Exhibit 10.24


 


development
collaboration and intellectual properTy AGREEMENT


 


This development
collaboration and intellectual properTy AGREEMENT (“Agreement”) is made as of December 18, 2012
(the “Effective Date”) by and between Aerosonic Corporation, a Delaware corporation (“Aerosonic”)
and LG CNS Co., Ltd., a corporation (“LG CNS”). Aerosonic and LG CNS are collectively referred to herein as
the “Parties” and each individually as a “Party.”


 


Background


 


LG CNS desires to develop an electronic
flight instrumentation system (“EFIS”). Aerosonic has developed an EFIS with characteristics similar to the
requirements of the proposed LG CNS system (the “LG CNS EFIS”). Subject to the conditions set forth in this
Agreement, Aerosonic desires to sell to LG CNS, and LG CNS desires to purchase from Aerosonic, the EFIS Technology to assist with
LG CNS’s development of the LG CNS EFIS.


 


As set forth in this Agreement, Aerosonic
has also agreed to provide certain services to LG CNS related to the development of the LG CNS EFIS.


 


Agreement


 


The Parties agree as follows:


 


Development
Collaboration Services.


 


Initial
Support for the Development of LG CNS EFIS. Aerosonic will support development of the
LG CNS EFIS with one (1) engineering representative of mutually agreed qualifications at LG CNS’s office located at Seoul,
Korea for a twelve (12) month period, which will begin on a mutually agreed date, not before the Transfer Date (as defined below).
The person assigned to this role may change over the course of the year based on mutual agreement of qualifications and project
requirements or circumstances impacting the assigned individuals. This engineering representative’s compensation and expenses
(to the and on the conditions determined by Aerosonic) will be the responsibility of Aerosonic. This engineering representative
will work at the direction of LG CNS in support of activities relating to and appropriate to the development of the LG CNS EFIS.


 


Additional
Support Services; Statements of Work.
Aerosonic will supply such additional support as may be requested on a time and materials basis pursuant to Statements of Work
entered into as set forth in this Section 1.2. No Statement of Work shall be effective unless signed by duly authorized
representatives of both parties. Each Statement of Work shall contain a detailed description of the content, requirements, schedule,
hours of the services to be provided and other relevant details. Unless a Statement of Work expressly states otherwise, all services
shall be provided at a fixed rate per hour of $195.00 US, and all materials provided at factory cost plus 10%. Aerosonic shall
invoice LG CNS for all amounts due in connection with the services in accordance with Aerosonic’s customary business practices.
LG CNS shall pay all invoiced amounts within thirty (30) days after receipt of the invoice for such amounts, unless an earlier
due date for such amounts is stated in the applicable Statement of Work. All amounts due for services provided under this Agreement
are exclusive of taxes and LG CNS shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties
and charges of any kind imposed by any federal, state, local or foreign governmental entity on any amounts payable by LG CNS under
this Agreement. LG CNS shall be solely responsible for ensuring that the LG CNS EFIS and all related activities, including without
limitation, the services provided to LG CNS by Aerosonic, are in compliance with all applicable laws, regulations, governmental
requirements and permitting requirements. 


 


Future
Marketing Collaboration. The Parties agree to use reasonable efforts to negotiate a
future Sales and Marketing Collaboration Agreement pursuant to which Aerosonic will cooperate with LG CNS on efforts to secure
business opportunities, including, but not limited to, LAH / LCH and KFX programs, on the terms and conditions specified in such
agreement. These opportunities will include all products offered by the parties, whether currently existing or developed in the
future.


 




    	 



    	 



    

 


 


Quotation
for System Integration Lab. The Parties have agreed on a quotation and plans for the development of a System Integration
Lab (“SIL”) by Aerosonic for LG CNS. Any development of a SIL shall be subject to the negotiation and execution
of a definitive agreement between the Parties and the costs shall be in addition to and separate from any payment due under the
this Agreement.


 


Transfer
of EFIS Technology; License Grant to Aerosonic.


 


Purchase
and Sale of EFIS Technology. Effective as of the Transfer Date and subject to Aerosonic’s
receipt of the Transfer Payment (as defined below), Aerosonic hereby sells, transfers, conveys, assigns and delivers to LG CNS,
and LG CNS hereby purchases and acquires from Aerosonic the software and other technology described on Exhibit
A attached to this Agreement, as well as the Intellectual Property Rights (as defined on Exhibit
A) embodied therein (collectively, the “EFIS Technology”). The transfer of the EFIS Technology shall
be effective on the date (the “Transfer Date”) that LG CNS pays to Aerosonic the Transfer Payment in immediately
available funds. LG CNS will not acquire any right, title or interest in or to the EFIS Technology unless and until the Transfer
Payment has been received by Aerosonic. Unless Aerosonic agrees in writing otherwise, the Transfer Date may not occur later than
January 25, 2013. 


 


Purchase
Price. The purchase price for the EFIS Technology shall be $2,300,000 (the “Purchase
Price”), which shall be payable by LG CNS to Aerosonic in accordance to the following schedule plus $200,000 for one
year of Engineering services and support payable in accordance with the following schedule:


 


$200,000 upon execution of this Agreement (the
“Engineering services and support Payment”);


 


$1,553,000 on or before January 25, 2013 (the
“Transfer Payment”);


 


$500,000 on January 25, 2016 (the “First
Deferred Payment”); and


 


$247,000 on January 25, 2017 (the “Second
Deferred Payment” and together with the First Deferred Payment, the “Deferred Payments”).


 


The Purchase Price shall be deemed fully
earned and payable to Aerosonic as of the Effective Date. All payments made by LG CNS to Aerosonic in accordance with this Section
3.2 shall be made in United States dollars in immediately available funds. Aerosonic shall be entitled to recover interest,
which shall accrue at a rate of 10% per annum, on all amounts not paid when due in accordance with the above schedule. The Closing
Payment is not refundable. The Transfer Payment and the Deferred Payments are not contingent on any circumstances, including diligence
or performance of the Acquired Technology. On the Transfer Date, LG CNS shall cause a financial institution reasonably acceptable
to Aerosonic to issue a payment (guarantee) bond  of a face amount equal to the first Deferred Payment of $500,000 naming
Aerosonic as beneficiary, pursuant to which Aerosonic will be permitted to draw down the amount of the Deferred Payment on the
date listed above on which such Deferred Payment is due. On or before January 25, 2016 LG CNS shall cause a financial institution
reasonably acceptable to Aerosonic to issue a payment guarantee bond of a face amount equal to the second Deferred Payment of $247,000
naming Aerosonic as beneficiary, pursuant to which Aerosonic will be permitted to draw down the amount of the Deferred Payment
on the date listed above on which such Deferred Payment is due.


 


Aerosonic is responsible for paying any and all taxes levied
to


Aerosonic in relation to providing the services defined in this
agreement.


 


Aerosonic acknowledges that LG CNS will have to withhold 11%
from the total amount of


(b), (c), (d) invoice related to National TAX Service for the
duration of the agreement.


(Aerosonic need to submit "Application for Entitlement
to Reduced Tax Rate" documents)


 




    	 



    	 



    

 


 


Grant
of License. Effective upon the Transfer Date and without the requirement of further
action by either of the Parties, LG CNS hereby grants to Aerosonic and Aerosonic hereby accepts the grant of a non-exclusive, worldwide,
fully paid, royalty-free, perpetual, transferable and irrevocable right and license (the “Contingent License”)
to use (with the right to sublicense) the EFIS Technology for future development of Stand by EFIS,
including Aerosonic’s OASIS product and derivatives of the OASIS product. Any modifications to, derivative works
of, or enhancements to the EFIS Technology created by or on behalf of Aerosonic pursuant to and within the scope of the Contingent
License, shall be owned by Aerosonic.


 


Representations
and Warranties.


 


Representations
and Warranties by Aerosonic. Aerosonic represents and warrants to LG CNS as follows:


 


Aerosonic has the right, power and
authority to enter into this Agreement and to carry out its obligations hereunder with full power and authority to conduct its
business as it is being conducted, to own or use its assets.


 


Aerosonic is a corporation duly organized,
validly existing and in good standing under the laws in the jurisdiction in which it is organized, and is duly qualified to do
business as a foreign entity and is in good standing under the laws of each other jurisdiction that requires such qualification.


 


This Agreement constitutes the legal,
valid and binding obligations of Aerosonic, enforceable against Aerosonic in accordance with its terms, except as such enforceability
may be limited by bankruptcy laws and other similar laws affecting creditors’ rights generally and by general principles
of equity.


 


The execution, delivery and performance
of this Agreement by Aerosonic has been duly authorized by all necessary corporate action and does not and will not (i) conflict
with, or constitute a breach or default under, its charter documents, any material agreement, contract, commitment or instrument
to which Aerosonic is a party; or (ii) require the consent, approval or authorization of, or notice, declaration, filing or registration
with, any third party or any governmental or regulatory authority.


 


EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE EFIS TECHNOLOGY IS TRANSFERRED TO LG CNS BY AEROSONIC ON AN “AS IS” AND
“WHERE IS” BASIS AND AEROSONIC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
EFIS TECHNOLOGY, ANY SERVICES CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, PERFORMANCE, NON-INFRINGEMENT OR FITNESS OR USEFULNESS FOR A PARTICULAR PURPOSE. 


 


Representations
and Warranties by LG CNS. LG CNS represents and warrants to Aerosonic as follows:


 


LG CNS has the right, power and authority
to enter into this Agreement and to carry out its obligations hereunder and to carry out its obligations hereunder with full power
and authority to conduct its business as it is being conducted, to own or use its assets.


 


LG CNS is a corporation duly organized,
validly existing and in good standing under the laws in the jurisdiction in which it is organized, and is duly qualified to do
business as a foreign entity and is in good standing under the laws of each other jurisdiction that requires such qualification.


 


This Agreement constitutes the legal,
valid and binding obligations of LG CNS, enforceable against LG CNS in accordance with its terms, except as such enforceability
may be limited by bankruptcy laws and other similar laws affecting creditors’ rights generally and by general principles
of equity.


 




    	 



    	 



    

 


 


The execution, delivery and performance
of this Agreement by Aerosonic has been duly authorized by all necessary corporate action and does not and will not (i) conflict
with, or constitute a breach or default under, its charter documents, any material agreement, contract, commitment or instrument
to which Aerosonic is a party; or (ii) require the consent, approval or authorization of, or notice, declaration, filing or registration
with, any third party or any governmental or regulatory authority.


 


Term
and Termination.


 


Term.
The term of this Agreement shall commence on the Effective Date and continue in full force and effect for four (4) years (the “Term”),
unless earlier terminated upon mutual agreement of the Parties or pursuant to the terms of this Agreement. 


 


Termination
by Either Party. Either Party shall have the right to terminate this Agreement, prior
to the expiration of the Term, upon the occurrence of any one or more of the following: 


 


The breach or default by the other
Party of any of the terms, obligations, covenants, representations or warranties under this Agreement, which breach or default
is not cured within thirty (30) days after written notice; provided, there shall be no cure period for an incurable breach or default.


 


The other party is declared insolvent
or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed or any proceeding is demanded by,
for or against the other under any provision of the United States Bankruptcy Code or any amendment thereof.


 


Effect
of Termination. In the event of termination or expiration of this Agreement, this Agreement
shall be void and have no further force effect, except that the terms and provisions of Sections 3.3, 4.1(f) 6,
7, 8, and 10 shall survive indefinitely. Notwithstanding anything to the contrary contained in this Agreement,
no party shall be relieved or released from any monetary liability arising prior to the termination or expiration of this Agreement.


 


Confidentiality.


 


Acknowledgements;
Confidential Information. The Parties acknowledge that, in order to successfully perform
their respective duties hereunder, it is necessary for each Party (the “Disclosing Party”) to entrust the other
Party (the “Receiving Party”) and its employees, officers, directors, agents approved consultants and other
designated representatives (collectively, “Representatives”) with certain valuable proprietary information and
knowledge of certain modes of business operation which are essential to the profitable operation of the Disclosing Party and which
give the Disclosing Party a competitive advantage over other firms pursuing related business activities. “Confidential
Information” shall mean any information exchanged between the Parties which is either: (a) marked confidential; (b) accompanied
by correspondence indicating such information is confidential; or (c) orally disclosed and confirmed in writing as confidential
within forty-five (45) days. Confidential Information shall not include (i) information that was already available to the public
or became so through no fault of the receiving Party; (ii) information that is subsequently disclosed to Receiving Party by a third
Party that has the right to disclose it free of any obligations of confidentiality; and (iii) information that was independently
developed by the Receiving Party without reliance on the Confidential Information of the Disclosing Party. The Receiving Party
and its Representatives shall be entitled to disclose Confidential Information if in the opinion of its legal counsel such disclosure
is required to comply with any law, order, decree or, governmental or regulatory request, in which event the Receiving Party shall
promptly notify the Disclosing Party of the disclosure requirement and, if requested, provide reasonable cooperation to the Disclosing
Party in obtaining a protective order or other confidential treatment to protect the confidentiality of the information to be disclosed.


 




    	 



    	 



    

Use
of Confidential Information. All Confidential Information which the Receiving Party
and its Representatives may obtain from the Disclosing Party (whether or not during the period of this Agreement) shall not, without
the prior written consent of the Disclosing Party, be published, disclosed or made accessible by the Receiving Party or any of
its Representatives to any other person either during or after the termination of this Agreement, or used by it, him or her except
in accordance with the terms of this Agreement or as expressly authorized by the Disclosing Party. The Receiving Party agrees to
protect all Confidential Information of the Disclosing Party in its control or possession using methods at least as stringent as
the Receiving Party uses to protect its own confidential information. Except as may be authorized in advance in writing by the
Disclosing Party, the Receiving Party shall grant access to the Confidential Information only to those Representatives involved
in activities relating to the purpose of this Agreement and the Receiving Party shall require such employees to execute and deliver
to the Receiving Party an agreement containing confidentiality and non-disclosure obligations similar to those contained in this
Agreement. Nothing contained in this Agreement or in any other agreement between the Parties or any Representative shall be deemed
to weaken or waive any rights related to the protection of trade secrets or confidential information that either Party may have
under common law or any applicable statutes or rules. 


 


Return
of Confidential Information. Upon expiration or termination of this Agreement, each
Party will promptly return to the other Party or, with the other Party’s written consent, destroy all Confidential Information
received under this Agreement, and all copies, extracts and other objects or items in which such Confidential Information may be
contained or embodied, and certify in writing to the other Party that it has complied with this requirement. 


 


Non-Solicitation.
During the Term and for a period of two (2) years thereafter, neither Party shall, directly or indirectly through another Person
(other than on behalf of and for the benefit of the other Party), (a) induce or attempt to induce any employee or officer
or independent contractor of the other Party to leave the employ of, or terminate its affiliation with, the other Party, or in
any way interfere with the relationship between the other Party and any such Person, (b) hire or seek any business affiliation
with any person who was an employee or officer or independent contractor of the other Party within one (1) year after such person
ceased to be an officer or employee of the other Party, or (c) induce or attempt to induce any customer, supplier, licensee
or other business relation of the other Party to cease doing business with the other Party, reduce the business that it does with
the other Party or in any way interfere with the relationship between any such customer, supplier, licensee or business relation
and the other Party (including, without limitation, making any negative statements or communications concerning the other Party).


 


Insurance.
Each Party shall maintain customary liability insurance to cover its activities, in scope and amounts which are reasonable,
appropriate and customary for similar companies and activities, and shall provide evidence of such coverage upon request from the
other party. Upon request from Aerosonic, LG CNS shall include Aerosonic as an additional insured party under its insurance policies.


 


Miscellaneous.



 


Time
of the Essence. Time is of the essence to each provision of this Agreement and each
performance required thereby.


 


Dispute
Resolution. All disputes, controversies, claims, questions or differences arising between
the Parties in relation to this Agreement, or for breach thereof, which cannot be settled amicably through mutual consultation
between the Parties within sixty (60) days of initial written request by either Party, shall be finally settled by binding arbitration
in Clearwater, Florida pursuant to the rules of the American Arbitration Association (“AAA”). This Agreement
shall control for any conflict between this Agreement and the rules of the AAA. Judgment upon the award of the arbitrators may
be entered in any court having competent jurisdiction according to Section 10.3. All costs associated with such arbitration
shall be equally borne by the Parties, unless otherwise awarded at the discretion of the arbitrator. The arbitrator shall also
have discretion to award the prevailing Party its reasonable attorneys’ fees and costs. Nothing in this Section 9.2
shall prohibit a Party from instituting judicial proceedings (in accordance with Section 9.3) to (a) compel arbitration
or mediation in accordance with this Section 9.2, (b) obtain orders to require witnesses to obey subpoenas issued by the
Arbitrator or as may otherwise be necessary to facilitate the arbitration proceedings or (c) seek injunctive relief, specific performance
or other equitable relief.


 




    	 



    	 



    

 


 


Governing
Law; Jurisdiction and Venue. This Agreement shall be construed under and interpreted
under the Laws of the State of New York, USA, except that questions affecting the construction and effect of any patent shall be
determined by the national law of the country in which the patent has been granted. All disputes not settled under Section 9.3
and arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the New York State Courts (or,
if there is federal jurisdiction, the appropriate United States District Court for the New York, NY geographic area) and the Parties
consent to the personal and exclusive jurisdiction of these courts. Process in any such action or proceeding may be served on any
Party anywhere in the world, including by sending or delivering a copy of the process to the Party to be served at the address
and in the manner provided for the giving of notices in Section 9.5. Nothing in this Section 9.3 will affect the
right of any party to serve legal process in any other manner permitted by law or at equity.


 


Administration.
Each Party will designate one or more individuals to manage this Agreement and ensure compliance with this Agreement. Each Party
shall provide notice to the other Party informing the other Party of the designated individuals. Each Party may change such designated
individuals upon notice to the other Party.


 


Notices.
Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been
given at the earlier of the time when actually received as a consequence of any effective method of delivery, including but not
limited to hand delivery, or delivery by a professional courier service, or the time when sent by certified or registered mail
addressed to the Party for whom intended at the address below. Either Party may change the address(es) given below or elsewhere
in this Agreement at any time by providing the other Party with written notice in accordance with this Section 9.5 at the
address for the other Party specified below, or as subsequently modified.


 


If to AEROSONIC:


 


Aerosonic Corporation


1212   Hercules Ave.


Clearwater, FL 33765


Attention: Mark Perkins


 


With
a copy (which shall not constitute notice) to:


 


Hill, Ward & Henderson, P.A.


101 East Kennedy Boulevard, Suite 3700


Tampa, Florida 33602

Attention: David S. Felman

E-mail: dfelman@hwhlaw.com


 


If to LG CNS:


 


LG CNS Co., Ltd.


20F, Prime Tower #10-1


Hoehyeon-dong,2-ga


Jung-gu, Seoul, 100-725, Korea


Attention: Chong Jae Park


 


Integration.
This Agreement (and any subsequent Statements of Work) constitutes the full understanding between the Parties with reference to
the subject matter hereof, and no statements or agreements by or between the Parties, whether orally or in writing, made prior
to or at the signing hereof (including without limitation the Memorandum of Understanding dated as of October 12, 2012, between
the Parties), shall vary or modify the written terms of this Agreement.


 




    	 



    	 



    

 


 


Amendments.
No amendment or modification hereof shall be valid or binding upon the Parties unless made in writing and signed on behalf of each
Party by an authorized representative.


 


Assignment.
Neither Party shall assign nor otherwise transfer, whether directly or indirectly, in whole or in part this Agreement, voluntarily,
involuntarily or by any other means (except by operation of law including any merger or consolidation, substantial change in ownership
or control of business wherein such assignment or transfer may be freely made), without the prior written consent of the other
Party. This Agreement shall bind the Parties, their successors and their permitted assigns.


 


Advice
of Counsel. Aerosonic and LG CNS have each consulted counsel of their choice regarding
this Agreement, and each acknowledges and agrees that this Agreement shall not be deemed to have been drafted by one Party or another,
and that normal rules of construction, to the effect that ambiguities are to be resolved against the drafting Party, shall not
apply to this Agreement or to any amendments, modifications or exhibits to this Agreement. Without limiting the foregoing, the
provisions herein regarding limitation of liability, damages and warranties allocate the risks of this Agreement between the parties.
This allocation is reflected in the economic terms of this Agreement and is an essential element of the basis of the bargain between
the parties.


 


Severability.
If any provisions of this Agreement are or shall come into conflict with the laws or regulations of any jurisdiction or any governmental
entity having jurisdiction over the Parties or this Agreement, those provisions shall be deemed automatically deleted, if such
deletion is allowed by relevant law, and the remaining terms and conditions of this Agreement shall remain in full force and effect.
If such a deletion is not so allowed or if such a deletion leaves terms thereby made clearly illogical or inappropriate in effect,
the Parties agree to substitute new terms as similar in effect to the present terms of this Agreement as may be allowed under the
applicable laws and regulations.


 


Independent
Contractors. The relationship of the Parties
established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any other
relationship between Aerosonic and LG CNS. Neither Party shall have any right, power or authority to assume, create or incur any
expense, liability or obligation, express or implied, on behalf of the other Parties.


 


Force
Majeure. In the event either Party hereto is prevented from or delayed in the performance
of any of its obligations hereunder by reason of acts of God, war, strikes, riots, storms, fires, or any other cause whatsoever
beyond the reasonable control of the Party, the Party so prevented or delayed shall be excused from the performance of any such
obligation to the extent and during the period of such prevention or delay.


 


Waiver.
No failure or delay by a Party in exercising any of its rights or remedies hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or remedy preclude any other or further exercise thereof of any other right or
remedy. The rights and remedies of the Parties provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.


 


Headings.
Headings included herein are for convenience only, do not form a part of this Agreement and shall not be used in any way to construe
or interpret this Agreement.


 


Counterparts
and Execution. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but both of which together shall constitute one and the same instrument. Signatures transmitted by facsimile,
PDF or other electronic means by authorized agents of either Party of this Agreement shall be considered as having the same effect
as original signatures.


 


Public
Announcements. Neither Party shall make any public announcement of, or otherwise disclose
to a third party, the existence of this Agreement, the terms and conditions set forth in this Agreement or any matters relating
to this Agreement, except as mutually agreed in writing or as required by disclosure obligations arising under law.








 


Currency.
All payments required under this Agreement or any Statement of Work must be made in United States Dollars. 


 






    	 



    	 



    

 


No
Third Party Beneficiaries. The terms of this Agreement are intended solely for the
benefit of each of the Parties, and their successors and permitted assigns and it is not the intention of the Parties to confer
third-party beneficiary rights upon any other person.


 


[The remainder of the page is intentionally
blank; Signatures follow on next page]


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the date written above.


 


 


	 	AEROSONIC CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: Mark Perkins
	 	 	Title: Executive Vice President
	 	 	 
	 	LG CNS CO., LTD.
	 	 	 
	 	By:	 
	 	 	Name: Chong Jae Park
	 	 	Title: Derector, Defense Business


 




    	 



    	 



    

 


Exhibit A

EFIS Technology


 


EFIS Technology:


 


Software:  Aerosonic will provide source code for the v:T4.3.05
version of “Experimental” code including all relevant drivers and graphics libraries.


 


Mechanical: Aerosonic will provide Solidworks 3D models and
Bills of Material  of the Gen 2 hardware configuration for the 9.4 Landscape display configuration that exist at the time
of the transfer.


 


Hardware: Aerosonic will deliver Gen1 hardware and Gen2 hardware
prototypes as the exist today.


 


Electrical: Aerosonic will provide schematics, layout drawings,
Gerber files and parts lists for the Gen 2, 9.4 Landscape configuration that exists at the time of the transfer.


 


Documents: Aerosonic will deliver the following Software Life
Cycle (SLC) Documents defined for the Gen 2 hardware and “Certified” (version T4.3.05 with reduced functionality) of
the software at the level of revision that exists at the time of the transfer:


 


Plan for Software Aspects of Certification*


Software Development Plan*


Software Verification Plan*


Software Configuration Management Plan*


Software Quality Assurance Plan*


Software Requirements Standard


Software Coding Standards


Software Requirements Document


Software Design Document – Core Library


Hardware Requirements Document (Preliminary)


Interface Control Document (Visio Only)*


Traceability Matrix (Draft Only)


Software Build Procedure


Gen 1 Acceptance Test Procedure


Marketing Requirements Document


System Requirements Document*


Software design Description


 


* Will be provided at the time of contract signing and payment
as described in Section 3.2 a.


 


The balance of documents will not be delivered
until formal IP Transfer and receipt of payment as described in Section 3.2 b.


 


“Intellectual Property Rights” means (a)
patents, patent disclosures and inventions (whether patentable or not); (b) copyrights and copyrightable works (including computer
programs), mask works and rights in data and databases; (c) trade secrets, know-how and other confidential information; and (d)
all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and
renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law
in any jurisdiction throughout the world; provided that, Intellectual Property Rights shall not include trademarks, service
marks, trade dress, logos, trade names, corporate names or other similar indicia of origin.