Nh de Septiembre del 2020
ami, Florida
Ofnnisys S.A.
Mexico, D.F
‘Ajunto: Entrega de Registro Accionario y Acuerdo de Tecnologia
Estimado Saul:
Tengo el gran gusto de saludarte y dirigirme a ti con nuevos documentos y registro en pro
de|nuestra sociedad y gran futuro juntos.
Adicionalmente, te envio el acuerdo de plataforma tecnolégica con el propésito de registrar
el nismo. Asi como ya hicimos con la marca de RIDII. Te ruego que los firmes y me los
enpies lo antes posible.
Estamos a la vuelta de la esquina del lanzamiento y quiero de todo corazén agradecerles a ti
¥ dl resto de equipo de socios y personal de Omnisys por tan gran y maravillosa obra.
Estamos contemplando un gran éxito y muchas oportunidades en adelante.
Retiban todos, un fuerte abrazo y qué Dios nos ‘guie en ésta nueva’aventura
RIDisteaming 12595 SW 137th. ave, suite 111
TEFHNOLOGY Miami, Florida 33186
aRIDI AND OMNISYS TECHNOLOGY DEVELOPMENT AGREEMENT
This Technology Development Agreement is established in joint agreement and understanding by
ard between RIDII and OMNISYS as Partners; both under Sharcholders Agreement within RIDIL,
Ink.
This Streaming platform for video, audio, music, educational, remittances and any additional
Purposes Development Agreement is made and entered into this September 10, 2020; and
Fefroactive to the signage of the Letter of Intent (LOI) on June 29, 2020. As the originally agreed
dite, (the “Effective Date”); by and between RIDII INC, a Florida based corporation (hereinafter
referred to as “RIDII INC”) and Omnisys, SA, a Mexico based corporation.
jereas both RIDII (Coneeptualization and structuring) and OMNISYS (software developer) have
brfinstormed, created, and developed the RIDI! platform to be originally intentioned for the use of
rpducts and services to the religious sector but not limited to said market.
RECITALS
Whereas, RIDII INC is developing a new technology platform which includes streaming system,
indluding audio, audiovisual, visual and educational system projected for organizations
reas, Developer specializes in the design, programming, and implementation of technology
plqtforms
Whereas, RIDII INC desires to engage it Partner Omnisys to design and develop a Streaming
platform for video, audio, music, and educational purposes to be used for its client base.
Wheres, ‘Omnisys desires to be engaged with RIDII INC, as Developer and Partner as further
degcribed in this Agreement.
‘Whereas, Upon completion of the Platform development, all rights of ownership, titles, licenses and
or fll applicable documentation shall be transferred as proprietary and exclusive property to the
Master Company RIDII.
jereas, Upon RIDII shall register and trademark all applicable solutions under the Master
Cofmpany RIDII. No individual or private ownership rights will be registered.
Noly, therefore, in consideration of the premises and of the mutual undertakings hereinafter set
forjh, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
aclnowledged, the Parties agree as follows:
CHNOLOGY Miami, Florida 331861]
Definitions
“Alcceptance” means the procedure applicable to Deliverable, Services or Scope of Work meets the
applicable acceptance and performance criteria set forth in this Technology Development.
Agreement and any applicable Statements of Work.
i)
“Affiliate” means with respect to each of Developer and RIDII INC another entity controlling,
coptrolied by or under common control with such entity. For purposes of this definition, “control”
‘ovr an entity shall mean (i) the possession, directly or indirectly, of more than 50% of the voting
over to elect directors, in the case of an entity that is a corporation, or members of a comparable
g0feming body, in the case of a limited liability company, firm, joint-venture, association or other
entity, (ii) with respect to an entity that is a partnership, the ability to exercise the rights of a
geberal partner, and (ii) the contractual right to manage or control an entity.
rent” means this platform for streaming system, including audio, audiovisual, visual and
tional system projected for organizations Development Agreement executed by authorized
sentatives of both RIDII INC and Developer, and other Annexes, Schedules, Exhibits and
jchments referenced in this Agreement, which are incorporated into this Agreement by this
rence, together with all Statements of Work that are from time to time later executed by both
ies.
14
“Background Rights” means any Intellectual Property Rights, which were acquired or developed
prigr to commencement of the Development Work or independent of the performance of the
felopment Work. Background Rights of any Party hereto shall remain the ownership of such
Patty, even if it discloses such information to the other Party.
15]
“Cljange Order” has the meaning given in Section 6,
1.6]
‘“Cdnfidential Information” means data and information that a Party actually treats as confidential
‘haf relates to such Party’s and/or its Affiliates or customer's products, business plans and/or
strafegies, inventions, research, discoveries, trade secrets, secret processes, software, technology,
knojwledge databases and applications which access knowledge databases, personnel records,
Patignt and member records and information, medical records, health information, test results,
proprietary computer programs, marketing information, and any other similar information that is,
clegrly marked to indicate its confidential or proprietary status, if disclosed by or on behalf of ont
Party to the other in written, graphic, recorded, photographic or any machine readable form, or (
acedrding to its nature and standards of reasonableness and good faith ought to be considered.
confidential, even if not marked and regardless how it is disclosed. Any and all financial
RIDIsroaming 12595 sw 137th. Ave, Suite 111
TEPHNOLOGY Miami, Florida 33186
a eeRIDi
information received or accessed by the Receiving Party shall be deemed Confidential Information
ofthe Disclosing Party and all of the Equipment, Deliverables and designs shall be deemed
(C4nfidential Information of RIDI INC or Omnisys respectfully even if not marked as confidential
‘The Receiving Party is that which receives another Party’s Confidential Information.
1
‘Deliverables” means the equipment, designs, work product, documents, processes and any matters
required to be created, developed, produced, provided, licensed or delivered pursuant to the
ethnical Agreement, this Agreement or a Statement of Work.
1
“Dpta” means all information of any kind conceming the Deliverables and the development of the
Deiverables and all derivative works thereof. Data includes client information.
19
“Dpvelopment Payment” means the financial consideration or shares issuance by RIDII INC for
Defelopment Work pursuant to an applicable Statement of Work
1.
-velopment Payment Schedule” means the dates or milestones upon which RIDI1 INC is
ired to comply with financial consideration or issuance of shares to Developer for the
Defelopment Work set forth in this Agreement, or an applicable Statement of Work
1
ang implementation and other services described in this Technology Development Agreement, and
“Development Work” means the Deliverable platform development and/or Deliverable integration
any applicable Statements of Work.
Ll
“Dgvelopment Work Schedule” means the deadlines, completion dates, schedule and milestones for
performance of the Services and completion, delivery and testing of the Equipment and
Deljverables and integration and implementation and other services all as described in this
Tehuclogy Development Agreement, and any applicable Statements of Work.
1
“Dqcumentation” means any related documentation, technical manuals, specifications sheets and
forps, and other explanatory or descriptive materials of any type, whether in paper ot electronic
fonp for the Equipment or any Deliverables, which are provided by Developer, prepared by
Devsoper or required by this Technology Development Agreement, and any applicable Statemen
of Work.
RIDisteaming 12595 SW 137th. Ave, Suite 111
TEPHNOLOGY Miami, Florida 33186f of concept” means the prototypes and software models, if any, that are required to be