XML 32 R12.htm IDEA: XBRL DOCUMENT v3.3.0.814
Note 7 - Related Party Transactions
9 Months Ended
Sep. 30, 2015
Notes  
Note 7 - Related Party Transactions

Note 7 – Related Party Transactions

 

Licensing Agreement

 

On August 5, 2014, the Company entered into a Licensing Agreement (the “Agreement”) with AutoTek Incorporated (“AutoTek”).  Richard Battaglini, the Company’s former President, former Chairman and former majority shareholder of the Company, is also the President and Chairman of AutoTek.

 

AutoTek is the owner of software source code (the “Source Code”) which AutoTek licensed to the Company under the Agreement.  The Company then developed that Source Code into a portfolio of consumer and professional software applications, called 6thSenseAuto (formerly LotWatch and ServiceWatch) products designed to assist automobile dealerships.  Prior to August 2014, AutoTek had started the development of the Source Code of LotWatch and ServiceWatch, but had not completed it, and had not taken further steps to commercialize such asset. 

6th Sense provides real-time information relating to each vehicle on a dealer’s lot, and interfaces with a new vehicle, and provides information to a dealership service department about the vehicle, designed to improve communications between a dealer and a customer, and to provide better service to the customer.  Collectively, LotWatch and ServiceWatch were referred to in the Agreement as the “Licensed Technology.”

 

Pursuant to the Agreement, AutoTek granted to the Company an exclusive, transferable (including sub licensable) worldwide perpetual license of the Licensed Technology, to make, use, iport, lease, and sell products incorporating the Licensed Technology (the “Licensed Products”).  The Company is required to pay to AutoTek royalty payments equal to $10 per ServiceWatch device activated using the Licensed Technology.

 

As drafted, the term of the Agreement originally ran from its execution through the earlier of (A) the execution and closing of the definitive purchase agreement by the parties and providing for the acquisition of all of AutoTek’s issued capital stock or AutoTek’s assets and intellectual property rights related to the source code, or (B) the first annual anniversary of the effective date.  The Company and AutoTek subsequently extended the licensing agreement until August 5, 2016. 

 

Notes Payable

 

Note 4 describes the terms of a note payable to an officer of the Company, and Note 5 describes the terms of a a convertible note payable to another officer of the Company.