Onda Corporation - Services

Details on Contracts.

The Onda business model is formed around two types of contracts:

A Development Contract is suggested when the client wants the flexibility to change course during the term of the contract, depending on the outcome of certain milestones along the way. Onda will provide a rough estimate of the cost and timeline for the desired project. When Onda's design provides increased value to the client's product offerings, we then request to participate in the value growth, usually in the form of stock awards or royalties.

A Fixed Price Contract is suggested when the required end result of the contract is well defined. More care and information is required to arrive at a specified project price at the beginning of the contract, and a short term purchase order may be required to cover this effort.

In addition to the contract type, Onda may seek additional agreements to protect any existing or new Onda intellectual property, which Onda may make available to the client, during the term of our contract. What has worked for us in the past, is to define the areas of exclusivity in terms of the specific application of the device. In medical instruments for example, the defining parameter would be the specific disease or condition that is treated or in some way addressed by the device. (For example: wart removal, fetal Doppler, etc.). This allows us to pursue other applications using the same technology, or similar devices, using different technology, used in the same or similar market segment. The agreement protects the client's rights in their chosen specific application, while allowing Onda to make use of any inventions or knowledge gained outside this defined exclusive field.

Key elements in our contracts for technology development

Confidentiality. Absolutely a non-issue. Everything that is confidential to the client is confidential to us, and will not be divulged in any way. Our business depends on this.

Compensation rates. The rates at which we charge are intended to stay competitive with similar services. The charges are mainly either labor or expenditures (cash outlays) needed to meet the needs of the contract. The labor charges compensate us for the direct cost of the employees assigned to the project, plus overhead and a reasonable profit margin. The client receives in exchange the results of the labor, not including intellectual property that may be generated as a consequence of the labor (see below, Intellectual Property).

Minimum compensation. Contracts that require exclusivity (see below, Exclusivity) must represent a guaranteed minimum income for Onda.

Discounts are negotiable based on guaranteed income over an extended period.

Intellectual Property. We believe that the rights to all intellectual property generated using Onda’s expertise while under contract, and specifically patentable material, should not automatically transfer to the client. This is because we have accumulated over many years considerable know-how, tools and knowledge of the technology that we bring to assist our clients. In order to be able to continue offering these services we need to let our clients use the technology in their field of application while we retain the rights to the general use. So, if client files a patent application, the patents is assigned to the client, while Onda is granted full, assignable rights to any use outside the client’s field. On the other hand, if the client does not file patent within 180 days of disclosure, Onda may file (at its own expense), in which case assignment and full ownership are Onda’s.

The cost of assigning an application to the client is negotiable, and it can be agreed to at the beginning of the contract (strongly preferred) or as the issue comes up. We have negotiated patent rights in the following acceptable forms:

stock warrants per patent

cash per patent

royalties on product sales

The negotiated value is highly subjective, and must take into account aspects like the overall volume of the contract, the subjective value of the patent, the field of application, and the perceived chances of success of the product. It is important, therefore, that the client identify its Field of Application clearly: the wider the field, the more costly this right will be. It also helps to have information about the client’s chances for success.

Access to Onda’s intellectual property. Client has the right of first refusal on other Onda technology that may directly apply to client’s field of application.

Exclusivity. Often the client wants to be assured that Onda will work in the specific field of application exclusively for the client. Our standard period of exclusivity extends 3 months beyond termination of the agreement, or the length of the agreement, whichever is less.

Accelerated development. When deadlines are critical, we can ensure that the goal is met by bonus payments for meeting critical milestones, which can be in the form of cash, stock, stock warrants, or a combination of the above.