Andrea Stecconi, Chief Executive Officer of Defenx, commented o the master service agreement: “With the Master Services Agreement in place with BV-Tech, we now have the foundations for our strategic partnership. I look forward to working with BV-Tech to target larger corporate customers and add high quality, recurring revenues.”
Defenx PLC (AIM:DFX), the cyber-security software group, this morning told DirectorsTalk that, further to the software acquisition and investment by BV-Tech SpA announced on 11 April 2017 and the software distribution contract entered into on 22 June 2017 as part of its strategic partnership with BV-Tech, the Company has now entered into a master services agreement in relation to the development and assignment of software.
Master Service Agreement
Defenx has entered into a Master Services Agreement with BV-Tech, which is a framework agreement intended to govern the process by which Defenx will assign work to BV-Tech in relation to the development of software.
The Master Services Agreement acknowledges that BV-Tech will act in the best interests of Defenx and on an arms length basis in relation to the provision of any software development services to the Company and that, notwithstanding that fact, BV-Tech is a preferred supplier of such services to the Company given its expertise and relationship with Defenx.
The key terms of the Master Services Agreement are as follows:
— All software development projects will be put out to tender with BV-Tech and other third party suppliers selected by the Company.
— Software development services will be assigned to the supplier of services deemed most suitable based on criteria including the quality, cost and timeframe for delivery. BV-Tech shall have the right to match or better the terms offered by an alternative supplier provided that the overall proposal is at least equal to the alternative option.
— All intellectual property rights in relation to work provided by BV-Tech under contracts governed by the Master Services Agreement are created solely for the benefit of Defenx and shall be transferred and assigned to Defenx on receipt of the relevant fees due from the Company.
— The Master Services Agreement and any contracts governed by it may be terminated by either party providing at least 90 days’ written notice.
Related party transaction
BV-Tech is a substantial shareholder in the Company as defined in the AIM Rules for Companies (“AIM Rules”), in that it is currently interested in 28.1 per cent. of the Company’s issued share capital. Accordingly, the entry into the Master Services Agreement with BV-Tech constitutes a related party transaction in accordance with Rule 13 of the AIM Rules.
The board of directors consider, having consulted with the Company’s nominated adviser, Strand Hanson Limited, that the terms of the Master Services Agreement are fair and reasonable insofar as its shareholders are concerned.