exv10w1



 





EXHIBIT 10.1




DIGITAL SIGNAGE AGREEMENT (MEIJER NETWORK)




     This DIGITAL SIGNAGE AGREEMENT (the “Agreement”) is made and entered into as of October 11,
2007 (the “Effective Date”), by and between Wireless Ronin Technologies, Inc., a Minnesota
corporation (“WRT”), and NewSight Corporation, a Delaware corporation (“NewSight”).



RECITALS:




     A. WRT develops digital signage networks (each, a “Network”), consisting of (i) all of WRT’s
programs, software, databases, media devices, user materials and all other intellectual property
needed to make a Network fully operational, including, without
limitation, WRT’s RoninCast® digital
signage control software (collectively, the “WRT Technology”) and (ii) display monitors and related
hardware and software purchased by WRT from third party manufacturers according to WRT’s
specifications, and all other parts and supplies needed to make the Network fully operational
(collectively, the “Equipment”), all as more fully described in Exhibit A hereto.



     B. The Networks will be installed at locations set forth on Exhibit A hereto (the
“Installation Sites”).



     C. WRT and NewSight have executed a Statement of Work, dated October ___, 2007 (the “SOW”),
describing the scope of the responsibilities of WRT and its activities in regard to installation of
the Networks at the Installation Sites. The SOW is attached hereto as Exhibit B.



     D. NewSight desires to purchase (as used herein, “purchase” means to buy the Equipment and
license use of the WRT Technology) Networks from WRT for use at the Installation Sites;



     E. WRT desires to develop and install the Networks for NewSight, all on the terms and
conditions set forth in this Agreement.



     F. NewSight desires that WRT provide it with the Networks on the terms and conditions set
forth in this Agreement.



     NOW, THEREFORE, for and in consideration of the Recitals set forth above, the mutual
covenants, undertakings and agreements set forth below, the parties hereby agree as follows:




	1.	 	PURCHASE AND SALE COMMITMENT.





     A. Purchase and Sale. Subject to the terms and conditions set forth below, WRT agrees to
supply, and NewSight agrees to purchase, the Networks for the Installation Sites.



     B. Specifications. Each Network under this Agreement shall be developed according to the
specifications currently defined in the attached Exhibit A and as set forth in the SOW (the
“Network Specifications”). NewSight may change the Network Specifications at its sole discretion
by providing written notice of such change(s) to WRT. Promptly after receipt of notice of
amendment under this section, WRT will notify NewSight if in good faith WRT believes it will be
unable to develop a Network to the amended specifications. Also promptly after receipt of notice
of amendment under this section, WRT will notify NewSight if in good faith the modification
requires a pricing change (increase or reduction) and any impact on delivery and installation
schedules for the Network as a consequence of the proposed changes. Upon NewSight’s written
approval of such changes to pricing or shipping schedules, if any,



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WRT will adhere to the amended specifications and NewSight will adhere to the changes to
pricing and the shipping schedule.




     C. License of WRT Technology. Subject to the provisions of this Agreement, WRT grants to
NewSight and NewSight accepts, effective upon completion of the delivery and installation of each
Network, a limited, personal, nonexclusive, nontransferable, nonassignable, irrevocable,
non-royalty bearing Object Code license to use WRT Technology. “Object Code” shall mean the
binary machine-readable version of WRT Technology. NewSight’s rights in the WRT Technology
pursuant to such license are expressly limited to the use of the WRT Technology by NewSight at
Installation Sites in connection with the Networks. NewSight shall not assign, transfer, or
sublicense the WRT Technology without the prior written consent of WRT.



     D. No Licenses. Except as explicitly provided in Section 1.C of this Agreement, no license
under any patents, copyrights, trademarks, trade secrets, or any other intellectual property
rights, express or implied, are granted by WRT to NewSight under this Agreement.




	2.	 	TERM AND TERMINATION.





     A. Term. The term of this Agreement (the “Term”) shall commence upon the full execution of
this Agreement and shall continue for three (3) years unless earlier terminated as provided
herein, with an automatic 3 year renewal unless written notice is provided by one party to the
other no less that sixty (60) days prior to the end of the term, and thereafter shall continue
unless terminated by either party by 90 days prior written notice to the other party; provided,
however, that upon the occurrence of any material breach of this Agreement which remains uncured
for a period of thirty (30) days following receipt of written notice, the injured party has the
right to terminate this Agreement by providing additional written notice of such termination. The
provisions of Sections 2, 5, 6, 7, 8, 10, and 11 shall survive any termination of this Agreement.



     B. Force Majeure. Neither party shall be deemed to have failed to perform under this
Agreement if that party’s inability to perform was caused by an event or events beyond the
reasonable control of that party (an event of “force majeure”), including, without limitation,
acts of government, acts of God, acts of terrorism, embargoes, fire, flood, explosions, strikes,
labor disputes, vandalism, civil riots, or war. If the performance of either party is affected by
any event of force majeure, each party shall immediately notify in writing the other giving
details of the event. The performance of the party affected by such event of force majeure shall
be suspended only for as long as the event of force majeure and/or its effects on performance
hereunder continue(s), but the parties hereto shall consult and will use their commercially
reasonable efforts to find alternative means of accomplishing such performance which satisfies the
requirements of this Agreement. Immediately upon cessation of the event and its effects on
performance hereunder, the party affected by an event of force majeure shall notify the other
party in writing and shall take steps to recommence or continue the performance that was
suspended.



     C. Certain Rights on Termination. No termination of this Agreement shall release or relieve
either party from the obligation to make payment of all amounts then due and



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payable. Additionally, for all Networks to be delivered after the effective date of
termination of this Agreement, NewSight shall be responsible for the purchase price for any
Equipment ordered by WRT with respect to such Networks, to be paid to WRT within 5 business days
following termination. Within 10 days following any termination of this Agreement, NewSight shall
be able to return any unused Equipment to WRT for a restocking charge as set forth in the SOW
payable by NewSight together with any freight and labor charges incurred by WRT with respect to
such Equipment.





	3.	 	PRICING.





     A. Network Price and Installation Price. The purchase price for each Network (the “Network
Price”) shall be as set forth on Exhibit A hereto The Network Price shall include the
purchase price for the Equipment, the license fee for the WRT Technology, and all charges for
packing, loading, transporting and unloading the Network at the Installation Site. In addition,
NewSight shall pay WRT for installing and testing each Network at the Installation Site (the
“Installation Price”). Estimated Installation Prices are set forth on Exhibit A hereto;
provided, however that the Installation Prices payable by NewSight shall be determined by a final
quote provided to NewSight by WRT upon completion of the installation plan by WRT for such
Installation Site, subject to the mutual agreement of the parties hereto regarding the final quote
to be negotiated in good faith. Neither the Network Price nor the Installation Price shall
include the separate fee that NewSight agrees to pay WRT for operations and maintenance as set
forth on Exhibit C hereto, nor the amounts that NewSight agrees to reimburse to WRT for
payment of certain taxes pursuant to Section 3.D below.



     B. Additional Networks. The purchase price for any additional Networks shall be determined
by reference to the then-prevailing market prices for the bill of material goods set forth in the
SOW, or equivalent substitutes, subject to the mutual agreement of the parties hereto.



     C. Operations and Maintenance. NewSight shall compensate WRT for operating and maintenance
expenses for the services and at the rates set forth on the attached Exhibit C.



     D. Taxes. The prices set forth in this Section 3 above are exclusive of any federal, state,
provincial or local sales, use or excise taxes levied on or measured by the sale, sales price, or
use of the Networks or the operating and maintenance expenses, but excluding any taxes on income,
property or operations (collectively, “Taxes”). NewSight shall provide WRT with evidence of any
exemption of NewSight from such Taxes. If NewSight is unable to produce such evidence, the prices
set forth in Section 3.A above shall be increased by the amount of the Taxes, if any, to which WRT
is subject.



     E. Equipment Warranties. All warranties that are applicable to the Equipment and software
delivered hereunder and given by manufacturers and software suppliers other than WRT shall be for
the benefit of NewSight. WRT shall provide copies of all such warranties to NewSight. WRT shall
diligently and in good faith pursue to resolution all reasonable claims against such warranties on
behalf of and for the benefit of NewSight as part of the operating and maintenance expenses
described on Exhibit C hereto.



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     F. Payment Terms. NewSight shall pay the balance of the combined Network Price,
Installation Price and applicable taxes within 30 days following receipt of an invoice from WRT
for delivery and installation specified pursuant to this Agreement in accordance with the SOW. In
the event that NewSight disputes an invoice amount, NewSight shall pay that undisputed portion of
an invoice by the date due and shall notify WRT within ten days of receiving an invoice of any
disputed amount. If not disputed within the ten day period, such invoice amount will be deemed
undisputed and due 30 days following invoice receipt. Any amount remaining unpaid and undisputed
after 30 days will become additional principal under the Secured Note dated October ______ in favor
of WRT by NewSight.



     G. Loss or Damage. WRT shall assume and bear the risk of loss, theft, or damage to each
Network from any and every cause whatsoever, whether or not covered by insurance, that occurs
prior to the time at which WRT duly tenders the Equipment to NewSight at the loading dock of WRT.
WRT shall not assume or bear any of the risk of loss, theft, or damage to any Network that occurs
after the Network has been so tendered (shipped), whether or not such shipment of Equipment has
been received or accepted by NewSight.



     H. Title. Title to the Equipment underlying each Network furnished to NewSight in accordance
with this Agreement, other than software licensed from a third party, shall pass to NewSight on
the date the Equipment is duly tendered to NewSight at the unloading dock of WRT. Title to WRT
Software shall not pass to NewSight at any time. Upon passage of title, NewSight assumes all risk
of loss or damage to any goods and shall be responsible for all costs of storage, insurance and
other costs necessary to maintain such goods prior to installation.



     I. Change Orders/Site Survey. WRT agrees to submit to NewSight results of site survey within
5 days of the completed survey including both a map of all BOM component locations (screen
locations, rack location and dish placement) as well as a written document explaining the
placements and any specific site requirements or anomolies that will impact installation If site
surveys indicate that WRT will need to change the previously estimated cost of installation at any
Installation Site or if NewSight requests a change at any Installation Site that varies from the
previous specified Network Specifications, WRT will provide to NewSight a written estimate of the
cost to complete any change or changes to the Network Specifications related to the site survey
and any change(s) to delivery schedules. NewSight will, within 10 business days, accept or reject
the estimated cost and delivery schedule change, and, if accepted, NewSight will authorize WRT to
complete the change or changes and NewSight will be responsible for the cost of such change or
changes. If NewSight rejects such changes, WRT will have no further responsibility with respect
to such changes and WRT shall not be responsible for making any such changes; provided, however,
if in WRT’s judgment it cannot successfully complete the installation at the Installation Site
without the changes, WRT shall not be under any obligation to complete the installation.



Newsight must gain acceptance of any proposed changes and provide final approval to WRT prior to
installation.



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	4.	 	SITE PREPARATION; INSTALLATION; ENVIRONMENTAL; TESTING.












     A. Site Preparation. NewSight shall be responsible for obtaining all necessary approvals,
consents and agreements for the installation of the Networks at the applicable Installation Site.



     B. Installation. Subject to Section 3.I. above, WRT shall provide complete installation of
each Network at its proper Installation Site in accordance with the SOW.



     C. Environmental Hazards.




     (1) In the event that WRT encounters material at an Installation Site reasonably
believed to be asbestos, polychlorinated biphenyl (PCB) or other hazardous material which
has not been rendered harmless, WRT shall immediately stop work in the area affected and
report the condition to NewSight in writing. The work in the affected area shall not
thereafter be resumed except by written agreement of NewSight and WRT if in fact the
material is asbestos, polychlorinated biphenyl (PCB) or other hazardous material and has not
been rendered harmless. The work in the affected area shall be resumed in the absence or
asbestos, polychlorinated biphenyl (PCB) or other hazardous material, or when it has been
rendered harmless, by written agreement of NewSight and WRT.




     (2) To the fullest extent permitted by law, NewSight shall indemnify and hold harmless
WRT, its consultants, agents and employees and any of them, from and against claims,
damages, losses and expenses, including but not limited to, reasonable attorneys’ fees,
arising out of or resulting from performance under this Agreement in an affected
Installation Site if in fact the material is asbestos, polychlorinated biphenyl (PCB) or
other hazardous material and has not been rendered harmless, provided that such claim,
damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to
injury to or destruction of tangible property including loss of use resulting therefrom, but
only to the extent caused in whole or in part by negligent acts or omissions of an owner of
an Installation Site, NewSight, anyone directly or indirectly employed by NewSight or anyone
for whose acts NewSight may be liable, regardless of whether or not such claim, damage, loss
or expense is caused in part by a party indemnified hereunder. Such obligation shall not be
construed to negate, abridge, or reduce other rights or obligations of indemnity which would
otherwise exist as to a party or person described under this paragraph (2).



     D. Testing of Network. Following installation of each store location, WRT shall test the
Network to assure that it is fully operational. The test results shall be provided to NewSight
or its representative. If the test reveals problems with the Network that can be remedied on
site, WRT shall fix problems and make the Network fully operational. Once WRT has tested an
installed Network and concluded that it is fully operational, WRT shall certify in writing to
NewSight that it is ready for use. Newsight shall, within 10 business days of receipt of the
written Network Certification statement and supporting documents, provide final acceptance the
that store location.




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	5.	 	PROPRIETARY PROTECTION OF WRT TECHNOLOGY.












     A. Reservation of Title. All right, title and interest in and to WRT Technology, including
all modifications, enhancements and derivatives thereof, and all deliverables and know-how and
proprietary rights, including patents, patent applications and copyrights and trade secrets
relating to WRT Technology will remain with WRT or its suppliers, as applicable. It is intended
that NewSight have no ownership rights in any WRT Technology other than ownership of tangible
media in which WRT Technology is expressed, in connection with the operation of the Networks at
the Installation Sites. This Agreement does not effect any transfer of title in the WRT
Technology, or any materials furnished or produced in connection therewith, including drawings,
diagrams, specifications, input formats, source code, and user manuals. NewSight acknowledges
that the WRT Technology (and all materials furnished or produced in connection with the WRT
Technology), including, without limitation, the design, programming techniques, flow charts,
source code, and input data formats, contain trade secrets of WRT, entrusted by WRT to NewSight
under this Agreement for use only in the manner expressly permitted hereby. NewSight further
acknowledges that WRT claims and reserves all rights and benefits afforded under federal law in
the WRT Technology as copyrighted works.



     B. Restrictions on Use of WRT Technology. Neither the WRT Technology nor any materials
provided to NewSight in connection with the WRT Technology may be copied, reprinted, transcribed,
or reproduced, in whole or in part, without the prior written consent of WRT. NewSight shall not
in any way modify or enhance the WRT Technology, or any materials furnished or produced in
connection therewith, without the prior written consent of WRT. NewSight shall not translate,
reverse engineer, decompile, recompile, update, or modify all or any part of the WRT Technology or
merge the WRT Technology into any other software.



     C. Duration of Duties and Return of WRT Technology. The duties and obligations of NewSight
hereunder shall remain in full force and effect for so long as NewSight continues to control,
possess, or use any Network utilizing WRT Technology. NewSight shall promptly return to WRT all
tangible WRT Technology, together with all materials furnished or produced in connection therewith
by WRT, upon (1) termination of NewSight’s license to use the WRT Technology or (2) abandonment or
sale by NewSight of any Network or Equipment used in any Network.




	6.	 	PROTECTION OF NEWSIGHT INFORMATION.





     A. Intellectual Property. NewSight has an interest in certain intellectual property,
including, but not limited to, inventions, patents, copyrights, trademarks, service marks, trade
dress, logos, trade names, and know-how (the “NewSight IP”). WRT acknowledges that the NewSight IP
is the property of NewSight and that WRT is not being granted any rights to the NewSight IP under
this Agreement. Any sale, lease, license, or other distribution by WRT of any NewSight IP is
hereby prohibited and, in addition to other remedies, shall give rise to an immediate right of
termination of this Agreement by NewSight.



     B. Confidential Information. WRT acknowledges and agrees that the NewSight IP and all trade
secrets and confidential business information (including ideas, research and development, formulas,
compositions, manufacturing and production processes and techniques, technical data, designs,
drawings, specifications, customer and supplier lists, advertiser and vendor lists and information,
advertising and other content, pricing and cost information, and



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business and marketing plans and proposals) owned by NewSight or its affiliates, or in which
NewSight or its affiliates has an interest, constitute confidential and proprietary information of
NewSight (the “Confidential Information”). WRT shall keep the Confidential Information strictly
confidential. WRT shall not disclose the Confidential Information to any of its employees, agents,
affiliates, subsidiaries and subcontractors and others working for it, or any third party, except
on a need-to-know basis and shall cause and be responsible for each such person or entity to comply
with the provisions hereof. The term “Confidential Information” is not meant to include any
information which is in the public domain through no fault imputable to WRT or its employees,
subcontractors or others working for it. WRT agrees that a remedy at law for any breach of this
paragraph shall be inadequate and that NewSight shall be entitled to injunctive relief, in addition
to any other remedy it might have, without the need to post a bond. The obligations of this
Section 6 shall be in addition to any obligations placed upon WRT under the NDA (hereinafter
defined).





	7.	 	REPRESENTATIONS, WARRANTIES AND LIMITATIONS.





     A. WRT Technology. WRT represents and warrants that it has the lawful right to grant the
license to NewSight of the WRT Technology as provided herein. WRT represents and warrants that
the WRT Technology will perform its intended functions as part of the Networks in accordance with
the relevant Network Specifications.



     B. Equipment. WRT represents and warrants that the Equipment will be integrated with the
Networks delivered and installed hereunder in accordance with the relevant Network Specifications.
WRT makes no representations, and specifically disclaims any warranties, with respect to the
Equipment.



     C. Non-Infringement. WRT represents and warrants that, to the best of its knowledge, the WRT
Technology and any other intellectual property utilized by WRT in connection with this Agreement
does not infringe upon the intellectual property or proprietary rights of any third party.



     D. Networks. WRT represents and warrants that the Networks conform to the relevant Network
Specifications. WRT does not represent or warrant that the Networks installed at the Installation
Sites will operate uninterrupted or error free. Minimum Service requirements are defined in the
WRT Service Level Agreement included in the the Statement of Work (exhibit B).



     E. Services. WRT represents and warrants that (a) the installation, maintenance, and other
services (the “Services”) provided to NewSight under this Agreement shall be performed in a
competent, professional, workmanlike manner in accordance with current industry standards, (b)
WRT’s personnel performing the Services shall be qualified to perform the tasks and functions
which they are assigned, and (c) WRT shall maintain, or cause to be maintained, the equipment
necessary to provide the Services at a level of performance as set forth in the SOW.



     F. Remedy for WRT Technology Defect or Non-Conformity. WRT’s sole and exclusive
responsibility, and NewSight’s sole and exclusive remedy, for any defect or non-



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conformity in the WRT Technology incorporated into a Network shall be for WRT to promptly
correct or replace, at no additional charge to NewSight, the defective or non-conforming WRT
Technology so that the Network functions in accordance with the Network Specifications.




     G. Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION 7, WRT MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE NETWORKS, THE WRT TECHNOLOGY, AND THE
EQUIPMENT OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY
NEWSIGHT. WRT FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.



     H. Voiding of Representations and Warranties. Any and all representations and warranties by
WRT with respect to the WRT Technology, the Equipment and Networks shall be void as to a claimed
defect or non-conformity caused by or related to any of the following actions taken without WRT’s
prior consent or approval: (1) any alterations or modifications made to any WRT Technology, the
Equipment or Networks by NewSight or any of its employees, representatives or agents; (2) any use
of the WRT Technology, Equipment, or Networks other than in the operating environment specified in
the technical specifications provided to NewSight by WRT; or (3) the negligence or willful
misconduct of NewSight or any of its employees, representatives or agents.



     I. Disclaimer of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY (A) SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM
OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF NETWORKS, THE EQUIPMENT OR WRT
TECHNOLOGY INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, ARISING FROM LOSS OF DATA OR PROGRAMMING,
LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND
THIRD PARTY CLAIMS AGAINST ONE PARTY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES; OR (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY WRT TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND WRT’S REASONABLE CONTROL



     J. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
DAMAGES THAT EITHER PARTY MAY RECOVER FROM THE OTHER FOR BREACH OF THIS AGREEMENT WITH RESPECT TO A
SPECIFIC INSTALLATION SITE OR NETWORK, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE,
SHALL BE LIMITED TO DIRECT DAMAGES BUT SHALL NOT EXCEED THE SUM OF AMOUNTS ACTUALLY PAID BY
NEWSIGHT WITH RESPECT TO SUCH INSTALLATION SITE OR NETWORK.



     K. Compliance with Laws. To the best of its knowledge, WRT is in compliance with all
applicable governmental laws, rules, regulations, ordinances, orders, treaties,



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international agreements and administrative requirements applicable to the conduct of its
employees, health and safety matters, labor matters or otherwise required for the operation of the
Networks or WRT’s performance of the Services under this Agreement, and after the date hereof will
use reasonable commercial efforts to remain in compliance with all such laws, rules, regulations,
ordinances, orders, treaties, international agreements and administrative requirements.





	8.	 	INDEMNIFICATION.





     A. Indemnification by NewSight. NewSight shall indemnify, defend and hold harmless WRT, and
each of WRT’s officers, employees, directors, successors, agents, licensees, sponsors and assigns,
from any and all suits, costs, claims, actions, damages, obligations, liabilities and liens,
including reasonable attorneys’ fees (collectively, “Claims”), arising, directly or indirectly, out
of NewSight’s breach of this Agreement.



     B. Indemnification by WRT. WRT shall indemnify and shall hold harmless NewSight, and any
officer, employee, director, successor, agent, licensees, sponsor and assign of NewSight from and
against all Claims arising, directly or indirectly, from (i) WRT’s breach of this Agreement, (ii)
WRT’s gross negligence in connection with its obligations under this Agreement or (iii) the
infringement by WRT or the WRT Technology upon the intellectual property or proprietary rights of
any third party.




	9.	 	INTERRUPTIONS AND REFUNDS.





     A. Service Interruptions. A “Service Interruption” occurs when (i) one or more of the
“channels” within any of the Installation Sites is not transmitting content with the effect that
all of the screens for that channel are “black,” or (ii) one or more of the channels is unable to
transmit content updates with the effect that new content is unable to be transmitted to the
screens within that channel. A Service Interruption shall be deemed to have occurred upon the
earlier of the time when: (a) WRT discovers the Service Interruption, or (b) NewSight notifies WRT
of the Service Interruption. Any interruption of a period of sixty (60) seconds or more, or
multiple interruptions of any duration, within a period of five (5) consecutive minutes, shall be
treated as one Service Interruption of five (5) minutes. A Service Interruption shall be deemed to
have ended as soon as the affected portion of the Services is restored.



     B. Credit Allowances.
A credit allowance shall be calculated on the basis of the monthly
service fees charged by WRT to NewSight for operating the Network. The amount of the allowance
is proportionate to the total number of minutes in the Service periods (including the portion of
the Services that was interrupted). No more than one (1) full day’s credit will be allowed for any
period of twenty-four (24) consecutive hours. Any credit amount due NewSight shall be issued for
the Service Interruption and will be credited on the next applicable monthly fee invoice.



     C. Exceptions. The credits identified above shall not apply in the event that a Service
Interruption exists due to any of the following: (a) the negligence, error, or omission of
NewSight or NewSight’s officers, directors, employees, or agents; (b) atmospheric conditions or



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failure of the electrical power source at any of the Installation Sites; or (c) a
pre-scheduled maintenance or installation period.





	10.	 	INSURANCE.





     A. WRT’s Insurance Obligations. WRT shall, at its sole expense, keep the following insurance
coverage in full force during the Term of this Agreement:




     (1) Workers’ Compensation coverage for its employees providing statutory benefits as
required by the appropriate state law;




     (2) Employers’ Liability coverage with limits of Five Hundred Thousand Dollars
($500,000); and




     (3) Commercial General Liability, including premises/operations,
independent contractors, broad-form property damage, personal/advertising injury,
blanket contractual liability, explosion/collapse/underground hazard coverage and
products/completed operations coverage in an amount not less than One Million
Dollars ($1,000,000) per occurrence; such policy shall be an occurrence policy and not a
claims-made policy.



     B. Additional Insureds. NewSight shall be covered as an additional insured under WRT’s
blanket additional insured coverage. The additional insured endorsement shall extend coverage to
the contractual liability and completed operations coverage.



     C. Evidence of Insurance. Evidence of all insurance required shall be promptly sent to
NewSight. Insurance policies shall afford primary coverage and coverages afforded shall not be
modified or canceled until at least thirty (30) days’ prior written notice has been given to
NewSight. All required insurance policies shall be underwritten by an insurance carrier with an
A.M. Best rating of “A-” or better.



     D. No Effect on Indemnification. WRT’s indemnity obligation specified in Section 8 herein
shall not be negated or reduced by virtue of WRT’s insurance carrier’s denial of insurance coverage
for the occurrence or event which is the subject matter of the claim or refusal to defend NewSight.
WRT’s compliance with the requirements in this Section as to carrying insurance and furnishing
proof thereof to NewSight shall not relieve WRT of its indemnity liability under Section 8 herein
or its liability to NewSight specified in any other provision of this Agreement.



     E. Losses by WRT. NewSight shall not be liable, and shall provide no insurance, for any loss
or damage incurred by WRT, its employees, agents, or subcontractors to tools and other property
owned by them which they may bring to or use at an Installation Site in the course of the
performance of the Services, regardless of whether such losses are insured by them. Notwithstanding
any other provision of this Agreement, WRT hereby releases and discharges NewSight from all
liability to WRT and anyone claiming by, through or under WRT by subrogation or otherwise on
account of any loss or damage to such tools or other property. The



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foregoing liability disclaimer and release will not apply to tools or other property loss
caused by the sole negligent act of NewSight.





	11.	 	MISCELLANEOUS





     A. Confidentiality. All information exchanged and other communications between the parties
under or pursuant to this Agreement shall be subject to and governed by the provisions of the
Mutual Nondisclosure Agreement between the parties dated as of November 30, 2006 (the “NDA”),
attached as Exhibit D and by this reference, incorporated into this Agreement and by
Section 6.B herein. Notwithstanding any other provision of this Agreement, WRT shall have the
right to disclose this Agreement and its terms to its investors and in connection with any filings
and disclosures required to be made under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, and any related state securities filings.



     B. Right to Work for Other Customers. NewSight acknowledges that nothing in this Agreement,
or in any other agreement between NewSight and WRT (or any other agreement to which they are
party) precludes or restricts WRT from working with other customers; provided, however, that WRT
shall not have the right to use any intellectual property owned by NewSight without express
written authorization or license from NewSight.



     C. Relationship of Parties. WRT and NewSight are independent contractors and no relationship
of joint venturer, franchisee/franchisor, or partner is created by this Agreement.



     D. Governing Law; Arbitration. This Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, without reference to its conflicts of laws
provisions. Any controversy or claim arising out of or relating to this Agreement or any related
agreement shall be settled by arbitration in accordance with the following provisions:




     (1) Disputes Covered. The agreement of the parties to arbitrate covers all disputes of
every kind relating to or arising out of this Agreement or any related agreement. Disputes
include actions for breach of contract with respect to this Agreement or any related
agreement, as well as any claim based upon tort or any other causes of action relating to
Agreement or any related agreement, such as claims based upon an allegation of fraud or
misrepresentation and claims based upon a federal or state statute. In addition, the
arbitrators selected according to procedures set forth below shall determine the
arbitrability of any matter brought to them, and their decision shall be final and binding
on the parties.




     (2) Forum. The forum for the arbitration shall be New York, New York.




     (3) Law. The governing law for the arbitration shall be the law of the State of New
York, without reference to its conflicts of laws provisions.




     (4) Selection. There shall be three arbitrators, unless the parties are able to agree
on a single arbitrator. In the absence of such agreement within ten (10) days after the
initiation of an arbitration proceeding, WRT shall select one arbitrator and NewSight shall
select one arbitrator, and those two arbitrators shall then select, within ten (10) days,



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a third arbitrator. If those two arbitrators are unable to select a third arbitrator
within such ten (10)-day period, a third arbitrator shall be appointed by the commercial
panel of the American Arbitration Association. The decision in writing of at least two of
the three arbitrators shall be final and binding upon the parties.




     (5) Administration. The arbitration shall be administered by the American Arbitration
Association.




     (6) Rules. The rules of arbitration shall be the Commercial Arbitration Rules of the
American Arbitration Association, as modified by any other instructions that the parties may
agree upon at the time, except that each party shall have the right to conduct discovery in
any manner and to the extent authorized by the Federal Rules of Civil Procedure as
interpreted by the federal courts. If there is any conflict between those Rules and the
provisions of this section, the provisions of this section shall prevail.




     (7) Substantive Law. The arbitrators shall be bound by and shall strictly enforce the
terms of this Agreement and may not limit, expand or otherwise modify its terms. The
arbitrators shall make a good faith effort to apply substantive applicable law, but an
arbitration decision shall not be subject to review because of errors of law. The
arbitrators shall be bound to honor claims of privilege or work-product doctrine recognized
at law, but the arbitrators shall have the discretion to determine whether any such claim of
privilege or work product doctrine applies.




     (8) Decision. The arbitrators’ decision shall provide a reasoned basis for the
resolution of each dispute and for any award. The arbitrators shall not have power to award
damages in connection with any dispute in excess of actual compensatory damages and shall
not multiply actual damages or award consequential or punitive damages or award any other
damages that are excluded under the provisions of this Agreement.




     (9) Expenses. Each party shall bear its own fees and expenses with respect to the
arbitration and any proceeding related thereto and the parties shall share equally the fees
and expenses of the American Arbitration Association and the arbitrators.




     (10) Remedies; Award. Subject to Sections 7.I., 7.J. and 11.D.(8) above, the
arbitrators shall have power and authority to award any remedy or judgment that could be
awarded by a court of law in New York, New York. The award rendered by arbitration shall be
final and binding upon the parties, and judgment upon the award may be entered in any court
of competent jurisdiction in the United States.



     E. Entire Agreement; Amendments. This Agreement, together with any and all exhibits,
schedules and appendices attached hereto, constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all prior and
contemporaneous representations, proposals, agreements, negotiations, advertisements, statements,
or understandings, whether oral or written. No amendment to this Agreement shall be binding on
either party unless such amendment is in writing and executed by authorized representatives of
both parties to this Agreement. No provision of this Agreement shall be deemed waived, amended,
discharged or modified orally or by custom, usage or course of



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conduct unless such waiver, amendment or modification is in writing and signed by an officer
of each party hereto.




     F. Assignment. NewSight may not assign or transfer its interests, rights or obligations
under this Agreement by written agreement, merger, consolidation, operation of law, or otherwise,
without the prior written consent of WRT, and any attempt by NewSight to assign this Agreement
without WRT’s prior written consent shall be null and void; provided, however, that NewSight shall
have the right to assign this Agreement to a successor by merger or a purchaser of all or
substantially all of its assets, if said successor or purchaser, as the case may be, agrees in
writing at or before said merger or sale to be bound by this Agreement. WRT may not assign or
transfer its interests, rights or obligations under this Agreement by written agreement, merger,
consolidation, operation of law, or otherwise, without the prior written consent of NewSight, and
any attempt by WRT to assign this Agreement without NewSight’s prior written consent shall be null
and void; provided, however, that WRT shall have the right to assign this Agreement to a successor
by merger or a purchaser of all or substantially all of its assets, if said successor or
purchaser, as the case may be, agrees in writing at or before said merger or sale to be bound by
this Agreement. Nothing in this Agreement shall prohibit WRT from using partners, subcontractors
or other third parties to enable WRT to fulfill its obligations under this Agreement.



     G. Notice. Every notice and other communication by a party that is required or permitted
under this Agreement shall be in writing and shall be effective when and only when it has been (a)
transmitted by facsimile to the other party at the facsimile number below and also (b)
delivered in person, mailed by registered or certified mail, return receipt requested, with proper
postage affixed, or delivered by Federal Express or other commercial overnight courier to the
other party at the address set forth below:


To NewSight:



Newsight Corporation

Attn: Linda Rosen

2 Park Avenue, 18th Floor

New York, NY 10016

Facsimile: 212-227-8887



Attn Bob Stewart

2 Park Avenue, 18th Floor

New York, NY 10016

Facsimile: 212-227-8887



To WRT:



Wireless Ronin Technologies, Inc.

Attn: General Counsel

5929 Baker Road, Suite 475




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Baker Technology Plaza

Minnetonka, MN 55345

Facsimile: 952-974-7887




     H. Corporate Authority. The parties hereto represent and warrant that the persons signing
this Agreement on their behalf have been or will be duly authorized to do so prior to execution
and that this Agreement constitutes a valid and binding obligation of the parties hereto.



     I. Construction of Agreement. The parties hereto acknowledge and agree that this Agreement
in its final, executed form is the result of substantial negotiation and drafting by both parties
and that neither party should be favored in the construction, interpretation or application of any
provision or ambiguity of this Agreement.



     J. Severability. If any one or more of the provisions of this Agreement is for any reason
held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be
unimpaired.



     K. Counterpart Originals. This Agreement may have two or more counterpart originals which,
taken together, shall be considered one and the same document.



[Remainder of page intentionally left blank; signature page follows on next page.]





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     IN WITNESS WHEREOF, the undersigned have executed and delivered this Digital Signage Agreement
as of the date first set forth above.



	 	 	 	 	 
	 	WIRELESS RONIN TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Jeffrey C. Mack
 	 
	 	 	Name:  	Jeffrey C. Mack 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	NEWSIGHT CORPORATION

 	 
	 	By:  	/s/ Robert K. Stewart
 	 
	 	 	Name:  	Robert K. Stewart 	 
	 	 	Title:  	Chief Financial Officer	 
	 




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