Item 1.01. Entry into a Material Definitive Agreement.
Each separate subsystem will comprise a separate schedule to the Master Agreement and will include technical specifications, proprietary pricing for that subsystem, hardware requirements and other specifications necessary for the operation of that subsystem.
The licensing attendant to each subsystem is generally worldwide, non-exclusive, non-transferable and perpetual, however, it may vary slightly depending on the relative needs of the customer and our interest in protecting intellectual property while allowing scalability and efficient use by customers in their manufacturing business.
The basic fee generation structure of the Agreement allows for (1) an upfront and annual licensing fee to acquire the subsystem measured by the number of PEMS-SF enable stations or subsystems installed, (2) separate fees of up to 10% of the software fees for software updates, maintenance and technical support , on-going service fee based on units of products manufactured utilizing PEMS-SF; and 4) a royalty fee for some products with firmware containing software intellectual property owned by
The Master Agreement has a year-to-year term but can be terminated by either party upon sixty (60) days' advance written notice. Upon termination or expiration of this agreement, we are not required to provide any continuing or ongoing processing of data or other services that, pursuant to a sub-agreement, are discontinued upon termination, however, the customer shall retain any perpetual rights granted in a sub-agreement or schedule. The term of any sub-agreements is concomitant and co-terminus with the Master Agreement term.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. Exhibit Number 99.1 Process and Event Management Master Agreement dated
July 10, 2014between Arkados, Inc.and Tatung Co. 3