Exhibit 10.1





Exhibit 10.1




AGREEMENT




THIS AGREEMENT dated November 2, 2010 between TASER International, Inc., a Delaware
corporation (“TASER”), William D. Kennedy, an individual (“Kennedy”), WDK Enterprises,
LLC, an Arizona limited liability company (“WDK”) and RouteCloud, LLC, an Arizona limited
liability company (“RouteCloud”) (the foregoing sometimes collectively referred to as the
“Parties” and individually as a “Party”) ; effective as of the Transition Date as defined
herein,



WHEREAS, the Joint Venture Agreement dated January 13, 2010 was terminated, and it is the
parties’ desire to determine in this Agreement the parties’ ongoing roles, rights, and
responsibilities with respect to Protector technology and products.



NOW, THEREFORE, in consideration of the covenants and agreements contained herein and
other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows:




	1.	 	Definitions.







a. Transition Date: August 23, 2010




b. Protector Driving Technology: All hardware, firmware and software for the
Protector driving product(s), Protector dashboard technology as well as any other
automotive product that incorporates either the Protector brand or any portion of
the Protector solution and also including all source and object code, pseudo code,
firmware, and hardware technology, plans, drawings, feature matrix, licenses,
marketing plans and materials, and all development documentation, including
hardware and software documentation.




c. Protector Mobile Technology: All hardware, firmware and software for the
Protector mobile Product and dashboard technology as well as any other mobile
product that incorporates either the Protector brand or any portion of the
Protector solution including all source and object code, pseudo code, firmware, and
hardware technology, plans, drawings, feature matrix, licenses, marketing plans and
materials, and all development documentation, including hardware and software
documentation.




d. Protector Products: The Protector Driving Technology and Protector Mobile
Technology.




e. RouteCloud Personnel: The employees and consultants specified in Section 5.




f. Net Gain: Net Gain is defined as the net gain recognized by TASER from the
licensing or sale of Protector Distracted Driving Technology and/or Protector
Mobile Technology, net of any retained loss from the Protector Products,
non-recurring engineering expenses, capitalized Protector costs, and accumulated
Protector
operating losses to date.


 


 









 






g. Net Sales: Net Sales is defined as the net revenue recognized by TASER from a
sale of Protector Products net of discounts, freight and shipping, sales tax,
returns, and sales commissions paid by TASER.




	2.	 	Termination of Joint Venture Agreement. TASER provided RouteCloud with written
notice on September 29, 2010 of termination of the Joint Venture Agreement executed
between the parties dated January 13, 2010 and the Joint Venture Agreement will be
considered terminated effective on September 29, 2010 upon the execution of this
Agreement.

	 
	3.	 	Operational Responsibility. TASER agrees to assume and be responsible for
developing, marketing, selling and supporting the Protector Driving product and, at
TASER’s option, the Protector Mobile product, from and after the Transition Date,
subject to TASER’s right to discontinue such development, marketing, sales and
support at TASER’s sole option at any time for any reason.

	 
	4.	 	Protector Expenses. TASER agrees to reimburse RouteCloud the sum of $75,000 for
E.com, Protector and transition expenses incurred by RouteCloud. TASER shall not be
liable or responsible for any other Protector expenses incurred by RouteCloud.

	 
	 	 	TASER also agrees that it has either paid for or will pay for the Protector
development payables set forth on Attachment B.

	 
	5.	 	Hiring of RouteCloud Employees and Consultants. TASER agrees to offer employment
or a consulting arrangement to the following RouteCloud Personnel, in TASER’s sole
discretion, under terms and conditions acceptable to TASER:







	 	a.	 	Peter Mueller

	 
	 	b.	 	Gary O’Donnell

	 
	 	c.	 	C.J. Morton

	 
	 	d.	 	Chris Deutsch

	 
	 	e.	 	Cott Lang

	 
	 	f.	 	Any other RouteCloud employee/consultant as of the Transition
Date at TASER’s sole discretion.







	 	 	TASER shall not owe any recruiting or referral fee for hiring of RouteCloud Personnel.
TASER agrees that the primary scope of work for the RouteCloud Personnel, except for
Dan Kennedy, shall be to finish the Protector Driving product and, at TASER’s option,
the Protector Mobile product. Upon completion of the launch of the Protector
Products, TASER may assign RouteCloud Personnel such other work as their primary scope
of work as determined by TASER in TASER’s sole discretion.





 


 









 






	6.	 	Dan Kennedy. RouteCloud will make Dan Kennedy available as an independent
contractor to perform work to be determined by TASER that is reasonably
commensurate with his skills and level of experience, at TASER’s sole discretion at a
rate of $180 per hour for a period of six months from the date of this Agreement,
subject to the execution of TASER’s standard consulting agreement. RouteCloud agrees
to make Dan Kennedy available for up to 20 hours of consulting per week to TASER
during this consulting period. The consulting period may be extended by mutual
agreement of the parties. One Hundred percent (100%) of the above consulting fees
shall be deducted from the royalty pre-payment paid to RouteCloud under section 9. Any
intellectual property that Kennedy develops or works on behalf of TASER while retained
by TASER will be the sole property of TASER.







RouteCloud / Kennedy will have the right to hire Pete Mueller after a 60 day period of
time after the later of either the commercial launch of the Protector Distracted
Driving product currently under development, or the Protector Mobile product, provided
that TASER elects to develop the Protector Mobile product. For the avoidance of
doubt, Pete Mueller may choose whatever employment path he chooses independent of this
agreement.




Dan Kennedy will also be listed as the inventor of the Protector Technology on any
patents filed by TASER for Protector Technology actually invented by Dan Kennedy.
TASER will not dispute any reasonable claim by RouteCloud or Kennedy relating to the
development and creation of the original Protector concept and technology. Kennedy
agrees to cooperate with TASER on any such patent filing at no cost to TASER and TASER
and RouteCloud shall be named as the joint assignee of any such patent with the only
consideration being royalties to be paid to Kennedy/RouteCloud under this Agreement.
TASER will comply with any reasonable request to evidence this if asked.




	7.	 	Transfer of Equipment. RouteCloud agrees to transfer the equipment and third party
software specified in Attachment A to TASER for use in the development and support
of Protector Products. TASER agrees to pay RouteCloud the sum of $10,000 within 7
days from the date of execution of this Agreement for such equipment and third party
software. TASER will be responsible for any and all actual costs to transfer such
items and/or services. All other property, equipment or licenses is to be considered
RouteCloud property.

	 
	8.	 	Intellectual Property (“IP”).







a. Joint Ownership of Protector Technology: RouteCloud and TASER each shall own
joint and independent right, title and interest, including without limitation all
patents, copyrights, trade secrets and all intellectual property rights, to the
Protector Driving Technology and Protector Mobile Technology that was in existence
as of the Transition Date. Each party shall keep an electronic copy of the source
code of the Protector Distracted Driving Technology and Protector Mobile Technology
that was in existence as of the Transition Date. RouteCloud Personnel will
reasonably support RouteCloud in re-establishing a working environment as it was at
the time of the termination of the Joint Venture as established in this agreement.


 


 









 






b. Enhancements:  Any modification, change, update, correction, upgrade,
enhancement and development (“Modifications”) made by or for either party to the
Protector Driving Technology and Protector Mobile Technology during the term of
this Agreement shall be owned by the party making the Modifications. Any
Modifications to the Protector Driving Technology and Protector Mobile Technology
made by RouteCloud, Kennedy, and WDK shall be exclusively licensed to TASER on a
worldwide royalty free basis, except for royalties to be paid under this Agreement,
for inclusion, in TASER’s sole discretion, in the Protector Products.




c. TASER Rights: TASER shall have the exclusive worldwide right to use, modify,
market, sell, assign, license and sublicense the Protector Driving Technology, or
applications having similar features and functions that would be reasonably
considered competitive, for all markets and applications and, in addition, shall
have the exclusive worldwide right to use, modify, market, sell, assign, license
and sublicense the Protector Mobile Technology, or applications having similar
features and functions that would be reasonably considered competitive, for
guardian phone applications and also for any law enforcement applications subject
to payment of Royalties in section 9




TASER shall own all right, title and interest, including all intellectual property
rights and modifications made by RouteCloud Personnel, to Evidence.com, for any and
all applications and markets. In addition, TASER owns all right, title and
interest, including all intellectual property rights and modifications made by
RouteCloud Personnel, to the Evidence live technology as demonstrated to the
Federal Government.




d. RouteCloud Rights: WDK, RouteCloud and Kennedy shall have the worldwide right to
use, modify, market, sell, assign, license and sublicense the Protector Mobile
Technology for all applications except for guardian phone applications and except
for any law enforcement applications.




	9.	 	Royalties. TASER agrees to pay RouteCloud royalties on the sale of Protector
Products as follows:







Licensing, Software Sales and Hardware Sales:



	 	 	 	 	 	 	 	 	 
	 
	 	a.	 	First 12 months after first revenue from Protector Products	 	 	7	%
	 
	 	 	 	 	 	 	 	 
	 
	 	b.	 	Second 12 months after first revenue from Protector Products	 	 	6	%
	 
	 	 	 	 	 	 	 	 
	 
	 	c.	 	Third 12 months after first revenue from Protector Products	 	 	5	%
	 
	 	 	 	 	 	 	 	 
	 
	 	d.	 	Fourth 12 months after first revenue from Protector Products	 	 	4	%
	 
	 	 	 	 	 	 	 	 
	 
	 	e.	 	Fifth 12 months after first revenue from Protector Products	 	 	3	%
	 
	 	 	 	 	 	 	 	 
	 
	 	f.	 	After the fifth 12 month period
after first revenue from Protector Products	 	 	0	%





 


 









 







Royalties shall be computed and paid on the Net Sales received by TASER from the sale
of Protector Products and royalty payments to RouteCloud shall be made by TASER within
thirty (30) days after the end of each month for sales that occur within that month.
Royalties for the D500 hardware will be calculated at 2% for the first 24 months, and
then no royalties will be due for the D500 hardware going forward. TASER shall have
sole right to determine revenue handling, payments and recognition.




In the event that RouteCloud or Dan Kennedy brings TASER any technology licensing or
sale deal that results in the licensing or sale of Protector Distracted Technology
and/or Protector Mobile Technology, the above percentages shall be increased by an
additional 4%, subject to a maximum percentage cap of 10% and royalties shall be paid
on the Net Gain.




Royalty Pre-Payment:




TASER agrees to advance RouteCloud ($180,000) within 3 business days after the date of
execution of this Agreement in pre-paid royalties. These royalties will be deducted
at a rate of fifty percent (50%) of the royalties due to RouteCloud starting at the
second 12 months after revenue from Protector Products and at the rate of one hundred
percent (100%) of royalties starting at the third 12 month period after revenue from
Protector Products and each 12 month period thereafter.. The above advance shall be
deeded an advancement of royalties under Section 9 and shall be deducted from any
royalty payments earned by RouteCloud.




During the term of this agreement, and as long as such employee is employed full-time
with TASER, RouteCloud agrees to continue that employees participation in the
RouteCloud profit-sharing plan. This benefit will be limited to the individuals named
in section 5 (a-e).




	10.	 	Confidentiality.







	 	a.	 	The parties agree to hold each other’s Confidential Information
in strict confidence.  “Confidential Information” shall include, but is
not limited to, written or oral contracts, trade secrets, know-how,
business methods, business policies, memoranda, reports, records, computer
retained information, notes, or financial information. Confidential
Information shall not include any information which: (i) is or becomes
generally known to the public by any means other than a breach of the
obligations of the receiving party; (ii) was previously known to the
receiving party or rightly received by the receiving party from a third
party; (iii) is independently developed by the receiving party; or (iv) is
subject to disclosure under court order or other lawful
process.




 


 









 





	 	b.	 	The events surrounding this agreement, the terms of this
Agreement, and the very existence of this Agreement itself, shall remain
strictly confidential. Each signatory to this Agreement individually
covenants not to disclose any of the terms of this Agreement, whether
generally or specifically, to any third party, except for disclosures to
and as may be required by a party’s accountants, attorneys or insurers, or
in SEC disclosures or by order of a court of competent jurisdiction. In
addition, both parties agree not to disparage the other.

	 
	 	c.	 	Non-disclosure and Non-use. Each party receiving Confidential
Information shall treat such information as strictly confidential, and
shall use the same care to prevent disclosure of such information as such
party uses with respect to its own confidential and proprietary
information, which shall not be less than the care a reasonable person
would use under similar circumstances. In any event, each party receiving
Confidential Information shall (a) disclose such Confidential Information
to (i) only those authorized employees of such party whose duties justify
their need to know such information and who have been clearly informed of
their obligation to maintain the confidential and/or proprietary status of
such Confidential Information; and (ii) only those third parties required
for the performance of the receiving party’s obligations under this
Agreement pursuant to a written confidentiality agreement at least as
extensive as the confidentiality provisions of this Agreement; and (b) use
such Confidential Information only for the purposes set forth in this
Agreement.

	 
	 	d.	 	Certain Exceptions. The receiving party may disclose
Confidential Information of the disclosing party to the extent such
disclosure is required by law, court order or order of a governmental
agency with jurisdiction; provided that the receiving party notifies the
disclosing party prior to such disclosure and gives the disclosing party a
reasonable opportunity to seek a protective order or to contest such
requirement.

	 
	 	e.	 	Survival. Notwithstanding termination or expiration of this
Agreement, the parties acknowledge and agree that their obligations of
confidentiality with respect to Confidential Information shall continue in
effect for a total period of five (5) years from the termination of this
Agreement.







	11.	 	Non-Competition Covenant. RouteCloud, Kennedy and WDK agree that, during the term
of this Agreement and for the ten-year period following the termination of this
Agreement or for as long as TASER is in the business of selling, licensing or
servicing Protector Driving Technology or Products and/or Protector Mobile
Technology or Products, whichever is shorter, they will not compete, either directly
or indirectly, with the Protector Driving Technology and resulting products for all
markets and applications and, in addition, the Protector Mobile Technology for
guardian phone applications and also for any law enforcement applications. In the
event that this Non-Competition Covenant expires and RouteCloud, Kennedy and WDK use
Protector Driving Technology for any market or application or Protector Mobile
Technology for guardian
phone applications or for any law enforcement application, RouteCloud, Kennedy and WDK
agree to pay TASER royalties in the amount of 7% of the Net Sales or Net Gain from the
sale or license of such technology or products.




 


 









 











	12.	 	Miscellaneous







	 	a.	 	Survival. Section 2 (Termination of Joint Venture Agreement),
Section 8 (Intellectual Property), Section 10 (Confidentiality), Section
11 (Non-Competition Covenant) and this Section 12 (Miscellaneous) shall
survive the termination or expiration of this Agreement.

	 
	 	b.	 	Force Majeure. No party will be liable for, or will be
considered to be in breach of or default under this Agreement on account
of, any delay or failure to perform as required by this Agreement as a
result of any causes or conditions that are beyond such party’s reasonable
control and that such party is unable to overcome through the exercise of
commercially reasonable diligence. If any force majeure event occurs, the
affected party(ies) will give prompt written notice to the other
party(ies) and will use commercially reasonable efforts to minimize the
impact of the event.

	 
	 	c.	 	Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Arizona, USA
applicable to contracts made and to be performed wholly therein.

	 
	 	d.	 	Severability. If any provision of this agreement shall be
unlawful, void, or for any reason unenforceable, then that provision shall
be deemed severable from this agreement and shall not affect the validity
and enforceability of any remaining provisions






	 	 	 	 	 
	SIGNED:
	 
	 	 	 	 
	TASER International, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Tom Smith	 	 
	 

	 	 	 	 
	 

	 	Tom Smith, Chairman	 	 
	 
	 	 	 	 
	WDK Enterprises, LLC	 	 
	 
	 	 	 	 
	By

	 	/s/ Dan Kennedy	 	 
	 

	 	 	 	 
	 

	 	Dan Kennedy, Member	 	 
	 
	 	 	 	 
	RouteCloud LLC	 	 
	 
	 	 	 	 
	By

	 	/s/ Dan Kennedy	 	 
	 

	 	 	 	 
	 

	 	Dan Kennedy, Manager	 	 
	 
	 	 	 	 
	 	/s/ Dan Kennedy	 	 
	 	 	 	 
	 	Dan Kennedy, personally	 	 





 


 









 





Attachment A




List of Protector Equipment and Third Party Software Transferred to TASER




Blackberry 9700 BOLD, Blackberry Pearl Flip 8220 — Red

Gary-JDE API Keys

Phone — GSM/GPRS/BT/GPS terminal with SD card reader and Bluetooth option

Phone dongle

Nexus One phone

Windows Mobile Pro (touch screen)

Sunfire X2200 M2 2X2.6GHz Dual Core 8GB 250 GB

Pete-Easy Bluetooth Module, SparkFun WRL-08461 Bluetooth DIP Module

Phone




	 	 	 
	Apple iMac 21”, 3.06 GHz, Intel Core 2 Duo, 4GB RAM
	 	WQ9486KL5PC
	 
	 	 
	3x Dell Refurbished 23” High Resolution Monitors
	 	CNOU783F64180955

	 
	 	CNOU783F641808AT

	 
	 	CNOU783F641808AT07US
	 
	 	 
	Dell Studio XPS 16 Laptop
	 	26961905665
	 
	 	 
	Dell Studio XPS Desktop
	 	8735680837
	 
	 	 
	Intel 80GB Solid State Drive
	 	N/A
	 
	 	 
	Dell M6400 Laptop
	 	FP2LKK1




	HTC TouchPro II Windows Mobile phone
	 	HT98DLR00215
	 
	 	 
	Blackberry Pearl Flip phone
	 	RBY41GW




	Apple iPad
	 	AK022121ETV
	 
	 	 
	4x power strips. ( $15 x 4 = $60)
	 	N/A
	 
	 	 
	2x SuperMicro 1U Rack-mount units — X7SBi-LN4
	 	C51200925K30450
	MotherBoard Intel E5000-series CPU
	 	C51200924K30498
	 
	 	 
	Motorola Droid phone (P02)
	 	 
	Samsung Omnia II Windows Mobile phone (P05)
	 	 
	LG Rumor 2 smartphone (P08)
	 	 
	Spracht BlueTooth Speakerphone
	 	 





 


 









 





Attachment B




Outstanding Payables for Protector Related Expenses





	•	 	TwinTechs Invoices

	 
	•	 	David McDonald Invoices

	 
	•	 	Paul Geisler Invoices

	 
	•	 	Vince Martinez Invoices

	 
	•	 	Syniverse Invoices

	 
	•	 	ODesk Invoices