Blueprint





 











 Exhibit
10.18



 



MASTER SERVICES AGREEMENT


 


AGREEMENT,
made and entered into this __24th__
day of _October,
2017 (the “EFFECTIVE DATE”), by and between CRITECH
RESEARCH, INC., a Michigan corporation, whose address is 1705
Woodland Drive East, Suite 100, Saline, Michigan 48176
(“CRITECH”), and ENDRA Life Sciences, whose address is
3600 Green Court, Suite 350, Ann Arbor, MI 48105
(“CLIENT”).


 


RECITALS:


 



A.            

CLIENT desires to
retain CRITECH to perform services on its behalf.






 



B.            

CRITECH is engaged
in the business of developing computer programs that have medical
applications and has agreed to assist CLIENT, upon the terms and
conditions set forth in this Agreement.






 


NOW,
THEREFORE, the parties agree as follows:


 



1.            

Scope of Work. CLIENT may issue mutually
acceptable PROJECT ASSIGNMENTS to CRITECH in the form attached to
this Agreement as Exhibit A (“PROJECT ASSIGNMENT”).
Subject to the terms of this Agreement and to CLIENT fulfilling its
performance obligations under any PROJECT ASSIGNMENT, CRITECH will
use commercially reasonable efforts in rendering the services set
forth in the PROJECT ASSIGNMENT(S) by the completion dates set
forth therein.






 



2.            

Compensation. CLIENT will pay CRITECH
the mutually agreed upon fee set forth in each PROJECT ASSIGNMENT
for services rendered pursuant to this Agreement. CRITECH will
charge CLIENT for reimbursable costs, including any travel and
material expenses, which are expressly provided for in a PROJECT
ASSIGNMENT or which have been approved in advance in writing by an
authorized CLIENT representative.






 


All
charges for personnel time shall be on a straight time basis,
regardless of the number of hours worked by any employee on any one
day or during any one week, and regardless of the day on which
services are performed. CRITECH shall invoice CLIENT monthly for
work performed and reimbursable expenses under the PROJECT
ASSIGNMENT(S). CLIENT shall pay that invoice on a NET 15
basis.


 



3.            

Term. This Agreement is effective as of
the Effective Date set forth above and will remain in effect for an
indefinite term until terminated as set forth below. CRITECH shall
begin performing services under this Agreement when the first
mutually agreeable PROJECT ASSIGNMENT is executed.






 



4.            

CLIENT’s Efforts. In connection
with any PROJECT ASSIGNMENT(S) accepted by CRITECH, CLIENT agrees
to reasonably cause; (i) CLIENT’s appropriate engineers and
other personnel to interface with CRITECH’s engineers and
personnel as anticipated in the PROJECT ASSIGNMENT and as
reasonably necessary to enable CRITECH to perform its duties under
this Agreement; (ii) access to be given to CRITECH to all relevant
written documentation and source code pertaining to the product and
its software; (iii) the availability of appropriate meeting areas;
and (iv) the availability of appropriate work areas (including desk
and telephone access) for CRITECH’s engineering efforts that
are to occur on site at CLIENT’s premises.






 



5.            

Termination. Either party may terminate
this Agreement at any time for any reason upon written, fifteen
(15) day notice to the other party. After receiving a notice of
early termination, CRITECH shall invoice CLIENT for all services
performed and reimbursable expenses incurred through the effective
date of termination (including the notice period) and CLIENT shall
pay that invoice on a NET 15 basis. CRITECH will use reasonable
efforts to minimize the amount of any work performed or expenses
incurred after receiving a notice of early termination. Upon any
termination of this Agreement, CRITECH shall assist, at
CLIENT’S request and expense, with the transfer of the
PROJECT ASSIGNMENT(S) to another party in order to minimize any
delay caused by such termination.






 


CRITECH
reserves the right to suspend the performance of services if CLIENT
defaults in making any of the payments due to CRITECH under this
Agreement.


 



6.            

Title. CLIENT shall be the sole owner of
the work products and deliverables produced specifically for CLIENT
under this Agreement, including source code, resulting object code,
and documentation (“DELIVERABLES”). All DELIVERABLES
shall be considered work made for hire, as defined in 17 U.S.C.
§101. To the extent that any of the DELIVERABLES do not
constitute a work made for hire, CRITECH hereby irrevocably assigns
to CLIENT, without additional consideration, all right, title, and
interest in and to the DELIVERABLES, including all intellectual
property rights therein. CRITECH shall execute any additional
documentation as CLIENT may reasonably request, and at
CLIENT’s expense, to confirm CLIENT's sole ownership of the
work products and deliverables. Any intellectual property developed
or created by CRITECH, prior to the EFFECTIVE DATE
(“PRE-EXISTING IP”), shall remain the property of
CRITECH and with respect to which, CRITECH hereby grants to CLIENT
a nonexclusive, perpetual, irrevocable, royalty-free,
sublicensable, transferable, and worldwide license to use ,
perform, display, execute, reproduce, distribute, transmit, modify
(including to create derivative works), import, make, have made,
sell, offer to sell and otherwise exploit such PRE-EXISTING IP
 to the extent
incorporated in, combined with, or otherwise necessary for the use
of the DELIVERABLES. Subject only to the foregoing license, all
rights, title and interest in and to the PRE-EXISTING IP shall
remain vested in CRITECH.






 



 

1







 






 


CRITECH
agrees to notify CLIENT and to receive advance approval in writing
from CLIENT for the incorporation of PRE-EXISTING IP into
DELIVERABLES.


 



7.            

Warranties. CRITECH represents and
warrants to CLIENT that CRITECH will be the sole author of any
software developed under this Agreement. All work on software will
either be CRITECH's original work or will include the work of
others which has been lawfully obtained by CRITECH and legitimately
transferred to CLIENT. None of such work shall infringe upon a
valid United States Patent or Copyright. BECAUSE OF THE LIMITED NATURE OF CRITECH'S
SERVICES HEREUNDER, CRITECH DISCLAIMS ALL OTHER WARRANTIES
REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Following verification, validation and acceptance testing by
CRITECH of work product and deliverables under this Agreement and
ENDRA’s review of such testing results and acceptance
thereof, CLIENT shall be responsible for performing system
integration of the work products and deliverables. CLIENT shall be
solely responsible for the performance of the work products and
deliverables following delivery and CLIENT’S acceptance
thereof. Each party shall indemnify, defend and hold the other
party harmless with respect to any successfully asserted third
party claim, demand, cause of action, debt or liability to the
extent that such claim arises out of its own (i) grossly negligent
acts; (ii) grossly negligent omissions, (iii) willful misconduct,
(iv) breach of any provision of this Agreement or (v) violation of
law.






 



8.            

Limitation of Liability. CRITECH SHALL NOT BE RESPONSIBLE TO CLIENT FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS THAT MAY
ARISE OUT OF THIS AGREEMENT OR ANY ALLEGED FAILURE BY CRITECH TO
PERFORM ITS DUTIES UNDER THIS AGREEMENT EVEN IF CRITECH
WERE MADE AWARE OF THE POSSIBILITY
OF SUCH DAMAGES. CRITECH’S LIABILITY FOR DAMAGES UNDER
THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF THE ACTUAL DAMAGES
SUFFERED BY CLIENT OR THE TOTAL AMOUNT PAID TO CRITECH HEREUNDER
FOR THE PROJECT ASSIGNMENT. No action, except for a claim
for indemnity by CRITECH under Section 7 hereof, may be brought by
one party against the other with regard to services performed by
CRITECH under this Agreement more than two (2) years after the
earlier of the effective date of termination of this Agreement or
the completion date of the PROJECT ASSIGNMENT out of which that
action arises.






 



9.            

Non-Disclosure. The terms of the
Non-Disclosure/Confidentiality Agreement executed by CRITECH and by
CLIENT on _4 August 2017_ shall remain in effect following the
execution of this Agreement.






 



10.            

CLIENT Property. Neither CRITECH nor any
person shall use for their benefit, or for the benefit of any
person or entity other than CLIENT, any information, data,
equipment or supplies that are the property of CLIENT.






 



11.            

Independent Contractor. The relationship
of the parties shall be that of principal and independent
contractor. The parties intend no employment, joint venture or
agency relationship to result from their entry into and performance
of services under this Agreement. Neither party shall have the
authority to bind or obligate the other in any manner whatsoever.
Neither party shall be responsible for an act or omission of the
other or any employee of the other. CRITECH shall be responsible
for reporting and paying all taxes that are due by it with regard
to compensation received by it pursuant to this Agreement. CRITECH
shall also be solely responsible for providing the facilities from
which its services will be performed and for bearing all expenses
associated with the performance of its service, except for
obtaining reimbursement of those expenses described as
"reimbursable expenses" in the PROJECT ASSIGNMENT(S). Any
reimbursement will not exceed amounts allocated for such expenses
on CLIENT‘s PROJECT ASSIGNMENT(S). CRITECH shall be solely
responsible for compensating and supervising its employees and
agents, CRITECH shall maintain in effect such written agreements
with its employees, agents and contractors as necessary for CRITECH
to comply with the provisions of this Agreement.






 



12.            

Default. A party shall be in default
under this Agreement if it does not cure any breach or failure of
performance within thirty (30) days after receiving written notice
of default from the non-defaulting party. Any such written notice
shall describe the condition of default in reasonable
detail.






 



13.            

Survival of Covenants. In the event that
CRITECH sells its medical software development business or
otherwise transfers, reorganizes or restructures that portion of
its business that pertains to the development of medical software,
CRITECH shall transfer to the person or entity that acquires
CRITECH's medical software development business all of CRITECH's
rights, obligations and benefits under this Agreement. Any such
transfer shall be effective only upon the prior written consent of
CLIENT. After effecting such a transfer, CRITECH shall cooperate
with CLIENT and the transferee in assuring a smooth transition in
the performance of services under this Agreement, all with a view
toward causing the services to be completed within the time frame
and in accordance with the PROJECT ASSIGNMENT(S).






 



14.            

Confidential Information. The terms of
this Section 14 are of a continuing nature and shall survive the
termination of this Agreement in perpetuity except as provided
herein. Each party acknowledges that in the course of performance
of its respective obligations under this Agreement, it may obtain
Confidential Information of the other party or its affiliates. Each
party agrees, for itself and on behalf of its personnel, directors,
agents and advisors, that Confidential Information will remain the
property of and be returned to the disclosing party (along with all
copies thereof) within thirty (30) days of the termination of the
Agreement, and to hold in confidence and to not disclose to any
third party any Confidential Information; provided that the
recipient of such information shall have no confidentiality
obligation to the extent that the disclosed information is (or
becomes):






 


(a)           published
by a third party in generally available media other than as a
result of the improper action of a receiving Party;


 


(b)           generally
available to the public other than as a result of the improper
action of a receiving Party;


 



 

2







 






 


(c)           known
from a source independent of any confidentiality restrictions;
or


 


(d)           developed
independently by a receiving Party without reliance upon the other
Party’s Confidential Information or intellectual property
rights (including, without limitation, any continuing rights to
derivative works), provided that any such claim of independent
development by a receiving Party must be supported by written and
dated records that substantiate such claim of independent
development.


 


For
purposes of this Agreement, “Confidential Information”
shall mean information that is designated by a providing party as
confidential, or that should reasonably be understood by a
receiving party to be confidential or proprietary under the
circumstances, whether or not such information is marked or
identified as “confidential” by the disclosing party.
Confidential Information includes, without exclusion, proprietary
materials, technology, know-how, procedures, processes, protocols,
specifications, strategic plans, designs, systems, software object
code and source code, documentation, sales and marketing plans,
results of testing, customer information, financial information,
product information, proposed business arrangements, methods of
operation and compilations of data.


 



14.            

Employee Non-Solicitation. For so long
as this Agreement is in effect and for two (2) years
thereafter;






 



(a)            

neither party shall
solicit for employment any person who is or who becomes an employee
of the other party at any time that this Agreement is in
effect;







(b)            

neither party shall
induce any employee of the other party to terminate his/her
employment; and







(c)            

neither party shall
solicit for employment any person who was an employee of the other
party for a period of six (6) months following the employee’s
termination of employment with the other party.






 


Notwithstanding
the foregoing, nothing in this Section 14 shall restrict (i) either
party from employing any person who seeks such employment of his
own accord, or (ii) the making of any general, non-targeted
advertisements or solicitations for employment by any
party.


 



15.            

Export. CLIENT shall have the sole right
to control export of the software. CLIENT shall be responsible for
complying with all laws and regulations applicable to any export of
the software.






 



16.            

Notice. Any and all notices, or any
other communication provided for herein, shall be given in writing
by registered or certified mail, return receipt requested, and
shall be addressed to:






 




CLIENT:

Attn.
(NAME/DEPT)








 


CLIENT








 


ADDRESS






 




CRITECH:

Robert J.
Rajewski








 


CriTech
Research, Inc.








 


1705
Woodland Drive East, Suite 100








 


Saline,
MI 48176






 


A
notice shall be effective on the date of receipt.


 



17.            

Benefit. This Agreement shall be binding
upon the parties, and upon their heirs, administrators, executors,
successors and permitted assigns. Further, the parties agree to
execute any additional instruments which may be necessary or proper
to carry out the intents and purposes of this
Agreement.






 



18.            

Entire Agreement. This Agreement
constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes entirely any prior written
or oral agreements.






 



19.            

Modification. No change or modification
of this Agreement shall be valid unless the same is in writing and
signed by all of the parties.






 



 

3







 






 



20.            

Waiver. The failure by a party to this
Agreement to enforce any covenant hereof or to seek any remedy
available hereunder following a noncompliance with or a breach of
this Agreement shall not operate as a waiver of such covenant or
remedy either as to the first or any subsequent noncompliance or
breach.






 



21.            

Headings. The headings contained in this
Agreement have been added for convenience only and shall not be
construed as limiting.






 



22.            

Arbitration; Injunctive Relief.
 Except for the
injunctive relief allowed by the Non-Disclosure/Confidentiality
Agreement referred to in Section 9, and the right to file a third
party action for indemnity or otherwise in a litigation filed by
others, any controversy or claim arising out of, or relating to
this Agreement or the breach hereof, or of the interpretation
hereof, shall be settled by arbitration in accordance with the
Rules of the American Arbitration Association; and judgment on the
award rendered in such arbitration shall be final and may be
entered in any court having jurisdiction thereof. The arbitration
hearing shall take place in Ann Arbor, Michigan. The arbitrator
shall be entitled to award reasonable attorney’s fees and
expenses to the prevailing party. In no event shall the demand for
arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter
in question would be barred by the applicable statute of
limitations except, if a party has filed a court action within the
period allowed by the applicable statute of limitations, that party
may file a demand for arbitration as to some or all of the claims
of that action if requested to do so by the other party or ordered
to do so by a court, and the opposing party may file a demand for
arbitration with respect to some or all of the claims of that
action, as otherwise permitted by law or ordered by a court. This
agreement to arbitrate shall be specifically enforceable under the
prevailing arbitration law.






 



23.            

Invalid Provision. The invalidity or
unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and the invalid or
unenforceable provision shall be given effect to the extent
permitted by law.






 



24.            

Governing Law. The validity, performance
and construction of this Agreement shall be governed by the laws of
the State of Michigan. Jurisdiction and venue for any litigation
that arises out of this Agreement shall be in state courts in
Washtenaw County, Michigan, or in Federal District Court for the
Eastern District of Michigan.






 



25.            

Publicity. Neither Party may issue press
releases or make additional information regarding the business
relationship between the Parties publicly available unless is shall
have first obtained the consent of the other Party.






 


 


IN
WITNESS WHEREOF, the parties have signed this Agreement on the day
and year first above written.


 


 


	

CRITECH RESEARCH,
INC.   

	

 

	
ENDRA LIFE SCIENCES	

 


	
 

	
 

	

 

	

 

	
 

	

 


	
By:

	
/s/
Robert J.
Rajewski 


	

 

	

By:

	
/s/Francois
Michelon

	

 


	
 

	Robert J.
Rajewski	

 

	

 

	Francois
Michelon	

 


	
Its:

	
President     



	

 

	

Its:

	
CEO

	

 


	
Date:

	

24
October 2017


	

 

	

Date:

	
24 October
2017

	

 







 









 

4








 






 



Exhibit A


 


PROJECT
ASSIGNMENTS

 


 




 

5








 





 

 


	

CRITECH RESEARCH INC.  



	


Document


CRI-CCNNN-PA-0100



	


Page
1 of 6


<<Baseline
Date>>




	
 

	
 


	

 




CLIENT


 


<<Project
Name>>


 


Project
Assignment


CriTech
Research, Inc


Copyright ©
2002

  



	

 



Contact


<<AUTHOR>>


CriTech
Research, Inc.


1705
Woodland Drive East, Suite 100


Saline, Michigan
48176


734-668-0005

  



	
Approvals 




	
 CriTech
Research, Inc.

	
 Client


	
 

	
 






 

 




 

6








 







TABLE OF CONTENTS


 


	


EXECUTIVE SUMMARY

	


10


	


PROPOSAL SCOPE

	


11


	


RISKS

	


11


	


FACILITIES/RESOURCES

	


12


	


Revision History

	


13






 

 

 

 




 

7








 





 




EXECUTIVE
SUMMARY

 


CriTech
Research proposes to perform a <<Project Name>> for
CLIENT.


 


CriTech
Research proposes to perform the following tasks using an IEEE
compliant process:


 

 




1.

Description of the
tasks to be performed





 


 


The
effort is estimated to have an N-month duration, with a start date
agreed upon by CriTech Research and CLIENT. The project has an
estimated total cost of $TBD. The estimate includes $TBD for the
cost of travel for one to two engineers monthly to CLIENT for
status and issue meetings.


 


CLIENT
shall provide engineers and domain experts to provide information
during the project in order for CriTech to create the best possible
product.


 


This
proposal is effective for fifteen days from the date on the cover
sheet. After that time, CriTech Research reserves the right to
re-plan and re-quote the activity based upon available
staffing.


 




 

8








 





 




PROPOSAL
SCOPE

 


TASK
DESCRIPTIONS

 


The
“<<Project Name>> - Statement of Work”,
CRI-CCNNN-SOW-0100, dated DD MONTH YYYY, provides a detailed list
of the specific tasks to be performed as part of the
effort.

 


DELIVERABLES

 


The
“<<Project Name>> - Statement of Work”,
CRI-CCNNN-SOW-0100, dated DD MONTH YYYY, provides a detailed list
of the specific deliverables to be developed as part of the
effort.

 


CriTech
Research shall deliver one copy of each of the deliverables.
Further replication of the deliverables shall be the responsibility
of CLIENT. Each of the items will be delivered in hard copy and
electronic copy, where possible.

 


MILESTONES

 


CriTech
Research estimates the following milestones for this
effort:

 


	


Milestone


 

	


Responsibility


 


	

Project
start


 

	

CriTech/Client


 


	

Deliver
PMP


 

	

CriTech


 


	

Status
Reports (weekly)


 

	

CriTech


 


	

Teleconferences
(weekly)


 

	

CriTech/Client


 


	

Project
Deliverables (TBD)


 

	

CriTech


 


	

Project
completed


 

	

CriTech/Client


 






 


CriTech
Research will provide periodic schedule updates and estimates to
complete the effort.

 




LINE
ITEMS

 


CriTech
Research recommends the following line items be placed on the
Purchase Order:


 


	

Line
Item

	

Hours

	

Rates

	

Cost


	

Labor

	
 

	
 

	
 


	

    Software
Engineer

	

   staff-hours

	

$TBD
per hour

	

$
TBD


	

Travel
& Materials

	

N/A

	

At
Cost

	

$
TBD


	

Total

	

TBD
man-hours

	
 

	

                $
TBD







 



 

9







 






 


START
WORK CONDITIONS


CriTech
Research will start work under the following
conditions:


 

 



RISKS

 

 


Initial
risk analysis has been completed for this program. Table 1.0
provides a summary of the technical and schedule risks, which have
been identified at this point in the planning process.

 


	
 

	


Risk Description

	


Possible Causes

	


Preventative Actions

	


Contingency Plans

	


Priority


	
1. 

	

TBD

	

TBD

	

TBD

	

TBD

	

TBD






 



Table 1.0 Risk Summary

 




General
Assumptions

 


The
following assumptions are included in this estimate:

 


CONSTRAINTS

 


TBD

 


FACILITIES/RESOURCES

 

 


CRITECH
RESEARCH

 


CriTech
Research shall provide the following facilities for the duration of
this activity:




1.

TBD





 


CUSTOMER

 


CLIENT
shall provide the following resources for this
activity:




1.

TBD






 




 

10








 





 



Revision
History

 


 


	


VERSION NUMBER

	


DATE

	


WHO

	


COMMENTS


	

CRI-CCNNN-PA-0100

	

DD
MONTH YYYY

	


TBD

	


Original Release


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 






 


 

 


 


 


 




 

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