After Centech Group, Inc. (Centech) (plaintiff) entered into an agreement with the U.S. Navy (the Navy) to convert 55 million microfiche personnel records into digital format, it sub-contracted a portion of the work to I-NET to design and develop a data conversion system. I-NET subsequently became Getronicswang Company (defendant). Centech failed to perform according to the terms of the prime contract with the Navy. Centech entered into a memorandum of understanding (Original MOU) with I-NET which provided that I-NET would assume liability from Centech for performance of the Navy contract by either (1) a novation of the sub-contract or (2) a restructuring of the sub-contract. If the parties were unable to achieve either of the above, they agreed to work in good faith to restructure the Navy agreement to allow I-NET to become primarily responsible for the deliverables. Additionally, I-NET agreed to award over $9 million in sub-contracts to Centech over a period of years. After the parties were unable to agree to a novation or a substantial restructuring, they entered into a new MOU (Revised MOU) which expressly superseded all previous agreements and required I-NET to identify and pursue $10 million worth of project opportunities for Centech. After I-NET failed to provide Centech with the required contracting and project opportunities, Centech filed suit in federal district court against I-NET for breach of contract. The district court granted summary judgment in favor of I-NET. Centech appealed.