JOINT DEVELOPMENT AGREEMENT
Invisa, Inc., a Nevada Corporation and its wholly owned subsidiary
SmartGate, L.C., a Florida Limited Liability Company ("SmartGate") and
Dominator International LTD ("Dominator"), for good and valuable consideration,
enter into this Agreement as of this 21st day of July, 2003.
1. INTRODUCTION. SmartGate and Dominator have entered into a joint
Confidentiality Agreement protecting the confidentiality of their respective
trade secrets and proprietary information. By virtue of this Agreement, both
SmartGate and Dominator express interest in cooperating and sharing ideas with
each other regarding the potential for Dominator, as a customer of SmartGate,
to benefit from SmartGate's proprietary non-contact safety technology.
2. PURPOSE. The purpose of this Agreement is to enable SmartGate and
Dominator to have the benefit of an exchange of ideas regarding the potential
utilization of SmartGate's non-contact safety technology by Dominator without
jeopardizing or adversely affecting their respective rights and interests.
Accordingly, this Agreement sets forth the terms and conditions pursuant to
which SmartGate and Dominator can, in the exercise of their respective
discretion, explore, identify and facilitate the ability of Dominator to
utilize and/or integrate the SmartGate non-contact safety technology in its
powered closure device products. In entering into this Agreement, neither party
assumes nor accepts any obligation, whether contractual or otherwise, to
perform any task, or engage in any activity, or assume any financial
obligation. Further, by entering into this Agreement, neither SmartGate nor
Dominator appoints nor authorizes the other party to serve as an agent or
otherwise represent it in any capacity. The parties acknowledge that Dominator
has, by virtue of this Agreement, no right or entitlement to use, purchase or
benefit from SmartGate's technology and any such right shall be governed by a
separate written agreement between the parties.
3. TERM. This Agreement may be terminated by either party upon thirty (30)
days' written notice; however, notwithstanding termination, this Agreement
shall continue to govern the relationship, rights and obligations of the
parties with regard to the actions and disclosures of the parties hereunder,