TransAct Technologies rporated(TACT) - 2025 Q2 - Quarterly Results

Financial Agreement - TransAct Technologies Incorporated has agreed to purchase a licensed copy of the Code for $2,550,000, with payments structured across three milestones: $1,000,000 on the Effective Date, $775,000 upon acceptance of Phase Four, and $775,000 at the completion of the Support phase or within 12 months of the Effective Date[15]. - The total project cost is USD 1,007,000, structured on a payment milestone basis[83]. Licensing and Ownership - The agreement grants TransAct a non-exclusive, irrevocable, and perpetual license to use AD Intellectual Property in the Code for commercial purposes, allowing for modifications and distribution[11]. - TransAct has the right to make modifications to the Code at its own cost, while AD retains ownership of any modifications made by AD[13]. - AD will provide TransAct with one copy of the Code and necessary documentation in an agreed format[12]. Professional Services and Support - AD will provide professional services to assist TransAct in migrating the Code to its hosted environment, with fees outlined in a Statement of Work[14]. - Provider will set up automated build pipelines for each application, including code compilation and unit testing[59]. - Provider will furnish technical documentation, including architecture diagrams and API documentation, by the time of the face-to-face meeting[57]. - Provider will offer 90 days of email support following Client Validation, focusing on the hosted environment and development teams[67]. Project Management and Execution - The project will include a series of joint planning sessions to define timelines, key milestones, and roles, scheduled no later than 3 weeks after signing the Statement of Work[53]. - The project includes ten phases, with the first phase (Source Code Delivery) targeted for completion within 80 days from the start date[80]. - The final phase (DevOps and Confluence Data Transfer) is expected to be completed 28 days after Client Validation[80]. - All timelines are estimates, and delays due to Client's failure to perform obligations are not the responsibility of the Provider[82]. Client Responsibilities - Client is responsible for provisioning necessary hardware or cloud infrastructure to run the tech stack, with decisions made during the planning phase[59]. - The ongoing operation and monitoring of the BOHA Solution will fall under the Client's responsibility upon readiness[60]. - The project requires the Client to allocate sufficient technical resources with experience in Angular, .NET, SQL, Kotlin, Java, and Swift[78]. - Client validation period is set for 28 calendar days after the Application Walkthrough and Training[66]. Confidentiality and Liability - Confidential information shared between the parties is protected, with specific conditions under which it may be disclosed[19]. - Confidentiality obligations regarding proprietary information and trade secrets will survive the expiration of the Statement of Work[87]. - The agreement includes a limitation of liability clause, stating that neither party is liable for indirect or consequential damages, except for payment obligations[26]. - The agreement includes provisions for termination under specific conditions, such as material breach or bankruptcy[30]. Code Quality and Assurance - The Code is warranted to operate without material defects and is free from viruses, with AD committing to perform professional services in a workmanlike manner[24].