Helius Medical Technologies, Inc.: Exhibit 10.15 - Filed by newsfilecorp.com






 

	NHC 
	  
	  
	PoNS 4.0 Portable Neurostimulator Device 
	  
	Additional Activities 
	  
	  
	Attention 
	Philippe Deschamps, President 
	NeuroHabilitation Corporation 
	41 University Drive 
	Suite 400 
	Newtown, PA 18940 
	  
	Date 
	December 11, 2015 
	  
	Prepared by 
	Rick Beaulieu 
	  
	  
	  
	  
	Proposal ID: NHC121115, revision A 




	Ximedica 
	55 DuPont Drive 
	Providence, RI 02907 
	Tel 401.330.3163 
	Fax 401.626.3356 
	www.ximedica.com 







	NHC/Helius 
	PoNS Portable
      Neurostimulation Device – Additional Activities 


Revision History: 
Revision A – Original 

Overview 

Please accept this as Ximedica’s proposal for executing a
number of discrete activities relating to the PoNS 4.0 product development
program. These activities have been discussed and generally agreed to
previously. This document serves to establish a formal agreement regarding the
cost and timing of these activities. We believe that the proposal captures the
various details and work scope necessary. However, please review the work scope
and proposed deliverables and let us know if you would like to make revisions.


IP Fencing (already underway): 

This activity consists of conducting a series of concept
generation sessions to establish concepts that can be used to help form a
competitive barrier to entry in the form of Intellectual property for the PoNS
device. NHC’s IP attorneys will be asked to summarize existing IP to establish
the areas of interest. Concept Generation sessions will then identify system
configurations in those areas of interest, which will be then reviewed by the IP
attorney for possible application opportunities. Deliverables for this activity
consist of digital scans of all concept seeds generated during sessions (as raw
content), spectrum of preliminary system solutions, and 4-6 refined system
solutions for IP development. 

Mouthpiece Electrochemistry: 

This activity consists of engaging a subject matter expert
(SME) to review the constituent materials and the electrochemical impact on
those materials. Literature research would be conducted to determine what, if
any concentrations of the constituent materials or the electrochemical compounds
have any health impact. Deliverables for this activity consist of a report that
documents the findings. At this point in time, the need for any additional
activity is unclear and is not proposed. Should additional activity be needed a
separate scope of work specific to the needed activities will be quoted. 

Potted Mouthpiece (already underway): 

This activity consists of redesigning the construction method
of the PoNS mouthpiece. Once the design and process are determined, quick turn
tooling will be fabricated to produce assemblies for evaluation and then DV
testing. Once the implemented design has been proven, commercial tooling will be
cut for ongoing production. Deliverables for this activity consist of a CAD
designs, prototype and commercial tooling. 

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	PoNS Portable
      Neurostimulation Device – Additional Activities 


Program shutdown/restart: 

This captures activities and charges that occurred as a result
of the project shutdown/restart in August 2015 and October 2015 , which occurred
at NHC’s request. 

Extra 50 Mouthpiece Build: 

This captures the extra mouthpiece build requested by NHC using
the remaining components for the initial purchase. This activity has been
completed and these parts were shipped in late November. 

Assumptions 
For the purposes of establishing a budget the
following assumptions have been made: 

	 	1. 	
      NHC will perform any Intellectual Property reviews
      required including acquiring legal opinions to confirm that the proposed
      product design does not infringe on any patents.

	 	2. 	
      NHC will provide a point of contact that is readily
      available for questions and decisions to help maintain the program
      timeline.

	 	3. 	
      NHC shall be responsible for activities/functions outside
      of the scope of this proposal.



Program Schedule 

Duration of the various activities is shown in the table below.



	Additional Activities - Schedule 
	IP Fencing (underway) 	6-8 weeks 
	Mouthpiece Electrochemical Investigation 	2-4 weeks 
	Potted Mouthpiece Development 	12-14 weeks 
	Shutdown (complete) 	n/a 
	Extra Mouthpiece build (complete) 	n/a 



Estimated Additional Activity Expenses 

  The work scope and
deliverables described above shall be conducted per the budget listed below.
Professional services for this project shall be capped at a not to exceed level
as shown. In the event that NHC requests Ximedica to conduct work outside the
scope established by this proposal, Ximedica shall notify NHC in writing and shall request approval
prior to conducting any out-of-scope work. 

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	PoNS Portable
      Neurostimulation Device - Additional Activities 


Out of pocket expenses shall be billed as incurred. In the
event that expenses exceed these estimated allowances, Ximedica shall request
approval in writing prior to incurring expenses beyond the approved amount. 


  	Additional Activities - Estimated Costs (in
      thousands) 
	IP Fencing (underway) 	$75.0 
	Mouthpiece Electrochemical Investigation 	$25.0 
	Potted Mouthpiece Development 	$210.0 
	Shutdown (complete) 	$80.0 
	Extra 50 Mouthpieces build (complete) 	$8.0 
	Total additional budget 	$398.0




Work Authorization 
To initiate work, please forward signed
copy of this proposal and/or a revised purchase order increasing the total value
by $398,000 which references the Document ID# and Revision level (found on the
cover page of this document). As this is a set of additional activities under an
existing scope of work, a project initiation deposit is not required. Invoices
shall be submitted monthly per the standard business terms and progress reports
as part of the current weekly meetings. Billings in excess of the PO amount
shall not be permitted without prior written authorization from the client.
Payment shall be due Net 45. 

If you have any questions or concerns or would like additional
details or clarification of anything within this amendment, please let us know.



	Sincerely, 
	  
	Rick Beaulieu 
	Vice President, Product Development 
	CC: C. Sullivan 





	XIMEDICA LLC 	 	NHC
      Corp. 
	”Rick Beaulieu” 	 	”Joyce
LaViscount”




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	NHC/Helius 
	PoNS Portable
      Neurostimulation Device – Additional Activities 


Standard Business Terms and Conditions 

Agreement. A purchase order referencing the Proposal ID
# and Revision level or a signed copy of the Proposal will signify acceptance of
these terms and form an agreement between your company and Ximedica. 

Project Cost Estimates. XIMEDICA’S estimate of project
costs and schedules is based on the scope and schedule of the project as
mutually agreed. Project costs and schedules outlined in a specific proposal are
valid for 30 days from the date of the proposal. If CLIENT’S approval process
extends beyond this period, XIMEDICA reserves the right to review the estimated
costs and schedule, and make revisions to them if necessary. 

Adjustments may also be necessary as a result of changes in
project scope and/or delays initiated by CLIENT. XIMEDICA assumes no
responsibility for the impact on cost and/or schedule resulting from these and
other circumstances beyond XIMEDICA’S control. If changes in this project are
made that result in an increase in XIMEDICA’S time and expenses, XIMEDICA will
notify CLIENT for CLIENT’S approval. 

Any additional services, travel, expenses, meetings and/or
conferences requested by CLIENT which are not identified in the approved project
proposal will be considered an additional expense and will be billed
accordingly. 

Payment for Work. Upon proposal acceptance, a prepayment
equal to the estimated average amount to be billed on a monthly basis through
the course of the project must be forwarded to XIMEDICA. This deposit will be
applied to the final payment due for project services rendered. 

Invoices are issued monthly for work in progress and will
include amounts for billable time, plus out-of-pocket and other expenses
incurred during that period. All out-of-pocket and other project-related
expenses (except billable time) will be invoiced at cost plus 15% margin to
cover administration and handling. Invoices may not correspond to a particular
phase completion date. 

Amounts do not include applicable federal, state, or local
taxes. These will be applied where appropriate and will be CLIENT’S
responsibility. Payment terms are net 30 days from the date of the invoice. A
service fee of 1.5% per month will be added to all accounts more than 45 days
past due, and CLIENT is responsible for all collection and attorneys’ fees and
costs required to collect unpaid amounts. 

Project Cancellation CLIENT may cancel a project at any
time, provided that XIMEDICA receive written notice at least 90 days prior to
the intended date of cancellation. XIMEDICA will be entitled to payment for work
delivered, and billable work in progress, plus expenses, through the date of
cancellation. Notwithstanding termination of the project, the following
provisions will survive: Payment for Work, Ownership of Work, Confidentiality,
Claims, Disclaimer, and Limitation of Liability. 

Ownership of Work. The results of the project for which
XIMEDICA has been contracted will be delivered to and become CLIENT’S property
upon payment in full of CLIENT’S outstanding balance for services and expenses.
This project work includes all reports, designs, information, inventions, trade
secrets, hardware, software, and other work product (“Project Work”) developed
for the CLIENT, and all intellectual property rights embodied in or related to
the Project Work. Unless otherwise set forth in the quotation, XIMEDICA hereby
grants to CLIENT a worldwide, perpetual, royalty-free, non-exclusive license to
any intellectual property owned XIMEDICA contained in any project work or other
work product delivered to CLIENT in connection with the Project Work. 

Client Responsibilities CLIENT is fully responsible for
the accuracy, content, validation and testing of the Project Work, for ensuring
that the Project Work does not infringe on the intellectual property rights of
any third parties, and for securing patent protection if appropriate. 

Confidentiality Both parties agree to hold in confidence
any confidential information disclosed by the other party, including but not
limited to, trade secrets, proprietary, technical, developmental, operating,
financial, performance, cost, know-how, process, client and prospect
information, and all samples, models, reports, tables, data and prototypes
containing or disclosing such information, that is (a) marked or accompanied by
documents clearly and conspicuously designating the information as
“confidential” or the equivalent, or (b) identified by the disclosing party in
writing as confidential before, during or promptly after the disclosure
(“Confidential Information”). Confidential Information shall only be used by the
recipient for the purposes of this proposal, and XIMEDICA will ensure that its
subcontractors are directed accordingly. Both parties warrant that they have the
rights to any property or confidential information disclosed to the other.
Confidential Information does not include information: (a) generally available
to or known to the public, (b) previously known to the recipient, (c)
independently developed by the recipient outside the scope of this Agreement,
(d) lawfully disclosed by a third party, or (e) disclosed pursuant to a court
order. 

Claims. CLIENT agrees to indemnify and hold harmless
XIMEDICA and its subcontractors for any damages, costs, or losses that are
suffered as a result of any claim arising directly or indirectly out of the
services performed or materials provided by XIMEDICA to CLIENT in connection
with this project, including but not limited to product liability and
intellectual property claims by third parties, except in the case of knowing
infringement or misappropriation of third party intellectual property by
XIMEDICA. This obligation is conditioned on XIMEDICA providing CLIENT with (i)
prompt notice of a claim, (ii) reasonable cooperation in any defense of the
claim, and (iii) the right to control the defense and settlement of the claim.


Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, XIMEDICA MAKES NO WARRANTIES OR REPRESENTATIONS IN CONNECTION WITH THIS AGREEMENT AND DISCLAIMS
ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, QUALITY,
FITNESS FOR PARTICULAR PURPOSE OR USE, TITLE, AND NONINFRINGEMENT, AND ANY
WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR
TRADE. CLIENT ACKNOWLEDGES THAT SERVICES ARE PROVIDED ON AN “AS IS” BASIS. 

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	PoNS Portable
      Neurostimulation Device – Additional Activities 


Limitation of Liability. IN NO EVENT SHALL XIMEDICA BE
LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES
RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE
NATURE OF THE CLAIM, EVEN IF XIMEDICA HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE TOTAL LIABILITY OF XIMEDICA FOR DAMAGES UNDER THIS AGREEMENT
WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER BY CLIENT TO XIMEDICA
FOR THE SERVICES RENDERED THAT GIVES RISE TO THE LIABILITY. 

These terms and conditions supersede any terms and conditions
  appearing on CLIENT’S purchase orders or associated documents. Work will not
  begin on any project until this document has been read and agreed by
  representatives of XIMEDICA and CLIENT, and a commitment to commence the project
  has been made in the form of a purchase order referencing the proposal or a
  signed copy of the proposal. No modification to this project proposal will be
  binding on XIMEDICA unless in writing and signed by a duly authorized
representative of XIMEDICA and the CLIENT. 

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