Company  Policy       MOU

( A  simple DRAFT)  

This MOU will be binding between the Kyklotron ltd and 'Part A' if and when:

1. Kyklotron ltd will be invited  in ...................(COUNTRY , STATE)  to present the product marketed under the nameDRAMS Early Warning System’ (www.kyklotron.com), referred to as long as ‘the product'.

 2. Tests that will be conducted, will satisfy the prospective buyers or the 'product'.

In case of signing a contract to prospective customer, Kyklotron ltd intends to give thenew company’ that will be established and operate at his own expense the 'Part A', the license to disposalthe product’ for 2 years, with extension to 5 years if both parties are satisfied with their cooperation, which may otherwise be canceled after the first 2 years, if one of the two contracting parties denounces it.

The Territory for this exclusive representation will be ......................................

 COOPERATION FRAMEWORK  ‘A’

1. Kyklotron ltd in this phase, will sign this MOU that in our opinion describes the transition and actions that will be needed for a representative, full functional model ofDRAMS early warning system’ to present and be tested on in ...................(COUNTRY , STATE) , offering the necessary guarantees for the continuation of our cooperation.

2. The cost needed for this purpose for a duration of  .. to … days will be paid to KYKLOTRON LTD your entirely  from ‘Part A‘.

 3. Our goal is to produce positive results from presenting, demonstration and testing the DRAMS early warning system, showing in practice that DRAMS  system detects, localize and digitally record in a GIS environment the existing drugs and explosives in the field. After this we will implement the strategy and tactics how to coverage areas for protection (simulation study, tests from  coverage points, increase - decrease of the sensors sensitivity, etc.) We hereby believe that using the above methodology we will convince the  customers for the DRAMS system and its applications reliability and in this way to move in close collaboration by signing a contract with your company, having an order.

 4. Before the above actions take place, ‘Part A’ will received and will notify to Kyklotron ltd  all necessary documents and assurances for the required equipment (DRAMS system) and Kyklotron ltd personnel as to entry and exit from ...................(COUNTRY , STATE), will arrange the point of contact and will regulate all procedural, legal and economic issues.

INVIOLABLE  CONDITIONS

    1. All testing procedures will be take place by simulating the DRAMS system in ‘free areas’ from explosives and ammunitions – no inside shooting fields or testing for bombs fields - under Kyklotron ltd advisors, according to the standards developed by Kyklotron ltd and that will submit to  the client or authorities, in hard copy.   

2. ‘Part A’ will obtain the assistance of the authorities ( as is  needed for the tests explosives) to Kyklotron ltd technicians and the continuous presence of the authorized personnel at fields, places, buildings that the tests, regulations and simulations processes will take place, for as long as those actions will last.

    COOPERATION FRAMEWORK  ‘B

 

PROPOSALS

 

1. COMMERCIAL EXPLOITATION

(Other terms for agreement in case of an economic contract)

      (a) Commercial exploitation of the product DRAMS Early Warning System between Kyklotron ltd company and ‘Part A’ will be carried out by sign of an economic contract.

    

      (b) Kyklotron ltd will manufacture the product entirely at register head office (Cyprus) and will sell it to the new company that ‘Part A’ will established in ...................(country, state)  in wholesale price. (Our systems are fully modeled and costed).

 

      (c) Kyklotron ltd will export its products to the company that the ‘Part A’ will established in ...................(country , state)  in accordance with the laws of international trade, after a  contract is been signed and an order for a Kyklotron’s ltd product has been made.

 

       (d) None commercial agreement could be executed without the advance payment of 50% of the total amount that must received by Kyklotron ltd as a contract order. The payment of the remaining 50% will be done upon delivery of the product.

 

       (e) DRAMS Early Warning System is not sold separately, as a single device (KYKLOTRON E3 sensor) but integrated as described in our ‘MODELING CATALOG’ published at :www.kyklotron.com

                                   

2.  LAB  INSTALLATION

     For the actual operation of the DRAMS Early Warning System, Kyklotron ltd offers  the establish of a Lab that will be installed by the ‘Part A’ at ...................(country , state)  in purpose to partial assembly, composition of sub-systems, maintenance and repair of DRAMS Early Warning System.  This action will require a qualified personnel hiring and training in ...................(COUNTRY , STATE) . The new company that ‘Part A’ will establish in ...................(country , state)  undertake the cost and the operation of the above procedures and actions.

                                 

3.  NEW COMPANY IN ...................(COUNTRY , STATE)  TECHNICAL STAFF TRAINING

        (a) All training levels for the technical staff of the new company that ‘Part A’ will establish in ...................(country , state) , will be done entirely and exclusively by the qualified personnel of Kyklotron ltd, and will be carried out by sign of an economic contract between our companies.

      

        (b) The new company that ‘Part A’ will establish in ...................(country , state) , will undertake the cost for the above training, wherever it takes place.

 

4.  CONTROLLERS  and SUPER-USERS TRAINING


        (a) All training levels (user - controller super user – hyper user) for the technical staff of the
new company that ‘Part A’ will establish in ...................(country , state) , will be done entirely and exclusively by the qualified technical personnel of Kyklotron ltd, and will be carried out by sign of an economic contract between our companies.

 

          (b) The training cost (estimated to 20 days) will be undertake by the customer of the product. The price of each contract will be discussed in time, depending of the order and the country. Kyklotron ltd will purchase the 50% of each training and support contract that will be signed between the customer and the new company that ‘Part A’ will establish in ...................(country , state) .

 

5.  TERMS OF CONTRACT SIGNING.

    (a) The minimum order for the DRAMS early warning system (DRAMS 10-) will require 21 Kyklotron E3 sensors (full systems and other support equipment ) for  a  medium area  protection.

 

    (b) For protection of a larger area order must require at least 28 (DRAMS 10 +) full E3 Kyklotron sensors (full systems and other support equipment ). 

 

    (c ) To protect larger areas DRAMS 20 model must be ordered.  This model requires 48 E3 Kyklotron sensors. All DRAMS systems will be priced in the above away of proportion, depending on the specific DRAMS modeling, of the protection plan study for the area.

 

     (d)  A specific DRAMS early warning system installation and simulation study must be done for each customer. This cost study, that requires a special contract for this process, will show the necessary means (KYKLOTRON E3 sensors, control servers, other support systems) but also the topology of the needed sensors to sufficient protect the area. We consider that this study is an inviolable condition for an order of the product.  

 

(e)     The new company that ‘Part A’ will establish in ...................(country , state)  will undertake  :

·        The procurement and adaptation of  the VAN special vehicles that are going to used as mobile DRAMS control stations and mobile users also, under Kyklotron ltd suggestions and technical orders.

·        The procurement of specific sub-systems for the DRAMS system, as are servers, computers, communication stations, monitors, and others.

·        The procurement of specific sub-systems for the KYKLOTRON E3 sensors, as are the battery packs, the power supplies, the chargers, the relays and others.

·        The jurisdiction of the assembly and distribution of the above  sub-systems.

·        The installation of the DRAMS controller and the KYKLOTRON E3 software.

·        The support and maintenance of the DRAMS system and KYKLOTRON E3 sensors, except the ‘Black Box’, the KYKLOTRON E3 engine.

·        The cost of the materials that will be described and agreed to be in the jurisdiction of purchase and disposal of the new company that ‘Part A’ will establish in ...................(country , state) .  The profit from the sale of those materials will 100% accrue to the new company that ‘Part A’ will establish in ...................(country , state) , without any requirement of Kyklotron ltd.

·        The service and the damages that will characterized as ‘simple  lesions’.   The training of the new company that ‘Part A’ will establish in ...................(country , state)  technicians for those repairs will provided from Kyklotron ltd experts. We consider that the gain of those ‘maintenance contracts’ will belong to the new company that ‘Part A’ will establish in ...................(country , state) , except  those cases in which Kyklotron ltd will engage for maintenance. In those cases the new company that ‘Part A’ will establish in ...................(country , state) , will be required to pay the price to Kyklotron ltd. Consider as an additional assistance from Kyklotron ltd to the new company that ‘Part A’ will establish in ...................(country , state) , this cost will be agreed and a special contract will signed between us that moment that will occur this ‘extra’ maintenance fact.

    

6. GUARANTEES

  (a) Kyklotron ltd will take over the guarantees for major damages repairs caused to the system only due tomaterial failure’ and not mishandling damages. Those repairs must be done at Kyklotron ltd headquarters or as otherwise agreed.

 

   (b) One of the materials that will be replaced and will be in warranty by Kyklotron ltd is the ‘Black Box’, which will be repaired in Cyprus due to the existence of special required equipment (special material spectrographs and control devices) and could do be move.

   (c) The new company that ‘Part A’ will establish in ...................(country , state)  will undertake to execute the guarantee for the remaining materials that will be supplied and sales, as are the sub-systems that support the DRAMS Early Warning System

 

7.  'PART A’   RESPONSIBILITIES :

     (a) Kyklotron ltd will provide additional services to the new company that ‘Part A’ will establish in ...................(country , state)  for the laboratory setup, staffing and  employees training. For this reason a special contract will be sign between the two companies. The new company that ‘Part A’ will establish in ...................(country , state)  will take over, as long as required, all costs relating to travel, accommodation, staff wages, the reception and support of the Kyklotron ltd support technicians.

 

      (b) For to undertake all above mentioned processes and the promotion of DRAMS system be successful, the new company that ‘Part A’ will establish in ...................(country , state)  has to arrange for proper installation or rental of facilities.

 

      (c) The resale price of the ‘product’ and the amount of principal and accompanying contracts with the end customer will be determined by the new company that ‘Part A’ will establish in ...................(country , state) .

 

     (d) DRAMS system installation, initialization and operation will be a responsibility of the new company that ‘Part A’ will establish in ...................(country , state)  and will be conducted according the DRAMS installation study made by Kyklotron ltd experts. The proper function certification of the installed DRAMS system will be a Kyklotron ltd experts work. The new company that ‘Part A’ will establish in ...................(country , state)  will undertake all costs for this operation, by sign a contract .

 

8.  SPECIAL CONDITIONS

   (a) All the above services will be provided under the presuppose  that the visits will not be at a war zone, there is no danger to human life and health and will be absolutely legal.

 

   (b) The final test will be done installing a module of a DRAMS system, in areas devoid of explosives or ammunitions, under Kyklotron ltd advice, according to standards that Kyklotron’s ltd Research Institute (C.G.R.I.) canonize and will be submitted to any client in a hard copy.

 

    (c ) ‘Part A’ will ensure the assistance of the local authorities for the needed explosives for the tests and continuous presence of officers at the test or simulation places for regulating DRAMS system for as long as the work will last.

  

IN WITNESS WHEREOF, the parties cause this agreement to be signed by their duly authorised representatives identified below.

 

......... (name of the company)

KYKLOTRON LIMITED

 

Name: …….

 Name: …………. 

Name: ……………

 

Title: Managing Director

 

Title: Directors

Date:

Date:

           

*  ‘NEW COMPANY’ is used here as a a term.  An already existing company is also accepted.