\n| <\/td>\n | \n i)<\/p>\n<\/td>\n | \n any event occurs or proceeding is taken in respect of that party in any
\njurisdiction to which it is subject that has an effect equivalent or similar to
\nany of the events mentioned in paragraphs a) to h) above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Intellectual Property Rights <\/strong>means all patents, rights to
\ninventions, utility models, copyright and related rights, trademarks, service
\nmarks, trade, business and domain names, rights in trade dress or get up, rights
\nand goodwill or to sue for passing off, unfair competition rights, rights in
\ndesigns, rights in computer software, database right, topography rights, rights
\nin Confidential Information (including knowhow and trade secrets) and any other
\nintellectual property rights, in each case whether registered or unregistered
\nand including all applications for and renewals or extensions of such rights,
\nand all similar or equivalent rights or forms of detection in any part of the
\nworld and Intellectual Property Right means any one of the Intellectual Property
\nRights;<\/p>\n<\/p>\nPELS<\/strong> Contract<\/strong> means the contract made
\nbetween (1) the Client and (2) the UK Ministry of Defence dated 28 July 2008 (as
\nlater amended by an amendment agreement dated 18 May 2010) for the supply and
\nmanufacture of the Personal Emergency Location System;<\/p>\n<\/p>\nRetainer <\/strong>means the sum of 300,000 in respect of the
\nServices to be provided under this Agreement and which shall be paid by the
\nClient into the Retainer Escrow Account on the date of this Agreement and which
\nshall be then paid to the Consultant in accordance with the provisions of
\nSchedule 2;<\/p>\n<\/p>\nRetainer Escrow Account<\/strong> means the client sterling deposit
\naccount operated by the Consultant’s Solicitors held with National Westminster
\nBank plc, sort code 56-00-64, account number 00103659, address 130 Commercial
\nRoad Portsmouth PO1 1ES;<\/p>\n<\/p>\nServices<\/strong> means the services to be provided by the Consultant
\nin a consultancy capacity to the Client to facilitate the management and
\nsatisfaction of the PELS Contract as more particularly described in Schedule 1
\nand to be provided in accordance with clause 3;<\/p>\n<\/p>\nSubstitute<\/strong> means a substitute for an Individual appointed
\nunder the terms of clause 5.1;<\/p>\n<\/p>\nSuccess Fee<\/strong> means such sum, capped at 500,000, representing
\n50% of all cash arising from the payments made to the Client by the UK Ministry
\nof Defence under the PELS Contract after deduction by the Client of certain
\nliabilities including but not limited to the items listed below and\/or detailed
\nin column one (labelled “PELS”) in Schedule 3 calculated in respect of incomes
\nor costs incurred in cash by the Client after the Commencement Date:<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n a)<\/p>\n<\/td>\n | \n the employee bonus payable by the Client and as set out in clause 11 of the
\nTSA;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n b)<\/p>\n<\/td>\n | \n the cost of providing 10 year product warranty under the PELS Contract, to be
\nquantified and calculated in accordance with Schedule 5; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n| <\/td>\n | \n c)<\/p>\n<\/td>\n | \n the cost of continued integrated logistic support under certain contracts
\nthat relate to the PELS Contract between (1) the Client and (2) the UK Ministry
\nof Defence to be quantified and calculated in accordance with Schedule 5;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Termination Date<\/strong> means the date of termination of this
\nAgreement howsoever arising;<\/p>\n<\/p>\nTSA <\/strong>means the transitional services agreement of even date
\nmade between (1) the Client (2) McMurdo Limited and (3) Digital Angel
\nCorporation relating to the provision of certain services relating to the
\nbusiness sold by the Client to McMurdo Limited pursuant to the terms of the BSA;\n<\/p>\n<\/p>\nVAT<\/strong> means value added tax charged pursuant to the Value
\nAdded Tax Act 1994 and any similar replacement or additional tax; and<\/p>\n<\/p>\nWork Results<\/strong> means any item of work carried out and
\ndelivered pursuant to this Agreement as part of or arising out of the Services
\nsuch as any hardware, software, data schemes or other technology or any design
\nor recommendation for the foregoing and any prepared materials such as graphic
\ndesigns, photographs, video sequences, musical compositions, text, page layouts,
\nreports, spreadsheets and similar documents and any updates, additions or
\nmodifications to the same.<\/p>\n<\/p>\n\n\n\n| \n 1.2<\/p>\n<\/td>\n | \n In this Agreement (except where the context otherwise requires):<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 1.2.1<\/p>\n<\/td>\n | \n any reference to a clause, sub-clause or Schedule is to a clause or,
\nsub-clause of or schedule to this Agreement. References to paragraphs are to
\nparagraphs of the Schedules;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n 1.2.2<\/p>\n<\/td>\n | \n headings are included for convenience only and do not affect the
\ninterpretation of this Agreement;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 1.2.3<\/p>\n<\/td>\n | \n use of the singular includes the plural and vice versa;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 1.2.4<\/p>\n<\/td>\n | \n use of any gender includes the other genders; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 1.2.5<\/p>\n<\/td>\n | \n any phrase introduced by the terms “including”, “include”, “in particular” or
\nany similar expression is illustrative only and does not limit the sense of the
\nwords preceding those terms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 1.3<\/p>\n<\/td>\n | \n A reference to a particular law is a reference to it as it is in force for
\nthe time being taking account of any amendment, extension, or re-enactment and
\nincludes any subordinate legislation for the time being in force made under it.\n<\/p>\n<\/td>\n<\/tr>\n | \n| \n 2<\/strong><\/p>\n<\/td>\n| \n Term of Engagement<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| \n 2.1<\/p>\n<\/td>\n | \n The Client shall engage the Consultant and the Consultant shall make
\navailable to the Client the Individuals to provide the Services on the terms of
\nthis Agreement.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 2.2<\/p>\n<\/td>\n | \n The Engagement shall commence on the Commencement Date and subject to earlier
\ntermination in accordance with the provisions of clause 14 of this Agreement
\nshall continue in force for the Initial Period following which it shall continue
\nuntil terminated by either party giving to the other not less than 2 months’
\nprior written notice, such notice not to expire before the end of the Initial
\nPeriod.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n| \n 3<\/strong><\/p>\n<\/td>\n| \n Duties<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n 3.1<\/p>\n<\/td>\n | \n During the Engagement the Consultant shall, and (where appropriate) shall
\nprocure that the Individuals shall:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 3.1.1<\/p>\n<\/td>\n | \n provide the Services with all reasonable care, skill, ability and expertise
\nand use its or his best endeavours to promote the interests of the Client;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 3.1.2<\/p>\n<\/td>\n | \n provide the Services to the reasonable satisfaction of and in compliance with
\nthe reasonable requirements of the Client;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 3.1.3<\/p>\n<\/td>\n | \n promptly give to the Client all such information and reports as it may
\nreasonably require in connection with matters relating to the provision of the
\nServices or the business of the Client;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 3.1.4<\/p>\n<\/td>\n | \n where necessary provide at the Consultant’s own cost all such equipment and
\ntraining as is reasonable for the performance of the Services;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 3.1.5<\/p>\n<\/td>\n | \n provide the Services at the Client’s registered office or at any other
\nlocation as reasonably requested by the Client from time to time; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 3.1.6<\/p>\n<\/td>\n | \n where necessary attend meetings with the Client where the Consultant’s or
\nIndividuals’ expertise is required. For the avoidance of doubt, the Consultant
\nand\/or the Individuals shall be entitled to attend and assist in the CDR and
\nFCDR meetings convened by the Client with the UK Ministry of Defence from time
\nto time as required for the purposes of the PELS Contract.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 3.2<\/p>\n<\/td>\n | \n The Consultant shall use its best endeavours to ensure that the Individuals
\nare available at all reasonable times to provide such assistance or information
\nas the Client may require.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 3.3<\/p>\n<\/td>\n | \n Unless it or he has been specifically authorised to do so by the Client in
\nwriting:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 3.3.1<\/p>\n<\/td>\n | \n neither the Consultant nor the Individuals shall have any authority to incur
\nany expenditure in the name of or for the account of the Client; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 3.3.2<\/p>\n<\/td>\n | \n the Consultant shall not hold itself (and shall procure that each of the
\nIndividuals shall not hold himself) out as having authority to bind the Client.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 3.4<\/p>\n<\/td>\n | \n The Consultant shall, and shall procure that the Individuals shall, comply
\nwith all reasonable standards of safety and comply with the Client’s health and
\nsafety, site and security procedures and the Client’s IT security policies and
\nprotocols when accessing or using the Client’s IT systems (which the Consultant
\nor Individuals may only do with the consent of the Client) at the premises where
\nthe Services are provided and report to the Client any unsafe working conditions
\nor practices.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 3.5<\/p>\n<\/td>\n | \n The Consultant acknowledges that as part of the Services, the Individuals
\nwill be working with the Client’s employees and accordingly, the Consultant
\nshall, (and shall procure that the Individuals shall) comply with all UK
\nemployment legislation (to the extent that the same is applicable to the supply
\nof the Services) and the Consultant shall immediately refer any issues arising
\nin relation to the Client’s employees as soon as the same comes to its or the
\nIndividuals’ attention.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n| \n 3.6<\/p>\n<\/td>\n | \n The Consultant undertakes to the Client that during the Engagement it shall,
\nand shall procure that the Individuals shall, take all reasonable steps to offer
\n(or cause to be offered) to the Client any Business Opportunities as soon as
\nreasonably practicable after the same shall have come to its or his knowledge
\nand in any event before the same shall have been offered by the Consultant or
\nthe Individuals (or caused by the Consultant or the Individuals to be offered
\nto) any other party including, for the avoidance of doubt, any member of the
\nConsultant’s Group.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 3.7<\/p>\n<\/td>\n | \n The Consultant may use another person, firm, company or organisation to
\nperform any administrative, clerical or secretarial functions which are
\nreasonably incidental to the provision of the Services provided that the Client
\nwill not be liable to bear the cost of such functions and that the Client’s
\nprior written approval to any such arrangements is obtained by the Consultant.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 4<\/strong><\/p>\n<\/td>\n| \n Reporting<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n 4.1<\/p>\n<\/td>\n | \n The Client and the Consultant shall convene quarterly meetings to discuss the
\nServices and the Client shall permit the Individuals and\/or other
\nrepresentatives of the Consultant’s Group (as the Consultant may reasonably
\ndirect from time to time), to attend such meetings.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 4.2<\/p>\n<\/td>\n | \n The agenda for the quarterly meetings shall contain the key issues set out in
\nSchedule 4 and the Client shall prepare and table at the quarterly meeting the
\ninformation set out in Schedule 4 for review provided always that the Client is
\nnot obliged to produce, for such meetings, data which is not part of its
\naccounting and IT systems. The Consultant shall prepare (or cause to be
\nprepared) such information as may be required by the Client in respect of the
\nServices for the purposes of the quarterly meetings or to enable the Client to
\nprepare the information set out in Schedule 4.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 4.3<\/p>\n<\/td>\n | \n The parties will use all reasonable endeavours to consult and agree any
\nchanges to this Agreement and\/or the Services provided and any agreed changes
\nwill only take effect once signed by or on behalf of each of the parties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 5<\/strong><\/p>\n<\/td>\n| \n Substitution of an Individual<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n 5.1<\/p>\n<\/td>\n | \n If any Individual is unable to provide the Services due to illness or injury
\nthe Consultant shall advise the Client of that fact as soon as reasonably
\npracticable and shall provide such evidence of the Individuals’ illness or
\ninjury as the Client may reasonably require.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 5.2<\/p>\n<\/td>\n | \n The Consultant may with the prior written approval of the Client appoint a
\nsuitably qualified and skilled Substitute to perform the Services instead of the
\nIndividuals, provided that the Substitute shall be required to enter into direct
\nundertakings with the Client, including with regard to confidentiality.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 5.3<\/p>\n<\/td>\n | \n For the avoidance of doubt, no additional fees shall be payable by the Client
\nin respect of the appointment of a Substitute by the Consultant under clause
\n5.2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n| \n 6<\/strong><\/p>\n<\/td>\n| \n Fees and Success Fee<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n 6.1<\/p>\n<\/td>\n | \n In consideration of the provision of the Services, the Client shall pay to
\nthe Consultant the Success Fee as soon as reasonably practicable following
\ncompletion of the production phase of the PELS Contract and receipt of payment
\ndue under the PELS Contract from the UK Ministry of Defence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 6.2<\/p>\n<\/td>\n | \n During the Engagement, the Client shall pay the Retainer to the Consultant in
\naccordance with the provisions of Schedule 2.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 6.3<\/p>\n<\/td>\n | \n The Client hereby agrees that it shall:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 6.3.1<\/p>\n<\/td>\n | \n retain 50% of any revenue (the Revenue Reserve<\/strong>) in its bank
\naccount provided always that the Revenue Reserve shall not be required to exceed
\n 500,000; and<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | \n 6.3.2<\/p>\n<\/td>\n | \n not declare any dividend, make any distribution or take such similar action
\nwhich would have the effect of reducing the Revenue Reserve except as may be
\nrequired by law<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n until the payment of the Success Fee under this Agreement has been satisfied.\n<\/p>\n<\/p>\n \n\n\n| \n 6.4<\/p>\n<\/td>\n | \n For the purposes of clause 6.3 “revenue” shall mean the net revenue of the | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |