Interesting observation CNDNBACON.

Let me try and explain.

In the first paragraph of the initial press release of November 6th 2018, wherein we announce this relationship, we define the Japanese entity as a “Partner”.  

We called the signed agreement a “Memorandum of Understanding” (the “MOU”) for the simple reason that that was what it was titled on the first page of the agreement.  It may sound silly but we went with the title of the document.

The MOU is definitely more than an understanding written on the back of an envelop to be further developed. We noted in the press release that the MOU (1) outlines the understanding of how the Parties will move forward towards a potential joint venture partnership (the “JV”) for the purpose of developing DROSRITE™ tolling services globally., and (ii) envisions moving forward with test cases to provide tolling services. These test cases would serve as a basis on which to determine, if, and how, the Parties would jointly provide tolling services on a global basis.

We need to move forward with a test case so as to better delineate our responsibilities and economics before cookie-cutting the tolling offering all over the world.  Makes sense, no?  Given we haven’t agreed yet on how to share the benefits (although I do not see any disagreement on that front being a deal breaker) we qualified the description of the MOU with words like “potential” and “…if and how…”.

Given the above I would have to say that strategic partnership would more aptly define the relationship notwithstanding the title of the agreement.  The JV would be the document that clearly defines the responsibilities and economics.

Hope that helps,

Peter