shall be solely responsible for providing all equipment, furniture, supplies and other personal property that Axiometric deems ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  appropriate to operate its business. LKPL will have no obligation to provide any special facilities or infrastructure unless otherwise negotiated.2.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 5 LKPL will have no liability whatsoever [words 1] any of Axiometric's equipment, furniture, supplies or other personal property; Axiometric will use the space at its sole [words 2] right to terminate the license to use the office space and to move [words 3] any time upon two weeks notice.2.
conversations.from: assistant
conversations.value: words 1: for 
  words 2: risk.2.6 Axiometric will have the 
  words 3: out of the office space at
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conversations.value: More of this please:
  7 Axiometric must at all times use the office space strictly in ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  accordance with terms and conditions stated in LKPL's lease for the space.2.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 8 Axiometric must indemnify and hold LKPL and its officers, directors, stockholders, agents, contractors, employees and guests (collectively, the [spans 1] the office with the permission of Axiometric.3. AUTOMATIC METER READING Axiometric and LKPL agree to jointly pursue accessing and commercially penetrating the AMR market by developing a suite of qualified and commercially marketable product suites for that market, marketing and selling that suite of products. The following shall be the general roles and responsibilities of the two companies [spans 2].
conversations.from: assistant
conversations.value: spans 1: "Indemnified Parties") harmless from and against any and all Loss that the Indemnified Parties may incur arising from or relating to Axiometric use of the office space, including but not limited to any Loss suffered by the Indemnified Parties as a result of any negligent acts or omissions of Axiometric, its employees, agents, contractors and representatives, or anyone else working under Axiometric or in 
  spans 2: with respect to AMR efforts: 3.1 AMR Products 3.1
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 1 Water Meter Development: Axiometric and LKPL are jointly developing an AMR [spans 1] Meter). The Water Meter is a hardware device [spans 2].
conversations.from: assistant
conversations.value: spans 1: product for remote reading of residential water utility meters (hereafter the Water 
  spans 2: with integral software
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conversations.value: More of this please:
  The software includes, under license, the Axiometric wireless mesh networking intellectual property. The Water Meter is capable of interfacing with ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  a variety of water meter registers, recording water usage, logging various exceptional conditions, and reporting them via a radio link.
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  The Water Meter is also capable of forming a mesh network with other Water Meters to extend the radio reporting range using the aforementioned Axiometric mesh networking intellectual property. The Water Meter software and hardware are based on existing Axiometric electric meter AMR hardware and software products; joint ownership of the Water Meter does not convey joint ownership of those existing products or of the mesh networking intellectual property. New software and hardware designs and intellectual property developed in the course of the Water Meter development are ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  jointly owned; specifically, the algorithms used to collect data directly from a Water Meter using a point-to-point link (drive-by data collection), the specific hardware designs related to water register interface, battery power management, and other intellectual property specifically Source: LINK PLUS CORP, 8-K, 8/2/2005 described and mutually agreed in writing as amendments to this Agreement. Joint ownership conveys to each party individually the right to use, sell, modify, and create derived works from said intellectual property, as well as the right to sub-license these rights to others.3.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 2 Energy AMR Product Suite: Axiometric has developed an AMR product suite [words 1] metering consisting of a meter insert for interfacing to [words 2] and exceptional conditions, and transmitting the information [words 3] to a central collector. Axiometric has also developed mesh networking [words 4] relay information from insert to insert thus [words 5] range and reliability of such information transmissions.
conversations.from: assistant
conversations.value: words 1: for use in energy (electric) 
  words 2: energy meters, recording usage 
  words 3: via radio 
  words 4: intellectual property to allow the meter inserts to 
  words 5: extending the
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: Axiometric has also developed a central collection ... Gateway) capable of collecting usage and ... large number of meter inserts and relaying that information onto another communications ... etc. ) for delivery to a processing system. Axiometric has also ... the collected data to a database, presenting and managing ... to other processing systems. This collection of products forms ... is owned by Axiometric.3.1.
conversations.from: assistant
conversations.value: words 1: unit (hereafter Mesh Controller or 
  words 2: other information from a 
  words 3: medium (radio, GSM, 
  words 4: developed processing software for recording 
  words 5: that information, and exporting the data 
  words 6: an energy metering (electric) AMR Product Suite that
conversations.from: human
conversations.value: More of this please:
  3 Axiometric and LKPL may develop other AMR Product Suites (e. g. ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  for gas metering) and ownership of those AMR Product Suites will be...
conversations.from: human
conversations.value: More.
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conversations.value: held individually by the developer of the suite or jointly if mutually agreed to in writing.3.2 Marketing and Sales: Regardless of ownership and in order to coordinate marketing and prevent overlap and...
conversations.from: human
conversations.value: More.
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conversations.value: confusion by customers and potential customers, all sales and marketing shall be conducted as follows: 3.2.1 Axiometric shall have the exclusive right to market and sell AMR Product Suites to entities whose...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: corporate headquarters are physically located in the United States and U.S. territories with the exception of Datamatic as defined in 3.3.1 and 3.3.2 below...
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conversations.value: More.
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conversations.value: 3.2.2 LKPL shall have the exclusive right to market and sell AMR Product Suites to Datamatic LTD, a Plano TX corporation (hereafter Datamatic).3.2.3 LKPL shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located outside the United States and its territories.3.2.4 The proceeds of all sales shall be distributed pursuant to the terms of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: this Agreement as set forth in Section 3.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 3 Proceeds: As a result of the different [words 1] and this Agreement, the proceeds of sales of [words 2] Suites shall be as follows unless otherwise [words 3] 3.3.1 For sales of Water Meter [words 4] LKPL shall set the price of [words 5] sales to Datamatic. LKPL shall pay Source: LINK PLUS CORP, 8-K, [words 6] a) five-percent (5%) of the Gross Proceeds [words 7] Net Proceeds of all Water Meter AMR [words 8] Meter AMR Product Suites to Datamatic, [words 9] price of Electric Meter AMR Product [words 10] sales to Datamatic.
conversations.from: assistant
conversations.value: words 1: ownership interests, marketing relationships, 
  words 2: AMR Product 
  words 3: mutually agreed in writing: 
  words 4: AMR Product Suites to Datamatic, 
  words 5: Water Meter AMR Product Suite 
  words 6: 8/2/2005 Axiometric the higher of 
  words 7: or b) twenty-five-percent (25%) of the 
  words 8: Product Suite sales.3.3.2 For sales of Electric 
  words 9: Axiometric shall set the 
  words 10: Suite
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: LKPL shall pay Axiometric Net Proceeds less the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the ...
conversations.from: assistant
conversations.value: words 1: Net Proceeds.3.3
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 3 For sales of AMR Product ... Proceeds 3.3.4 For sales of AMR Product Suites by Axiometric, other than sales to Datamatic as defined above, and other than AMR product suites for use in electric/energy metering: Axiometric shall pay LKPL the higher of: a) five-percent ... Royalty payments for those products.3.
conversations.from: assistant
conversations.value: spans 1: Suites by LKPL, other than sales to Datamatic as defined above: LKPL shall pay Axiometric the higher of: a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net 
  spans 2: (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds 3.3.5 Payments to Axiometric for sales of the AMR Product Suite shall be in lieu of any licensed IP
conversations.from: human
conversations.value: More of this please:
  4 Manufacturing: During the term of this Agreement, Axiometric shall issue a Request for Manufacture (RFM) for any AMR hardware to be sold by ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Axiometric under the terms of this Agreement. The RFM shall specify delivered product cost, credit requirements, delivery schedules, warranty service, quality using industry standard...
conversations.from: human
conversations.value: Continue.
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conversations.value: terms, and other industry standard manufacturing requirements.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: As the preferred manufacturer, LKPL shall have first right [words 1] such RFMs. If LKPL does not [words 2] RFM within thirty (30) days, or cannot provide [words 3] cost, credit, quality, schedule), Axiometric will be free to [words 4] to an alternate manufacturer.3.5 Payments: As defined in section 3.3 above, selling parties may owe the other party some [words 5].
conversations.from: assistant
conversations.value: words 1: of refusal on all 
  words 2: respond to an 
  words 3: competitive terms (such as 
  words 4: award the manufacturing contract 
  words 5: portion of the Proceeds
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: The payment of amounts owed shall be performed as follows: 3.5.1 Payments due shall be made within 45 days of the close of each calendar quarter.3.5.2 [spans 1] such payment is received.3.5.
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conversations.value: spans 1: Payments that are not received within thirty (30) days after their due date will bear interest at the rate of twelve percent (12.0%) per annum compounded monthly from the due date until
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conversations.value: More of this please:
  3 Payments not received within sixty (60) days after their due date will be considered a material breach of this Agreement and the party ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  due payment may pursue any and all legal action to recover the payment and reasonable legal fees incurred in the pursuit of said payment...
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conversations.value: Source: LINK PLUS CORP, 8-K, 8/2/2005 3.5.4 Both parties are entitled to reports of sales and to conduct periodic audits to ensure accuracy of...
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conversations.value: Next.
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conversations.value: Payments as follows: a.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: Each party will provide to the ... Costs. b.
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conversations.value: spans 1: other a quarterly report (in hard copy and electronic copy (if applicable)) showing the AMR Product Suite sales including the Gross Proceeds and the Production
conversations.from: human
conversations.value: More of this please:
  Each party shall have the right to conduct an audit after the end of each calendar year to verify the accuracy of the other party's quarterly reports for that year, provided the ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  audit must be initiated no later than June 30th of each year, and that if no such audit is conducted, then the quarterly reports for that year will be deemed accurate. c.
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conversations.value: More of this please:
  In the event a Payee's audit shows that the Gross Proceeds or Production Costs of the Payor resulted in an under-payment to the Payee, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  then the Payor shall have the right, at the Payor's cost, to have its own auditor verify the Payee's audit. If the Payor audit...
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conversations.value: Next.
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conversations.value: confirms the report of the Payee's auditor, then the Payor will pay the deficiency within fifteen (15) days from the time Payee invoices for the deficiency. d.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: In the event a Payee's audit shows that the Gross Proceeds or Production Costs of [words 1] in an under-payment of more than three [words 2] the Payor shall have the right, at the Payor's cost, to have its own auditor [words 3] audit. If the Payor audit confirms the report of the [words 4] Payor will pay the deficiency and the cost of the Payee's audit within fifteen (15) days from the time Payee invoices for those fees and provides standard proof of the [words 5].
conversations.from: assistant
conversations.value: words 1: the Payor resulted 
  words 2: percent (3.0%) to the Payee, then 
  words 3: verify the 
  words 4: Payee's auditor, then the 
  words 5: time and expenses incurred
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  3. AUTOMATIC METER READING
   Axiometric and LKPL agree to jointly pursue accessing and commercially penetrating the AMR market by developing a suite of qualified and commercially marketable product suites for that market, marketing and selling that suite of products. The following shall be the general roles and responsibilities of the two companies with respect to AMR efforts:
   3.1 AMR Products
   3.1.1 Water Meter Development: Axiometric and LKPL are jointly developing an AMR product for remote reading of residential water utility meters (hereafter the Water Meter). The Water Meter is a hardware device with integral software. The software includes, under license, the Axiometric wireless mesh networking intellectual property. The Water Meter is capable of interfacing with a variety of water meter registers, recording water usage, logging various exceptional conditions, and reporting them via a radio link. The Water Meter is also capable of forming a mesh network with other Water Meters to extend the radio reporting range using the aforementioned Axiometric mesh networking intellectual property. The Water Meter software and hardware are based on existing Axiometric electric meter AMR hardware and software products; joint ownership of the Water Meter does not convey joint ownership of those existing products or of the mesh networking intellectual property.
   New software and hardware designs and intellectual property developed in the course of the Water Meter development are jointly owned; specifically, the algorithms used to collect data directly from a Water Meter using a point-to-point link (drive-by data collection), the specific hardware designs related to water register interface, battery power management, and other intellectual property specifically
  Source: LINK PLUS CORP, 8-K, 8/2/2005
   described and mutually agreed in writing as amendments to this Agreement. Joint ownership conveys to each party individually the right to use, sell, modify, and create derived works from said intellectual property, as well as the right to sub-license these rights to others.
   3.1.2 Energy AMR Product Suite: Axiometric has developed an AMR product suite for use in energy (electric) metering consisting of a meter insert for interfacing to energy meters, recording usage and exceptional conditions, and transmitting the information via radio to a central collector. Axiometric has also developed mesh networking intellectual property to allow the meter inserts to relay information from insert to insert thus extending the range and reliability of such information transmissions. Axiometric has also developed a central collection unit (hereafter Mesh Controller or Gateway) capable of collecting usage and other information from a large number of meter inserts and relaying that information onto another communications medium (radio, GSM, etc.) for delivery to a processing system. Axiometric has also developed processing software for recording the collected data to a database, presenting
   and managing that information, and exporting the data to other processing systems. This collection of products forms an energy metering (electric) AMR Product Suite that is owned by Axiometric.
   3.1.3 Axiometric and LKPL may develop other AMR Product Suites (e.g. for gas metering) and ownership of those AMR Product Suites will be held individually by the developer of the suite or jointly if mutually agreed to in writing.
   3.2 Marketing and Sales: Regardless of ownership and in order to coordinate marketing and prevent overlap and confusion by customers and potential customers, all sales and marketing shall be conducted as follows:
   3.2.1 Axiometric shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located in the United States and U.S. territories with the exception of Datamatic as defined in 3.3.1 and 3.3.2 below
   3.2.2 LKPL shall have the exclusive right to market and sell AMR Product Suites to Datamatic LTD, a Plano TX corporation (hereafter Datamatic).
   3.2.3 LKPL shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located outside the United States and its territories.
   3.2.4 The proceeds of all sales shall be distributed pursuant to the terms of this Agreement as set forth in Section 3.3 [Proceeds] below.
   3.3 Proceeds: As a result of the different ownership interests, marketing relationships, and this Agreement, the proceeds of sales of AMR Product Suites shall be as follows unless otherwise mutually agreed in writing:
   3.3.1 For sales of Water Meter AMR Product Suites to Datamatic, LKPL shall set the price of Water Meter AMR Product Suite sales to Datamatic. LKPL shall pay
  Source: LINK PLUS CORP, 8-K, 8/2/2005
   Axiometric the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the Net Proceeds of all Water Meter AMR Product Suite sales.
   3.3.2 For sales of Electric Meter AMR Product Suites to Datamatic, Axiometric shall set the price of Electric Meter AMR Product Suite sales to Datamatic. LKPL shall pay Axiometric Net Proceeds less the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the Net Proceeds.
   3.3.3 For sales of AMR Product Suites by LKPL, other than sales to Datamatic as defined above: LKPL shall pay Axiometric the higher of:
   a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds
   3.3.4 For sales of AMR Product Suites by Axiometric, other than sales to Datamatic as defined above, and other than AMR product suites for use in electric/energy metering: Axiometric shall pay LKPL the higher of:
   a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds
   3.3.5 Payments to Axiometric for sales of the AMR Product Suite shall be in lieu of any licensed IP Royalty payments for those products.
   3.4 Manufacturing: During the term of this Agreement, Axiometric shall issue a Request for Manufacture (RFM) for any AMR hardware to be sold by Axiometric under the terms of this Agreement. The RFM shall specify delivered product cost, credit requirements, delivery schedules, warranty service, quality using industry standard terms, and other industry standard manufacturing requirements. As the preferred manufacturer, LKPL shall have first right of refusal on all such RFMs. If LKPL does not respond to an RFM within thirty (30) days, or cannot provide competitive terms (such as cost, credit, quality, schedule), Axiometric will be free to award the manufacturing contract to an alternate manufacturer.
   3.5 Payments: As defined in section 3.3 above, selling parties may owe the other party some portion of the Proceeds. The payment of amounts owed shall be performed as follows:
   3.5.1 Payments due shall be made within 45 days of the close of each calendar quarter.
   3.5.2 Payments that are not received within thirty (30) days after their due date will bear interest at the rate of twelve percent (12.0%) per annum compounded monthly from the due date until such payment is received.
   3.5.3 Payments not received within sixty (60) days after their due date will be considered a material breach of this Agreement and the party due payment may pursue any and all legal action to recover the payment and reasonable legal fees incurred in the pursuit of said payment.
  Source: LINK PLUS CORP, 8-K, 8/2/2005
   3.5.4 Both parties are entitled to reports of sales and to conduct periodic audits to ensure accuracy of Payments as follows:
   a. Each party will provide to the other a quarterly report (in hard copy and electronic copy (if applicable)) showing the AMR Product Suite sales including the Gross Proceeds and the Production Costs.
   b. Each party shall have the right to conduct an audit after the end of each calendar year to verify the accuracy of the other party's quarterly reports for that year, provided the audit must be initiated no later than June 30th of each year, and that if no such audit is conducted, then the quarterly reports for that year will be deemed accurate.
   c. In the event a Payee's audit shows that the Gross Proceeds or Production Costs of the Payor resulted in an under-payment to the Payee, then the Payor shall have the right, at the Payor's cost, to have its own auditor verify the Payee's audit. If the Payor audit confirms the report of the Payee's auditor, then the Payor will pay the deficiency within fifteen (15) days from the time Payee invoices for the deficiency.
   d. In the event a Payee's audit shows that the Gross Proceeds or Production Costs of the Payor resulted in an under-payment of more than three percent (3.0%) to the Payee, then the Payor shall have the right, at the Payor's cost, to have its own auditor verify the audit. If the Payor audit confirms the report of the Payee's auditor, then the Payor will pay the deficiency and the cost of the Payee's audit within fifteen (15) days from the time Payee invoices for those fees and provides standard proof of the time and expenses incurred.
conversations.from: assistant
conversations.value: 4. RELATIONSHIP OF THE PARTIES
   4.1 The parties will be joint venturers only as to those activities that they jointly undertake for the AMR market as described in section 3 above; otherwise they shall be independent of each other, with full control over their respective activities without the need to account to the other, and independent contractors as to all work performed under separate agreements. Even though the parties will be joint ventureres as to the AMR market, neither party will have the right to bind the other in any way without the other party's express consent, and this Agreement shall not otherwise be construed to make any party the agent, assignee, employee,
   fiduciary, investor, joint venturer, partner, or representative of any other party.
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conversations.value: 5. TERM
   This Agreement will remain in force for perpetuity or until and unless otherwise mutually agreed or amended in writing by both parties.
  6. NOTICES
  Source: LINK PLUS CORP, 8-K, 8/2/2005
   All notices and communications required or permitted to be given under this Agreement will be deemed given after receipt when sent by United States Postal Service as registered or certified mail, postage prepaid, and addressed to the other party at the notice addresses set forth on the signature page (unless by such notice a different person or address shall have been designated)
  7. ADDITIONAL PROVISIONS.
   7.1 This Agreement may not be assigned in whole or in part by either party without prior written consent of the other.
   7.2 All actions, cases, suits and proceedings in connection with this Agreement shall be brought in Maryland. All persons affected by this Agreement specifically consent to the personal jurisdiction of and venue in said courts. No action, case, suit or proceeding, regardless of form, arising out of or related to this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of the last payment. ALL ACTIONS, CASES, SUITS AND PROCEEDINGS SHALL BE HEARD WITHOUT A JURY. ALL PERSONS AFFECTED BY THIS AGREEMENT SPECIFICALLY WAIVE ALL RIGHT TO A TRIAL BY JURY AND SPECIFICALLY CONSENT TO THE PERSONAL JURISDICTION OF AND VENUE IN SAID COURTS.
   7.3 If suit or action is instituted to enforce any of the terms of this Agreement, then the prevailing party shall be entitled to recover from the other party such sums as the Court may adjudge reasonable as attorney's fees at trial on or appeal of such suit or action, in addition to all other sums provided by law.
   7.4 This Agreement shall be construed and governed in accordance with the laws of the State of Maryland regardless of the place or places of its physical execution and performance.
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 7.5 This Agreement includes all Recitals, attachments, exhibits, schedules, the Software License Agreement, and contains the entire agreement of
   the parties. It may not be changed orally but only by agreement in writing signed by the party against whom enforcement of any amendment, waiver, change, modification, extension or discharge is sought.
  IN WITNESS WHEREOF, LKPL and Axiometric have executed this Agreement below.
  LINK PLUS CORPORATION AXIOMETRIC, LLC
  By: By: --------------------------- -------------------------------- Robert L. Jones, Jr. Frank Moody Chairman, CEO Managing Director
  Notice Addresses:
  Link Plus Corporation 6996 Columbia Gateway Drive, Suite 104 Columbia, MD 21046 Attention: Chief Operating Officer
  Axiometric, LLC 10718 Vista Road Columbia, MD 21044
  Source: LINK PLUS CORP, 8-K, 8/2/2005
   EXHIBIT A - SELECTED DEFINITIONS
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: "Axiometric" means Axiometric, LLC. a Maryland limited liability company, having a principal place of business at 10718 Vista Road, Columbia, Maryland 21044.
  "Effective Date" means July 15, 2005.
  "Inventions" include creations, discoveries, hardware, inventions, prototypes, product suites, software, works of original authorship, and other intellectual property.
  "AMR Product Suite" is a collection of hardware and software products that together allow a utility to record, transmit, collect, and process utility (e.g. gas, water, electric) customer usage data and exceptional conditions.
  "LKPL" means Link Plus Corporation, a Delaware corporation having a principal place of business at 6996 Columbia Gateway Drive, Columbia, Maryland, 21046
  "Loss" includes actions, claims, costs, debts, demands, encumbrances, expenses (including all reasonable attorneys fees, costs and litigation expenses), fines, liens, liabilities and obligations.
  "Gross Proceeds" means the actual sums collected for the sale of any and all products in an AMR Product Suite.
  "Net Proceeds" means the Gross Proceeds less the Production Cost (as defined below).
  "Production Cost" means actual cost (including reasonable and competitive allowances for: materials, labor, overhead, other fixed costs, delivery, profit, taxes and duties) incurred in manufacturing and delivering AMR products. Reasonable and competitive is defined as being at or below the costs of competing manufacturers with similar capabilities manufactured under similar terms.
  "Royalty" means the royalty payable by LKPL to Axiometric under the Software License Agreement between the parties.
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Source: LINK PLUS CORP, 8-K, 8/2/2005
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: AFFILIATE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Axiometric
  * Link Plus Corporation
  * LKPL
  * Axiometric, LLC
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: JULY 15, 2005
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: "Effective Date" means July 15, 2005.
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement will remain in force for perpetuity or until and unless otherwise mutually agreed or amended in writing by both parties.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be construed and governed in accordance with the laws of the State of Maryland regardless of the place or places of its physical execution and performance.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. 
  * LKPL shall have the exclusive right to market and sell AMR Product Suites to Datamatic LTD, a Plano TX corporation (hereafter Datamatic).
  * LKPL shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located outside the United States and its territories.
  * Axiometric shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located in the United States and U.S. territories with the exception of Datamatic as defined in 3.3.1 and 3.3.2 below
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. Axiometric will have the right to terminate the license to use the office space and to move out of the office space at any time upon two weeks notice.
conversations.from: human
conversations.value: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
conversations.from: assistant
conversations.value: Yes. 
  * If LKPL does not respond to an RFM within thirty (30) days, or cannot provide competitive terms (such as cost, credit, quality, schedule), Axiometric will be free to award the manufacturing contract to an alternate manufacturer.
  * If LKPL deems itself unable to continue to provide Axiometric work space without expanding LKPL's facilities, and if LKPL determines it will be in its own best interests to expand its facilities, then LKPL will afford Axiometric the opportunity to lease space in the new facilities under a mutually acceptable separate commercial rental agreement.
  * As the preferred manufacturer, LKPL shall have first right of refusal on all such RFMs.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. This Agreement may not be assigned in whole or in part by either party without prior written consent of the other.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: Yes. 
  * For sales of AMR Product Suites by LKPL, other than sales to Datamatic as defined above: LKPL shall pay Axiometric the higher of:
   a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds
  * For sales of AMR Product Suites by Axiometric, other than sales to Datamatic as defined above, and other than AMR product suites for use in electric/energy metering: Axiometric shall pay LKPL the higher of:
   a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds
  * LKPL shall pay Axiometric Net Proceeds less the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the Net Proceeds.
  * LKPL shall pay
  * Axiometric the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the Net Proceeds of all Water Meter AMR Product Suite sales.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: Yes. 
  * New software and hardware designs and intellectual property developed in the course of the Water Meter development are jointly owned; specifically, the algorithms used to collect data directly from a Water Meter using a point-to-point link (drive-by data collection), the specific hardware designs related to water register interface, battery power management, and other intellectual property specifically
  * Joint ownership conveys to each party individually the right to use, sell, modify, and create derived works from said intellectual property, as well as the right to sub-license these rights to others.
  * described and mutually agreed in writing as amendments to this Agreement.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. 
  * If the Payor audit  confirms the report of the Payee's auditor,  then the Payor will pay the deficiency  within fifteen (15) days from the time Payee  invoices for the deficiency.
  * If the Payor audit confirms the  report of the Payee's auditor, then the  Payor will pay the deficiency and the cost  of the Payee's audit within fifteen (15)  days from the time Payee invoices for those  fees and provides standard proof of the time  and expenses incurred.
  * Each party shall have the right to conduct  an audit after the end of each calendar year  to verify the accuracy of the other party's  quarterly reports for that year, provided  the audit must be initiated no later than  June 30th of each year, and that if no such  audit is conducted, then the quarterly  reports for that year will be deemed  accurate.
  * In the event a Payee's audit shows that the  Gross Proceeds or Production Costs of the  Payor resulted in an under-payment of more  than three percent (3.0%) to the Payee, then  the Payor shall have the right, at the  Payor's cost, to have its own auditor verify  the audit.
  * Both parties are entitled to reports of sales and to conduct periodic audits to ensure accuracy of Payments as follows:
   a. Each party will provide to the other a  quarterly report (in hard copy and  electronic copy (if applicable)) showing the  AMR Product Suite sales including the Gross  Proceeds and the Production Costs.
  * In the event a Payee's audit shows that the  Gross Proceeds or Production Costs of the  Payor resulted in an under-payment to the  Payee, then the Payor shall have the right,  at the Payor's cost, to have its own auditor  verify the Payee's audit.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. No action, case, suit or proceeding, regardless of form, arising out of or related to this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of the last payment.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: It does not appear so.