Exhibit 10.12


 


CERTAIN INFORMATION
CONTAINED IN THIS DOCUMENT, IDENTIFIED BY [***], HAS BEEN EXCLUDED FROM THIS DOCUMENT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K
BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT MARIS-TECH LTD.TREATS AS PRIVATE OR CONFIDENTIAL.


 


DEVELOPMENT AGREEMENT


 


This Development Agreement (“Agreement”)
is entered into and made effective on 28 March 2014 (“Effective Date”), by and between Henis Hardware Co., LTD,
a Chinese company, with offices at Rm 701, Shimao Building 5, No 68 Taihu Avenue 214021,Wuxi China (“Henis”), and Maris
Technologies Marketing Ltd., an Israeli company, with offices at 1 Hamada St., Rehovot 76703, Israel, (“Maris”).


 


Henis and Maris will be referred collectively
as “Parties” or individually as “Party”.


 


RECITALS


 


	WHEREAS	Henis is engaged in the development, manufacture, and marketing of Digital Door Viewing (“DDV”) solutions;
	 	 
	WHEREAS	Maris develops and manufactures a variety of hi *h-end, low-power, miniature and feature enriched Video System-on-Module (VS0M) solutions, used as computer modules in the embedded systems market;


 


	WHEREAS	the Parties desire to enter into an agreement with the aim to develop a new Wi-Fi DDV “WDDV”, a Wi-Fi enabled, video door unit allowing audio/video communication with visitors using smartphone an;/where;
	 	 
	WHEREAS	Both Parties will use their respective intellectual property throughout the agreement execution hereunder and each Party shall remain the sole owner of its respective intellectual property;
	 	 
	WHEREAS	the Parties desire to set forth the terms and conditions of their relationship in this Agreement.


 


NOW, THEREFORE in consideration of the
foregoing and the mutual promises and covenants, the Parties enter into the following Consortium Agreement and agree as follows:


 


		1.	Scope
Of Work (“SOW”).



 


		1.1	Maris
will develop the WDDV electronics and software in accordance with the specifications set out in Schedule A (“Product Definition”).



 


		1.2	Maris will provide the deliverables in accordance
with the list set out in Schedule B (“Deliverables”).



 






     


     


    

 


		1.3	The Parties will hold a design review meeting
within 3 weeks from Agreement in order to review the high-level design and finalize the specifications.



 


		1.4	The WDDV Prototypes will be provided within 6
month from Agreement for Henis inspection and acceptance.



 


		1.5	The Parties goal is to be with the WDDV in the market by the end of 2014.



 


		2.	Payments.



 


		2.1	In exchange for the SOW performance Maris, Henis
will pay Maris the fee set out in Schedule C (the “Development Payments”).



 


		2.2	Each Party will have full responsibility for
all tax obligations relating to such payments in their respective country.



 


		3.	Manufacture.



 


		3.1	Henis will manufacture and be responsible for
selling the WDDV.



 


		3.2	Maris will supply Henis an enabling chip for
the WDDV manufacturing at the chip cost plus royalty per unit in accordance with the terms set in Schedule D (,1Production
Royalties”).



 


		4.	Term and Termination.



 


		4.1	This Agreement commences and becomes effective
on the Effective Date. Henis may terminate this Agreement at any time by notifying Maris in writing 60 days in advance.



 


		4.2	On termination of this Agreement, Henis’s
payment obligations will continue only with respect to SOW tasks, which have been completed till the terminaticn date.



 


		5.	Ownership of IP.



 


		5.1	Mutual Retention of Background IPR. Each
Party shall retain all right, title and interest in and to such Party’s Background IPR, Background Technology and Trademarks.



 


		5.2	Deliverables.



 


		5.2.1	Provided
Henis pays Maris as required under this Agreement, Deliverables will belong exclusively to Henis.



 


		5.2.2	In the event that, after successful execution
of this Agreement, Henis decides not to produce the WDDV, Maris will have the right to manufacture and sell the WDDV, provided that the
payback mechanism, defined in Schedule C, continues.



 


		6.	Confidential Information. The parties
will sign a separate Mutual Non-Disclosure Agreement (“NDA”). Any disclosures of confidential or proprietary information
(as defined in the NDA) shall be subject to the NDA.



 






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		7.	Relationship of Parties. Maris is an independent
contractor and shall not be considered an agent or employee of Henis.



 


		8.	Limitation of Liability. Neither party
shall be liable for any indirect or consequential damages of any kind nor any lost profits or revenue, arising out of or under this Agreement.
The total aggregate liability of either party for any damages or losses arising out of this Agreement will, in no event, exceed the total
amount paid or payable by Henis to Maris for he SOW performance under this Agreement.



 


		9.	Assignment. Each Party shall not assign
or transfer this Agreement any third party without the prior written consent of the other Party, which shall not be unreasonably withheld.



 


		10.	General. All notices hereunder will be
in writing. Subject to the NDA, this Agreement constitutes the entire agreement between Henis and Maris pertaining to the subject matter
hereof, and supersedes any and all written or oral agreements with respect to such subject ma ter. This Agreement may only be amended
by a writing signed by both parties.



 


		11.	Governing Law. This Agreement shall be
exclusively governed by and construed in accordance with the laws of Israel and the competent courts of Israel shall have exclusive jurisdiction
with respect to any dispute between the parties pertaining to the subject matter hereof.



 


EV WITNESS WHEREOF, the Parties have signed
this Agreement as of the dates set out below.


 


	Henis
    Hardware Co., LTD	 
	 	 	 
	Signature:  	/s/ Henry Jiang	 
	 	 	 
	Name:	Henry Jiang	 
	 	 	 
	Title:	CEO	 
	 	 	 
	Date:	March 28, 2014	 


 


	Maris Technologies Marketing Ltd.	 
	 	 	 
	Signature:  	/s/ Israel Bar	 
	 	 	 
	Name:	Israel Bar	 
	 	 	 
	Title:	CEO	 
	 	 	 
	Date:	March 28, 2014	 


 




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SCHEDULE
A - Product Definition – Omitted


 


SCHEDULE
B – Deliverables – Omitted


 


SCHEDULE
C - Development Payments


 


SCHEDULE
D - Production Royalties – Omitted


 




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SCHEDULE C


 


Development Payments


 


		1.	Development
Payments



 


Henis will pay Maris development payment of [***]
as follows:


 


		●	Advanced
payment upon agreement - 4,0%



 


		●	Working
prototype delivery - 40%



 


		●	Product’s
acceptance - 20%



 


		2.	Payback
Mechanism



 


[***]


 




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Confidentiality
Agreement


 


This Confidentiality Agreement (“Agreement”)
by and between Henis Hardware Co., LTD, a Chinese company, with offices at Rm 701, Shimao Building 5, No 68 Tahu Avenue 214021,Wuxi
China (“Henis”) and Maris Technologies Marketing Ltd. (“Maris”) an Israeli corporation with principal offices
at 1 Hamada St. Rehovot, 76703 Israel is entered inlo for good and valuable consideration the adequacy of which is acknowledged by the
parties.


 


WHEREAS Henis is engaged in the development,
manufacture, and marketing of Digital Door Viewing (“DDV”) solutions;


 


WHEREAS Maris develops and manufactures
a variety of high-end, low-power, miniature and features enriched Video System-on-Module (VS0M) solutions, used as computer modules in
the embedded systems market;


 


WHEREAS each party is willing to disclose
its Confidential Information to the other party, for the purpose of enabling the receiving execute a joint development agreement and to
induce such disclosure Henis and Maris desire to undertake certain obligations of confidentiality and nondisclosure as set forth herein.


 


NOW THEREFORE, in consideration of the
mutual undertakings and promises herein, the parties hereto hereby agree as follows:


 


		1.	Definition of Confidential Information. For
the purposes of this Agreement, “Confidential Information” means that information disclosed by one party to the other,
including but not limited to the terms and conditions of this Agreement, the existence of the discussions between the parties, trade secrets
of the parties, any non-public information relating to a party’s plans, designs, ideas, concepts, costs, prices, finances, marketing
plans, business opportunities, personnel, research, development or know-how and any other non-public technical or business information
of a party, or that a party identifies in writing as confidential before or within thirty days after disclosure to the other party or
is otherwise reasonably determined to be of value and is treated as confidential. Confidential Information does not, however, include
information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of the receiving
party; (b) the receiving paity can demonstrate to have had rightfully in its possession without an obligation of confidentiality prior
to disclosure hereunder; (c) is independently developed by the receiving party without the use of any Confidential Information of disclosing
party as evidenced by written documentation; or (d) the receiving party rightfully obtains from a third party who has the right to transfer
or disclose it and who provides it without a confidentiality obligation.



 


		2.	Non-Disclosure and Non-Use of Confidential
Information The Confidential Information is provided for the purpose of discussions regarding technology and business relationship
(the “Business Purpose”). Where relevant, the receiving party will not disclose, publish or disseminate Confidential
Information to anyone other than those of its employees who need to know for the Business Purpose, and the receiving party will take reasonable
precautions to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information. The receiving paity
accepts Confidential Information for the Business Purpose and in connection with the business discussion regarding the Business Purpose
hereunder. The receiving party will not use Confidential Information other than for the Business Purpose for its own or any third party’s
benefit without the prior written approval of an authorized representative of the other party.



 


		3.	No Warranty. All Confidential Information
is provided “AS IS” and without any warranty, express, implied or otherwise, including but not limited to any warranties
regarding its accuracy, completeness, performance or non-infringement of third party rights or its merchantability or fitness for a particular
purpose.



 


		4.	Return of Documents. Within ten (10) business
days of receipt of a written request by the disclosing party, the receiving party will return to the disclosing party all documents, records
and copies thereof containing Confidential Information of the disclosing party. For purposes of this Section 4, “documents”
means all information fixed in any tangible medium of expression in whatever form or format.



 






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		5.	No License. The parties acknowledges and
agree that nothing contained in this Agreement will be construed as granting the any rights, by license or otherwise, to any of the other
party’s Confidential Information except as expressly set forth in this Agreement.



 


		6.	Equitable Relief. The receiving party
acknowledges that all of the Confidential Information is owned solely by the disclosing party (or its licensors) and that the unauthorized
disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult
to ascertain. Accordingly, the parties agree each will have the right to obtain an immediate injunction enjoining any breach of this Agreement,
as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.



 


		7.	General. This Agreement constitutes the
entire agreement with respect to the Confidential Information disclosed hereunder and supersedes all prior or contemporaneous oral or
written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed
by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the State
of Massachusetts, without regard to or application of choice-of-law rules or principles and the parties submit to that jurisdiction. The
parties may not assign this Agreement or transfer any benefits hereunder or Confidential Information, directly or indirectly (through
acquisition, merger or otherwise), and any attempt to do so will be void without the prior written consent of the other party. The relationship
of the parties is that of independent contractors, and not of agency, partners, joint ventures or the like. If the receiving party receives
notice that it may be required or ordered by any judicial or governmental entity to disclose Confidential Information of the disclosing
party, it will take all necessary steps to give the disclosing party sufficient prior notice in order to contest such requirement or order.



 


		8.	Term of Obligations. This Agreement will remain in effect for five (5) years from the date of the
last disclosure of Confidential Information, at which time it will terminate.



 






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The duly authorized representatives of the parties
having executed this Agreement as of the latter of the signature dates set forth below


 


	Maris Technologies
    Marketing Ltd.:	 	Henis Hardware
    Co., LTD
	 	 	 	 	 
	Signature  	/s/
    Israel Bar	 	Signature  	/s/
    Jiang Feng
	 	 	 	 	 
	Print
    name 	Israel
    Bar	 	Print
    name  	Jiang
    Feng
	 	 	 	 	 
	Title	CEO	 	Title	 
	 	 	 	 	 
	Date	2/3/14	 	Date	 



 


 


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