| Name: | Nelson Hochberg |
| Web Site: | |
Our medical practice currently meets an in house need with a non-electronic solution. This need is one that all medical offices and hospitals have and all handle with non-microcontroller solutions. I contacted two companies for a quote for an electronic non-microcontroller solution to the problem and was quoted in the neighborhood of $15,000 for our small practice. This pricing is something only large, very profitable practices or hospitals could afford (the larger the organization the more the solution would cost).
I decided to develop a system myself using several microcontrollers networked together. The total parts/assembly cost would be $150-200 for our office with far more functionality and easier installation than the non-microcontroller solutions. However, I have discovered I already have too many things on my plate especially since I have not designed projects with microcontrollers before. So I am looking for an experienced micro controller system designer to do a joint venture with.
I figure a system this size would sell for about $1,500 to $2,500 with options at more cost. At this price with decent marketing, we should be able to sell about $75,000 to $200,000 worth of product the first year with increasing revenues the following years. With my connections and resources in the industry, should result in fairly rapid initial orders – three to six months. As I am providing prototype and initial manufacturing materials, marketing and idea protection, your only risk will be your time.
A preliminary patent search shows that my design should be patentable with fairly broad claims. I am currently pursuing that avenue.
If this sounds interesting to you, read over the following Joint Venture Agreement. Change the two spots “TECHNICAL DEVELOPER” to your name the twelve spots “TECHDEV” to your initials. Make any changes to the agreement you need to for my review, sign and return it to me. Also send me your resume including projects you have done (especially projects with networked microcontrollers) and references. Emailing the agreement, resume and references will get the ball rolling while you fax or snail mail me the signed agreement. Since I am proposing a joint venture with equal share of authority and benefits, I will carefully check your references. I will happily provide you with my references and resume if you desire them. After checking your references, I will sign and return a copy of the agreement, with full disclosure of the idea. Note that the agreement does not bind you to anything but nondisclosure and non-competition until one week after you have seen the details.
Thanks for your time in looking this over.
Nelson
Nelson Hochberg
FSF, Inc.
825 E Ponderosa Pkwy
Flagstaff, AZ 86001
Voice: 928-779-5648
Fax: 661-455-3777
nelson@nosuffering.com
Joint Venture Agreement
Flagstaff Safe Fliers, Inc. (FSF) and TECHNICAL DEVELOPER (TECHDEV) agree to a joint venture to develop, market, sell and support a micro controller based medical device. TECHDEV will supply the technical design, development, prototype construction labor (including assembly), technical support and manufacturing management. FSF will supply the system specifications, prototype and initial manufacturing materials (including PCB), prototype installation, prototype testing, marketing, sales, and patent protection. Actual expenses (not including labor provided by either party) for any of the above will be reimbursed from sale of the system(s) to others.
All parties agree that time is of an essence in this project. All dates are referenced from the date of signature by FSF. FSF will supply system details to TECHDEV on the date of this signed agreement. TECHDEV will notify FSF in writing its desire to continue or discontinue the joint venture in one week. A working bread boarded prototype will be ready in one month. Hardware schematics and software source code will be delivered to FSF in one month. A working single unit and pcb design will be delivered to FSF in two months. A working prototype system will be installed in three months. Prototype testing completed, manufacturing, technical support, marketing and sales will be in place to put the system on the market in six months.
TECHDEV agrees to not disclose the information about the system to anyone else without express written permission from FSF. TECHDEV further agrees to not develop, market or sell a similar system on its own. The idea of the system, patents, trade secrets and rights to manufacture, market and sell the system remain the property of FSF. FSF agrees to not develop, market or sell a similar system on its own once a working single unit, hardware schematics, pcb design and software source code is delivered to FSF. The developed software, hardware design and technical knowledge of the system developed by TECHDEV remains the property of TECHDEV. The installed prototype system becomes the property of FSF. Profits after reasonable manufacturing, marketing, sales and delivery costs shall be shared equally between TECHDEV and FSF. Outsourcing of labor or services shall be agreed upon jointly by FSF and TECHDEV.
This agreement is binding upon the employees, principals and successors of FSF, and TECHDEV. Disagreements shall be resolved by binding arbitration with an arbitrator residing in Arizona chosen by agreement of all involved parties. The laws of the federal government and the state of Arizona shall bind the arbitrator. If the arbitration results in the continuation of the joint venture, both parties shall share the arbitration costs. If the arbitration results in the dissolution of the joint venture, the prevailing party shall be entitled to reasonable arbitration costs. Further, upon dissolution, the arbitrator will determine the terms of transfer of the above-mentioned tangible and intangible property of one party to the other party.
Signatures:
_________________________________________________________________________________________________________________________
For Flagstaff Safe Fliers, Inc. Title Date
_________________________________________________________________________________________________________________________
For TECHNICAL DEVELOPER Title Date