rmdxspectrum.htm


    
      

      

    

    
      Exhibit 10.27

      S P E C T
R U M

      D E S I G
N

      S O L U T
I O N S I N
C.

      


      T
E R M S A N D C O N D I T I O N S

      


      Time and Materials
Contract

      


      


      


      Client:
SecureAlert

      Project:
House Arrest

      Date:
April 30, 2007

      Revision:
B

      


      1.  Authorization.
Client's endorsement of the terms and definition of scope under Project
Authorization will initiate the project. Client's purchase order will be used by
Spectrum's Accounts Payable department to identify the project during
invoicing.

      


      2. Down Payment.
Spectrum requires a check for 25% of the estimated price of the authorized phase
or phases to initiate a project. This down payment will apply to the final
installments of progress billing.

      


      3. Payment Terms. For
projects lasting more than thirty (30) days, Spectrum will issue monthly
progress billings with terms of Net 30 days. Spectrum will send final billings
immediately upon conclusion of all projects for which it has received Client's
written approval. Accounts past forty-five (45) days will be charged a 0.75%
finance fee for every fifteen (15) days over Net 30 days. Spectrum will provide
a .75% discount for payments received net 15 days.

      


      4. Project Continuation.
Spectrum requires that accounts not exceed the payment terms of Net 30 days.
Accounts past thirty (30) days will immediately be placed on hold and internal
resources will be reallocated until the account is paid.

      


      5. Expenses. Project
related expenses not itemized in this proposal must be pre-approved by Client
and are an added expense. Project materials will be billed at Cost plus a 10%
materials acquisition fee. Items that may be included are respondent fees, and
special materials. Any required materials purchase over five thousand ($5000.00)
dollars will be immediately invoiced per the terms in paragraph 3. No
acquisition fees or mark up of any kind will be added to travel and living
expenses.

      


      6. Project Variations.
The scope, structure, and estimated fees for this proposal are based on
Spectrum's understanding of the project requirements at the point of project
initiation. If major project requirements or assumptions change during project
execution, Spectrum
will provide the Client with written recommendations for project changes and
associated cost re-estimations in the form of a Variation Order Request.
Spectrum will only proceed with major changes after Client has approved the
appropriate Variation Order
Requests. Minor changes will not require a Variation Order Request and will be
billed out at Spectrum's standard rates.

       

       

      
        	
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      7. Billing Rates.
Billing rates quoted in this proposal are valid for the duration of the proposed
project. Spectrum's billing rates are adjusted annually. Project additions or
modifications adding to the expense of this proposal, occurring after January 1
of the following year, may be subject to new rates. Spectrum will inform Client
of any rate changes as part of the proposed project additions.

      


      8. Quote Expiration. The
project estimates and schedules outlined in this specific proposal are valid for
30 days from the date of the proposal. Spectrum reserves the right to review and
adjust these estimates and schedules if client does not approve of the proposal
within 30 days.

      


      9. Termination. Client
may cancel a project or put it on hold at anytime with a written notice to
Spectrum. Client agrees to pay Spectrum for all approved work performed, per the
terms of this Agreement, to the date that the cancellation is
received.

      


      10. Sales and Use Tax
Fees. Spectrum's design fees estimated in this proposal do not include
sales or use taxes. Spectrum pays sales and use tax on all goods and services
that Spectrum purchases for the Client and will pass these taxes on during
billing. The Client
agrees to pay Spectrum for any sales and use taxes levied against Spectrum
during or after the project for services rendered or materials supplied to the
Client by Spectrum.

      


      11. Intellectual Property
Ownership

      


      A. Assignment. Spectrum
agrees that all copyrightable material, notes, records, drawings,
designs, inventions, improvements, developments, discoveries and trade secrets
conceived, discovered, developed or reduced to practice by Spectrum, solely or
in collaboration with others, during the term of this Agreement that are
conceived in connection with the Services under this Agreement (collectively, "
Inventions"), are the sole property of the Client. Spectrum also agrees to
assign (or cause to be assigned) and hereby assigns fully to the Client all
Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating to all Inventions.

      


      B. Further Assurances.
Spectrum agrees to assist Client, or its designee, at the Client's
expense, in every proper way to secure the Client's rights in Inventions and any
copyrights, patents, mask work rights or other intellectual property rights
relating to all Inventions in any and all countries, including the disclosure to
the Client of all pertinent information and data with respect to all Inventions,
the execution of all applications, specifications, oaths, assignments and all
other instruments that the Client may deem necessary in order to apply for and
obtain such rights and in order to assign and convey to the Client, its
successors, assigns and nominees the sole and exclusive right, title and
interest in and to all Inventions, and any copyrights, patents, mask work rights
or other intellectual property rights relating to all Inventions. Spectrum also
agrees that Spectrum's obligation to execute or cause to be executed any such
instrument or papers shall continue after the termination of this
Agreement.

      


      12. Confidentiality.
Spectrum will hold confidential Client's product information as defined by the
Client's confidentiality agreement. Spectrum does not consider the existence of
the Client relationship in and of itself to be confidential unless otherwise
instructed by the

       

       

      
        	
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      Client.
If the Client does consider its relationship with Spectrum confidential, and so
Confidential Page 2 5/1/2007 notifies Spectrum in writing, Spectrum will only
disclose such information with prior approval of the Client.

      


      13. Project Disclosure.
Spectrum's viability in the marketplace is dependent upon the presentation of
past work performed. To that end, Spectrum wishes to present the results of its
work for Client to the public as an example of Spectrum's value to the
marketplace. Spectrum will prepare such marketing materials for review by Client
and only release such materials with Client approval.

      


      14. Indemnification.
Client and Spectrum mutually agree to indemnify and hold harmless each other
from any costs, damages, or losses as a result of any claim arising out of
services performed or materials provided in connection with this project.
However, if Spectrum were found guilty of gross negligence or professional
misconduct in the final ruling of any of these claims, Spectrum would assume
full responsibility for payment of damages prescribed by the court. The Client
and Spectrum would assume all their own legal costs while litigation is in
process and Spectrum shall assume responsibility in the event of a court finding
of wrongful activity.

      


      15. Employee
Solicitation. Client recognizes that Spectrum Design Solutions Company
("Spectrum") has a substantial investment in its employees and design service
subcontractors. Client agrees that it will not solicit or accept services from
Spectrum employees and design service sub-contractors outside the scope of this
proposal for a period commencing on this proposal's date and ending after the
date of the final invoice related to the work completed. Spectrum agrees to the
same terms for Spectrum's solicitation of employees of Client.

      


      16. Governing Law. This
Agreement shall be governed by the laws of Minnesota without regard to
Minnesota's conflicts of law rules.

      


      17. Assignability. Except
as otherwise provided in this Agreement, Spectrum may not sell, assign or
delegate any rights or obligations under this Agreement.

      


      18. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of this Agreement and supersedes all prior written and
oral agreements between the parties regarding the subject matter of this
Agreement.

      


      19. Headings. Headings
are used in this Agreement for reference only and shall not be considered when
interpreting this Agreement.

       

      


      
        	
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      20. Notices. Any notice
or other communication required or permitted by this Agreement to be given to a
party shall be in writing and shall be deemed given if delivered personally or
by commercial messenger or courier service, or mailed by U.S. registered or
certified mail or e-mail (return receipt requested), or sent via facsimile (with
receipt of confirmation of complete transmission) to the party at the party's
address or facsimile number written below or at such other address or facsimile
number as the party may have previously specified by like notice. If by mail,
delivery shall be deemed effective 3 business days after mailing in accordance
with this Section 20.

      


      
        	
                 
      

              	
                (1)

              	
                If
      to Spectrum, to:

              


      

      Spectrum
Design Solutions, Inc.

      420 5Ih
street North, Ste. 950

      Minneapolis,
MN 55401

      Attention:
General Manager Spectrum Services

      Telephone:
(612) 435-0791

      Facsimile:
(612) 435-0736

      


      (2) If to
Client, to the address for notice on the signature page of this Agreement or, if
no such address is provided, to the last address of Client provided by Client to
the Spectrum.

      


      SecureAlert
a division of RemoteMDx

      150 W.
Civic Center Drive

      Sandy, UT
84070

      Attention:
President, Randy Olshen

      801-908-5132
Main

      801-451-6281
Fax

      


      21. Attorneys' Fees. In
any court action at law or equity that is brought by one of the parties to this
Agreement to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys' fees, in addition to
any other relief to which that party may be entitled.

      


      22. Severability. If any
provision of this Agreement is found to be illegal or unenforceable the other
provisions shall remain effective and enforceable to the greatest extent
permitted by law.

      


      FEES FOR
SERVICES

       

      
        
          	
                  Electrical
      Tech

                	 	$	75.00/hr	 
	
                  Senior
      PCB Designer

                	 	$	80.00/hr	 
	
                  Associate
      Engineer/Designer

                	 	$	85.00/hr	 
	
                  Engineer/Designer

                	 	$	100.00/hr	 
	
                  Senior
      Engineer/Designer:

                	 	$	120.00/hr	 


        

        
          


          
            	
                    Materials
      Acquisition Fee

                  	 	 	10	%
	
                    Project
      Labor Fees

                  	 	$	199,940	 


          

          
 

        

      

      
        	
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      P
R O J E C T  A U T H O R I Z A T I O N

      Thank you
for the opportunity to work with your company. Please sign below to indicate
your acceptance of the terms and authorized scope of work.

      


      Spectrum
Design Solutions

      


      


      


      


      


      


      


      


      


      


      


      
        	 
      	 
      
	
                Proposal
      Author

              	
                Rodney
      Landers

              
	
                Title

              	
                Technical
      Sales Director

              


      

      


      


      


      
        	
                Acceptance
      of terms and initiation of project by client.

              
	 
      	 
      	 
      	 
      
	
                 x  Phase
      I

              	
                 o   Phase
      II

              	
                 o   Phase
      III

              	
                 o   Phase
      IV

              
	 
      	 
      	 
      	 
      
	
                 o  All
      Phases

              	 
      	 
      	 
      


      

      


      


      


      


      


      
        	 
      	 
      	 
      
	
                SIGNATURE

              	
                TITLE

              	
                DATE

              
	 	 	 
	CLIENT
      COPY	 	 
	SPECTRUM
      COPY	 	 


      

      


       

       

      


      


      


      


      
        	
                Confidential

              	
                5

              	
                5/1/2007