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Systems’ prospects to enter the “videodisc instructional systems”
market. Clark understood that “Funds are to be raised in a tax
advantaged Subchapter S investment vehicle” and these funds would
be used by Systems to further Systems’ business efforts. In this
letter, Clark, as vice president of Scott & Stringfellow, Inc.,
was offering the services of his firm “to act as investment
bankers for Systems”.
Systems and IRC entered into three agreements. RIC got
folded into these agreements in some manner not clearly disclosed
in the record. The R & D Agreement required IRC (and RIC?) to
make payments to Systems on a specified schedule in consideration
of Systems’ performing research, and required Systems to provide
monthly reports to IRC (and RIC?). The R & D Agreement was
respected only in part by the parties thereto. The parties
herein have stipulated that the payments were not made in
accordance with the R & D Agreement schedule. The parties herein
have stipulated that Systems did not provide any written periodic
reports to IRC or RIC, much less the monthly reports mandated by
the R & D Agreement. The R & D Agreement gave to IRC and RIC
exclusive ownership of whatever Systems’ research developed.
However, the parties herein agree that “The research under the
R & D Agreement was not intended to and did not result in any
commercially viable product.” Although Systems failed to provide
written monthly reports, it did conduct frequent meetings with
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