PURCHASE AGREEMENT FOR THE ACQUISITION OF INFORMATION
This Purchase Agreement ("Agreement") dated this ______________________ day
of ________________, 200__, defines a contract between Mutual UFO Network
("MUFON"), with an office located at 155 E. Boardwalk Drive, Ste. 300, Fort
Collins, CO 80525, hereinafter referred to as "Seller" and Bigelow
Aerospace Advanced Space Studies, LLC, ("BAASS"), a Nevada Limited Liability
Company with an office located at 4640 S. Eastern Avenue, Las Vegas, Nevada
89119, hereinafter referred to as "Buyer".
1.0 This Agreement, all exhibits and other documents
incorporated herein by reference, whether or not attached hereto, constitute
the complete and exclusive statement of the Agreement between the parties
hereto. This Agreement supersedes any previous understanding or agreement
between Seller and Buyer (oral or written) with respect to the subject
2.0 Engagement of Services: Buyer is engaging Seller to:
a. Purchase field investigation services
that provide diversified information covering the topic of aerial
phenomenology and any spacecraft, mobile objects, or events that could be
b. Provide to Buyer services including the
Seller's existing CMS database in Read Only format and all other data.
c. Purchase from Seller field
investigation services and all information and material derived from those
services, including, but not limited to: Physical evidence, signature
information from detection devices (including third-party witness
photographs, film, data from detection devices, ground or air-derived radar
data from FAA or other sources, and satellite data), ground disturbance site
information and evidence including photographs and other material including
effects on humans, foliage, trees, soil, fauna and insects, photographs of
casts of footprints, film, any other photographs, electronic information,
interview transcripts, any testimony, including recordings (audio, video,
stenographic, etc.) of first-hand accounts and observations, as well as any
other item that may be recovered from prior, present, and future field
investigations, submitted by MUFON which shall be hereinafter referred to as
the "Product " Buyer is only obligated to return original case files, photos
and audio recordings to Seller providing there is a written agreement to
return such property belonging to Seller or other established ownerships.
Such agreements shall be executed on a case by case basis. Seller agrees to
provide the labor, resources and equipment necessary to deliver the Products
to Buyer upon the scheduled and terms and described within this Agreement.
Strict conformity of the Product with all dimensions and specifications
described in this Agreement and/or any Exhibit or attachment shall be deemed
a material term of this Agreement.
3.0 Warranty of Performance. Buyer agrees to Five Thousand US
Dollars ($5,000.00) per month to be spent from the Fifty Six Thousand US
Dollar ($56,000) monthly payment stipulated in paragraph 8 below for a
special Rewards Program. Seller intends to disburse Five Thousand US
Dollars ($5,000.00) per month according to the following formula in order to
fund a Rewards program that encourages and enhances the quantity and quality
of the information Product. Buyer agrees to accept the following formula
for the disbursement of such funds. Seller warrants that it shall follow
this disbursement formula throughout the term of this Agreement. Seller's
rewards disbursement formula is as follows:
a. One monthly prize for the dispatcher
accumulating the most performance points as described by the MUFON SIP
Project Incentives schedule attached as Exhibit A. This prize will be
b. There will be monthly prizes for the
first place and second place State Coordinators as described by monthly
accumulation of performance points. First prize will be $750 and second
prize will be $500.
c. There will be monthly prizes for the
first, second and third place field investigators based on monthly
accumulation of performance points. First prize will be $1,500, second
prize will be $1,000 and third prize will be $750.
4.0 Scope of the Agreement. This Agreement shall not be
interpreted as having any characteristics or force as a partnership
agreement of any kind between the parties hereto. Buyer shall not at any
time and is specifically precluded from providing during the term of this
Agreement any advice, consultation or management to Seller.
5.0 Term. The term of this Agreement shall be one year from
the date of execution subject to the terms and conditions of Paragraph 6.0
below. Buyer shall have an option to renew this Agreement at the conclusion
of each one-year period. Buyer shall notify Seller of its intent to
exercise this option in writing five (5) days prior to the expiration of the
Agreement subject to Paragraph 5.0 below. Seller can terminate this
agreement at any time upon Fifteen (15) days written notice to Buyer
providing Seller refunds to Buyer a prorated amount of monies previously
distributed from Buyer to Seller for the remaining unused time in that
particular month. Under no circumstances shall such notice be permitted to
be delivered when insufficient time is available to allow said notice to
expire within the current month of delivery.
6.0 Product Delivery: The Parties understand and agree that
time is of the essence. The Product shall be delivered in the following
a. Buyer shall be given Administrator
Access to Seller's CMS in order that Buyer may have "real-time" access to
such information within 24 hours of the execution of this Agreement.
b. Weekly written reports shall be
delivered by Seller to Buyer via facsimile by 5:00 pm PDT on the Friday of
each week throughout the term of this Agreement to a destination facsimile
number given to Seller in writing by Buyer. The Weekly report shall set
forth in detail all field investigation activities encompassing all
applicable items set forth in Paragraph 2.0 above occurring for the previous
c. The Weekly report shall also set forth
the investigation plan for the next seven days for each active case
d. Monthly written reports and monthly
financial statements shall be delivered via FedEx to Buyer by the tenth
(10th) day of each calendar month following execution of this Agreement.
Seller shall deliver two copies each of the written and financial statements
to Buyer at 4640 S. Eastern Avenue, Las Vegas, NV 89119 or such other
address as may be directed in writing by Buyer. The monthly written report
shall include an executive summary and a detailed exposition of all MUFON
activities of the previous month as they pertain to this Agreement. It shall
also set forth all field investigation activities encompassing all
applicable items set forth in Paragraph 2.0 above occurring for the month
being reported. The monthly financial statement shall encompass all items
set forth in Paragraph 8.0 below.
e. All other information and evidence as
described in Paragraph 2 shall be delivered via FedEx to Buyer at 4640 S.
Eastern Avenue, Las Vegas, NV 89119, or such other address as may be
directed in writing by Buyer. Seller agrees to properly safeguard and
protect all evidence strictly in accord with the specifications regarding
protection of the field investigation site, establishing chain of custody,
and preservation of evidence prior to shipping as required by Buyer.
7.0 Seller Product and Performance Review: Buyer shall review
the quality and quantity of the Product delivered through approximately the
first four to five months of the term of this Agreement ("The Performance
Review"). The Performance Review shall take place during the second half
of June, 2009 and will require Buyer to determine three possible actions
based upon Seller's performance. Those actions are:
a. Immediate termination effective June
30, 2009, of the contract for Seller's failure to provide the quality and
quantity of information to the satisfaction of Buyer.
b. Continuation of the Agreement under the
same terms and conditions as agreed.
c. Continuation of the Agreement with a
merit-based increase in price for the Product.
In the event continuation of the Agreement is chosen, a
second Performance Review shall be conducted during the second half of
October, 2009. The criteria for the second Performance Review and any
subsequent Performance Review shall be a, b, and c above. The critical
decision date for the June, 2009 Performance Review shall be June 26, 2009,
and the critical decision date for the October, 2009 Performance Review
shall be October 27, 2009 with the termination date, if applicable, to be
October 31, 2009.
8.0 Price and Payment: Subject to Paragraph 6.0 above, the
total fixed price payable to Seller for the goods and services of this
Agreement is Six Hundred Seventy-two Thousand US Dollars ($672,000US)
payable in twelve monthly installments of Fifty-six Thousand US Dollars
($56,000US). The total fixed price paid by Buyer to Seller shall be for the
Product as described in Paragraph 2.0 above and deliverables as described in
Paragraph 5.0 above. Seller agrees to be responsible for and pay all sales
tax, use tax, and all contributions for health insurance, social security
charges, employment taxes, customs duties, if any, and any and all other
surcharges, fees, worker's compensation premiums or other labor related
taxes, fees or premiums arising in connection with the performance of the
scope of work of this contract. This is a "Turn-key" price Agreement.
Seller will not and shall not seek to pass-along any additional costs that
it may incur in connection with any activity that it may require in order to
produce or deliver the Product as set forth in Paragraph 2 or deliverables
as defined in Paragraph 5. In the event Buyer is found to be liable for any
of the costs described above, Seller shall indemnify Buyer to the full
extent as set forth in paragraph 10.0 below.
9.0 Financial Statements. As a condition of this contract,
MUFON shall submit an itemized account of disbursements, on an approved
BAASS format, on a monthly basis, no later that the 10th of each month.
Further, BAASS may, at its discretion, request and receive within 10 days
additional detailed information relative to any allocation or expenditure of
monies paid to MUFON.
This supporting information may include (but not be limited
to) invoices, receipts, statements, contracts, time/payroll reports,
independent contractor submissions, and summarizing schedules, which shall
allow easy correlation from the detail to the total expenditures.
10.0 Terms: The first prorated payment shall be made to Seller
within three business days after complete execution of this Agreement. Each
month thereafter payment shall be made on or before the fifth day of each
11.0 Modifications: This Agreement may only be modified by a
written instrument, signed by both parties. Such a written instrument is
only valid if signed by Robert T. Bigelow and identifies specifically the
sections of this Agreement affected along with the specific changes caused
by signing the written instrument.
12.0 Non-Waiver: Failure of Buyer to insist on any term of this
Agreement shall not release Seller from any warranties or obligations under
this Agreement and shall not be deemed a waiver of any right of Buyer to
insist upon strict performance hereunder of any of its right and/or
13.0 Hold Harmless: Seller assumes all risks in furnishing the
goods and services ordered hereunder and shall indemnify, defend and hold
harmless Buyer or any affiliates from and against any and all such claims,
debts, demands, judgments, awards, losses, liabilities, interest, attorneys
fees, costs and expenses arising out of any failure of Seller to perform any
of the terms and conditions of this Agreement.
14.0 Indemnity Against Patent Infringement:
A. Seller shall indemnify, hold harmless, and defend, at Seller's
expense, Buyer and/or Buyer's customers against any and all losses, damages,
liabilities, claims, settlements, and judgments resulting from an allegation
of infringement or misappropriation of an intellectual property right
(whether or not successful), as well as attorney's fees, expert's fees,
consultant's fees, court costs, and related expenses incurred by Buyer
and/or Buyer's customers in defending such an action. Seller shall provide
to Buyer a suitable substitute product with Buyer's written approval and at
Seller's expense if an injunction issues covering the subject matter of this
Agreement. This indemnity shall not apply to products that are made to a
specific and detailed design furnished by Buyer.
B. Seller shall notify Buyer in writing of any claim of infringement or
misappropriation related to the subject matter of this Agreement immediately
upon Seller's receipt of notification of such claim(s). Buyer shall have
the option to control the defense and related negotiations of any suit,
proceeding, or action of infringement or misappropriation against Buyer
without expense or liability pursuant to the terms of this Agreement.
15.0 Intellectual Property Rights. Intellectual property rights
and the nature of ownership of physical materials and the particular
permissions surrounding destructive testing shall be determined on a case by
case basis through written permission from MUFON when and where such
materials are offered to Buyer. Seller shall notify Buyer in writing of any
claim of infringement or misappropriation of Intellectual Property
immediately upon Seller's receipt of notification of such claim(s). Buyer
shall have the option to control the defense and related negotiations of any
suit, proceeding, or action of infringement or misappropriation against
Buyer without expense or liability pursuant to the terms of this Agreement.
16.0 Compliance: Seller shall produce, furnish and deliver all
Products to be provided in strict compliance with any and all terms of this
17.0 Warranty: Exhibit A attached to this Agreement shall specify
the term for any additional warranties by Seller pertaining to all
deliverables subject to this Agreement.
18.0 Applicable Law and Jurisdiction: The parties agree 1) to
personal jurisdiction in the State of Nevada; 2) the laws of the State of
Nevada shall govern the validity, performance and enforcement of the terms
and conditions of this Agreement, and; 3) any proceedings with respect to
the performance or enforcement of this Agreement shall be brought in a court
of competent jurisdiction in the State of Nevada.
19.0 Severability: If any portion of this Agreement is held
invalid, the Parties agree that such invalidity shall not affect the
validity of the remaining portions of this Agreement, unless applying the
remaining portions would frustrate the purpose of this Agreement.
20.0 Acceptance: Seller can only accept this Agreement on the
exact terms set forth. The Seller can only make acceptance by executing
this Agreement and initialing all attached exhibits within seven (7)
calendar days of the Agreement date.
21.0 Delegation of Performance: No delegation of performance by
Seller is permitted unless the delegation is approved in a writing
specifically identifying the authorization to delegate and signed by an
executive of Buyer.
MUTUAL UFO NETWORK BIGELOW AEROSPACE ADVANCED SPACE STUDIES,
Authorized Signature Authorized Signature
Robert T. Bigelow
Printed Name Printed Name