Camera Motion Corporation – Digidocs

CONTRACT FOR SALE OF CAMCORDERS

Camera Motion Corporation – DigiDocs

Camera Motion Corp. hereinafter referred to as “Motion Corp.’’ and DigiDocs, hereinafter referred to as “Digi’’, hereby agree on this 17th day of February, 2015 to the following contract in consideration of the mutual benefits of this transaction.

1.  Identities of the Parties

Motion Corp., whose business address is 105 Charleston Park, in the city of Seattle, Washington, is in the business of manufacturing imaging and optical products including cameras and camcorders. Digi, whose business address is 6704 North Wind Boulevard, in the city of Ridgeland, Minnesota, is in the business of outfitting go-pro style cameras with tamper resistant “black box” widgets to ensure the reliability of recorded evidence.

Digi desires to purchase 30,400 camcorders from Motion Corp. over the course of three years which they will outfit with their patented “StoreSafe” technology as part of a contract with the Certified Order of Peace Servicemen (COPS).

2.  Description of Goods

2.1 Motion Corp. will manufacture go-pro style camcorders which meet Digi’s required specifications using materials that will provide a quality substantial enough for the intended use of their end user (COPS) in the line of duty.

2.2 Motion Corp. retains the right to substitute materials and components used in manufacturing so long as the modifications do not materially affect the operation of the device. Digi will be notified of any changes 30 days before the next lot is assembled and will be sent a test unit to verify compatibility with their StoreSafe augmentation.

2.3 Should a revised camcorder prototype not meet specifications, Digi will send notice to Motion Corp. within 15 days of receiving the test unit in order for changes to be made before constructing the next batch of units.

2.4 Should Motion Corp. fail to give notice and send a test unit, Digi will not be required to purchase any of the modified devices.

2.5 Should Digi fail to notify Motion Corp. of their dissatisfaction with the test unit within the 15 day grace period, Motion Corp is entitled to payment for the entire lot of manufactured units.

3.  Sale & Purchase of the Goods

3.1 Motion Corp. will manufacturer and deliver 2600 camcorders each quarter throughout the next 3 years for a total of 10,400 units per year; 30,400 units throughout the life of the contract.

3.2 Digi agrees to pay $50 per unit for a total of $520,000 per year.

3.3 Goods are deemed received by Digi upon delivery to their business address as listed in section 1.

3.4 Digi has the right to examine the goods upon receipt and has 15 days in which to notify Motion Corp. of any claim for damages based on the condition, grade, or quality of the goods.  Such notice must specify in detail the particular aspects of the claim.  Failure to provide such notice within the requisite time period constitutes irrevocable acceptance of the goods.