Blueprint





 



Exhibit 10.2









Novume Solutions, Inc. has requested that portions of this document
be accorded confidential treatment pursuant to Rule 24b-2
promulgated under the Securities Exchange Act of 1934, as
amended.


 


October
9, 2018


 


Mr.
Matt Hill


OpenALPR
Technologies, Inc.


177
Huntington Avenue #179700


Boston,
MA 02115


 


Dear
Matt,


 


The
purpose of this Management Services Agreement is to summarize the
ways in which Novume Solutions, Inc. and its subsidiaries
(“Novume”) can support the continued growth of OpenALPR
Technologies, Inc. (“OpenALPR”). We have outlined areas
of support below. If there are any desired services that cannot be
provided by Novume personnel, Novume will recommend a third-party,
negotiate pricing and seek OpenALPR approval before engaging any
vendor.


 



Business Strategy, Contract Support, Accounting & General
Admin


We will
provide, as requested, business strategy, contract support,
accounting and other general administrative support services for
OpenALPR at no charge. We envision our corporate leadership helping
with contract review, intellectual property matters, project
management/coordination for web redesign, coordinating sales
support from the Novume team, marketing materials, international
banking, and regulatory matters, etc. In addition, we can work with
your accountant/bookkeeper to start building OpenALPR’s
accounting structure.


 



Website Redesign & Marketing Materials


We will
coordinate web design and provide marketing materials support at a
rate of [***].


 



Engineering Support


We will
provide engineering support through our developers and engineers at
a rate of [***].


 



Call Center and Customer Support


We will
provide inbound call center and customer service support at a rate
of [***].


 



Sales Support


Through
Novume business development and sales personnel, we will provide
sales support to Open ALPR on a commission basis for completed
sales as described below.


 



[***] Confidential Treatment pursuant to Rule 24b-2 promulgated
under the Securities Exchange Act of 1934, as amended has been
requested for this information




14420
Albemarle Point Place, Suite 200, Chantilly, VA 20151








OpenALPR/Novume
Solutions


Management
Services Agreement


October
9, 2018


Page
2


 






 



Weekly Status Call


Open
ALPR and Novume will have weekly status calls. Open ALPR CEO, Matt
Hill, and Novume EVP Corporate Development, Riaz Latifullah, will
participate on the weekly calls. Others will be invited to attend
the calls, as needed. A project status report, to be updated by
Matt Hill and Riaz Latifullah each week in advance of the call,
will reference the consulting services that are being performed by
Novume and its subsidiaries, as well as the sales referrals in the
pipeline or completed. This report will be reviewed during the
weekly status call.


 



Payment Terms


Novume
will submit invoices to OpenALPR on a monthly basis for consulting
services that are provided to OpenALPR. Expenses incurred by Novume
will be reimbursed by Open ALPR at cost. Novume will seek approval
from OpenALPR prior to incurring any extraordinary expense, e.g.,
filing and outside counsel fees related to intellectual property.
All invoices will include documentation sufficient to support
charges.


 


OpenALPR
will pay a [***] commission on the
gross sale amount for any business sold by Novume and its
subsidiaries. OpenALPR agrees to pay the commission due to Novume
upon receipt of payment from your customer or client.


 



Term


This
letter agreement can be terminated upon 10-days written notice by
either party for any reason. Should the letter agreement be
terminated, OpenALPR agrees to pay Novume for all closed sales
which were consummated by Novume prior to the termination
date.


 



Intellectual Property


All
material on the OpenALPR and Novume web sites, whether explicitly
marked or not, as well as any other materials the parties provide
to each other, remains the proprietary property of the providing
party, and all intellectual property rights therein remain the
property of the providing party.


 



Confidentiality



We will maintain the information provided to each other for our
internal use, with the exception of information Novume and its
subsidiaries will utilize to represent Open ALPR’s products
to existing or proposed new clients, and this information is
subject to the confidentially agreement entered into buy Buyer and
Seller on August 30, 2018 along with the Letter of Intent to
purchase OpenALPR assets dated September 17, 2018, both of which
remain in full force and effect.


 



Independent Contractor


In
performing the services set forth in this letter agreement, the
parties shall at all times act in their own capacity and right as
an independent contractor, and nothing contained herein shall be
construed to make one party an employee, partner, or joint venture,
of the other party, and neither party shall have authority to
contract for or bind the other party.


 


 


 



[***] Confidential Treatment pursuant to Rule 24b-2 promulgated
under the Securities Exchange Act of 1934, as amended has been
requested for this information




 








OpenALPR/Novume
Solutions


Management
Services Agreement


October
9, 2018


Page
3


 






 



Liability Insurance


Both
Novume and Open ALPR will maintain professional liability
insurance.


 



Signature Page Follows


 




 








OpenALPR/Novume
Solutions


Management
Services Agreement


October
9, 2018


Page
4


 






 


 


 


 


Dated:
_________________


 



Novume Solutions, Inc.


 


	

By:

	

/s/
Riaz Latifullah

	
 


	

Name:

	

Riaz
Latifullah 

	
 


	

Title:

	

EVP
Corporate Development


Principal
Financial & Accounting Officer

	
 







 



Open ALPR


 


	

By:

	

/s/
Matt Hill

	
 


	

Name:

	

Matt
Hill 

	
 


	

Title:

	

CEO