*** Text Omitted and Filed Separately
Confidential Treatment Request
Under 17 C.F.R. ss 200.80(b)(4),
200.83 and 230.406
Non Technical Services Agreement
Agreement # 4901PR0034
This Agreement dated as of March 16, 2001 ("Effective Date"), between
IBM Corporation and KnowledgeMax, Inc, establishes the basis for a
multinational procurement relationship under which Supplier will
provide Buyer the Deliverables and Services described in SOWS issued
under this Agreement.
1.0 Definitions:
"Affiliates" means entities that control, are controlled by, or are
under common control with a party to this Agreement.
"Agreement" means this agreement and any relevant Statements of Work
("SOW"), Work Authorizations ("WA"), and other attachments or
appendices specifically referenced in this Agreement.
"Buyer" means either Buyer or one of its Affiliates which has signed a
PA.
"Deliverables" means items that Supplier prepares for or provides to
Buyer as described in a SOW.
"Developed Works" means Deliverables developed in the performance of
this Agreement that Buyer will own.
"Participation Agreement" or "PA" means an agreement signed by one or
more Affiliates which incorporates by reference the terms and
conditions in this agreement, any relevant SOW, and other attachments
or appendices specifically referenced in the PA.
"Personnel" means agents, employees or subcontractors engaged or
appointed by Buyer or Supplier.
"Prices" means the agreed upon payment and currency for Deliverables
and Services, including all applicable fees, payments and taxes, as
specified in the relevant SOW and/or WA.
"Services" means work that Supplier performs for Buyer as described in
a SOW.
"Statement of Work" or "SOW" means any document attached to or
included in this Agreement which describes the Deliverables and
Services, including any requirements, specifications or schedules.
"Supplier" means either Supplier or one of its Affiliates which has
signed a PA.
"Work Authorization" or "WA" means Buyer's authorization in either
electronic or tangible form for Supplier to conduct transactions under
this Agreement (i.e., a purchase order, xxxx of lading, or other Buyer
designated document). A SOW is a WA only if designated as such in
writing by Buyer.
2.0 Statement of Work
Supplier will provide Deliverables and Services as specified in the
relevant SOW only when specified in a WA. Supplier will begin work
only after receiving WA from Buyer. Buyer may request changes to a
SOW and Supplier will submit to Buyer the impact of such changes.
Changes accepted by Buyer will be specified in an amended SOW or
change order signed by both parties.
3.0 Term and Termination
3.1 Term
Deliverables and Services acquired by Buyer on or after the Effective
Date will be covered by this Agreement. This Agreement will remain in
effect until terminated.
3.2 Termination of this Agreement
Either party may terminate this Agreement, without any cancellation
charge, for a material breach of the Agreement by the other party or
if the other party becomes insolvent or files or has filed against it
a petition in bankruptcy ("Cause"), to the extent permitted by law.
Such termination will be effective at the end of a thirty (30) day
written notice period if the Cause remains uncured. Either party may
terminate this Agreement without Cause when there are no outstanding
SOWS or WAs.
3.3 Termination of a SOW or WA
Buyer may terminate a SOW or WA with Cause effective immediately or
without Cause on written notice. Upon termination, in accordance with
Buyer's written direction, Supplier will immediately: (i) cease work;
(ii) prepare and submit to Buyer an itemization of all completed and
partially completed Deliverables and Services; (iii) deliver to
Buyer Deliverables satisfactorily completed up to the date of termination
at the agreed upon Prices in the relevant SOW and/or WA; and (iv) deliver
upon request any work in process. In the event Buyer terminates
without Cause, Buyer will compensate Supplier for the actual and
reasonable expenses incurred by Supplier for work in process up to and
including the date of termination, provided such expenses do not
exceed the Prices.
4.0 Pricing
Supplier will provide Deliverables and Services to Buyer for the
Prices. Except for pre-approved expenses specified in the relevant SOW
and/or WA, the Prices for Deliverables and Services specified in a WA
and accepted by Buyer will be the only amount due to Supplier from
Buyer.
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5.0 Payments and Acceptance
Terms for payment will be specified in the relevant SOW and/or WA.
Payment of invoices will not be deemed acceptance of Deliverables or
Services, but rather such Deliverables or Services will be subject to
inspection, test, acceptance or rejection in accordance with the
acceptance or completion criteria as specified in the relevant SOW
and/or WA. Buyer may, at its option, either reject Deliverables or
Services that do not comply with the acceptance or completion criteria
for a refund, or require Supplier, upon Buyer's written instruction,
to repair or replace such Deliverables or re-perform such Service,
without charge and in a timely manner.
6.0 Electronic Commerce
To the extent permitted by local law, the parties will conduct
transactions using an electronic commerce approach under which the
parties will electronically transmit and receive legally binding
purchase and sale obligations ("Documents"), including electronic
credit entries transmitted by Buyer to the Supplier account specified
in the relevant SOW and/or WA. Each party, at its own expense, will
provide and maintain the equipment, software, services and testing
necessary for it to effectively and reliably transmit and receive such
Documents. Either party may use a third party service provider for
network services, provided the other party is given sixty (60) days
prior written notice of any changes to such services. A Document will
be deemed received upon arrival at the receiving party's mailbox or
Internet address. The receiving party will promptly notify the
originating party if a Document is received in an unintelligible form,
provided that the originating party can be identified. In the absence
of such notice, the originating party's record of the contents of such
Document will prevail. Each party will authenticate Documents using a
digital signature or User ID, as specified by Buyer, and will maintain
security procedures to prevent its unauthorized use.
7.0 Warranties
7.1 Ongoing Warranties
Supplier makes the following ongoing representations and warranties:
(i) it has the right to enter into this Agreement and its performance
of this Agreement will comply, at its own expense, with the terms of
any contract, obligation, law, regulation or ordinance to which it is
or becomes subject (including but not limited to all applicable export
and import laws); (ii) no claim, lien, or action exists or is
threatened against Supplier that would interfere with Buyer's rights
under this Agreement; (iii) Deliverables are safe for any use
consistent with and will comply with the warranties, specifications
and requirements in this Agreement; (iv) Services will be performed
using reasonable care and skill and in accordance with the relevant
SOW and/or WA; (v) Deliverables and Services which interact in any
capacity with date data are Year 2000 ready such that when used in
accordance with their associated documentation they are capable of
correctly processing, providing, receiving and displaying date data,
as well as exchanging accurate date data with all products with which
the Deliverables or Services are intended to be used within and
between the twentieth and twenty-first centuries; (vi) Deliverables
and Services which interact in any capacity with monetary data are
earn ready such that when used in accordance with their associated
documentation they are capable of correctly processing monetary data
in the euro denomination and respecting the earn currency formatting
conventions (including the euro sign); (vii) Deliverables and Services
do not infringe any privacy, publicity, reputation or intellectual
property right of a third party; and (viii) all authors have agreed
not to assert their moral rights (personal rights associated with
authorship of a work under applicable law) in the Deliverables, to the
extent permitted by law. THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU
OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING
THOSE WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE.
7.2 Warranty Redemption
Subject to Section 5.0 Payments and Acceptance, if Deliverables or
Services do not comply with the warranties in this Agreement, Supplier
will repair or replace Deliverables or re-perform Services, without
charge and in a timely manner. If Supplier fails to do so, Buyer tray
repair or replace Deliverables or re-perform Services and Supplier
will reimburse Buyer for actual and reasonable expenses.
8.0 On Time Delivery
Deliverables or Services will be delivered as specified in the
relevant SOW and/or WA. If Supplier cannot comply with a delivery
commitment, Supplier will promptly notify Buyer of a revised delivery
date and Buyer may: (i) cancel without charge Deliverables or Services
not yet delivered; (ii) procure such Deliverables or Services
elsewhere and charge Supplier the cost differential; and (iii)
exercise all other remedies provided at law, in equity and in this
Agreement.
9.0 Intellectual Property
All Developed Works belong exclusively to Buyer and are works made for
hire. If any Developed Works are not owned by Buyer by operation of
law, Supplier will assign the ownership of copyrights in such
Developed Works to Buyer. Supplier
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grants Buyer all intellectual property rights licensable by Supplier
which are necessary for Buyer to use and sell the Deliverables and
Services. This Agreement does not grant either party the right to use
the other party's or their Affiliates' trademarks, trade names or
service marks.
10.0 Indemnification
Supplier will defend, hold harmless and indemnify, including legal
fees, Buyer and Buyer Personnel against claims that arise or are
alleged to have arisen as a result of negligent or intentional acts or
omissions of Supplier or Supplier Personnel or breach by Supplier of
any term of this Agreement.
11.0 Limitation of Liability
Except for liability under the Section entitled Indemnification, in no
event will either party be liable to the other for any lost revenues,
lost profits, incidental, indirect, consequential, special or punitive
damages. In no event will either party be liable for the respective
actions or omissions of its Affiliates under this Agreement.
12.0 Supplier and Supplier Personnel
Supplier is an independent contractor and this Agreement does not
create an agency relationship between Buyer and Supplier or Buyer and
Supplier Personnel. Buyer assumes no liability or responsibility for
Supplier Personnel. Supplier will: (i) ensure it and Supplier
Personnel are in compliance with all laws, regulations, ordinances,
and licensing requirements; (ii) be responsible for the supervision,
control, compensation, withholdings, health and safety of Supplier
Personnel; (iii) ensure Supplier Personnel performing Services on
Buyer's premises comply with the On Premises Guidelines; and (iv)
inform Buyer if a former employee of Buyer will be assigned work under
this Agreement, such assignment subject to Buyer approval.
13.0 Insurance
Supplier will maintain at its expense: (i) comprehensive general or
public liability insurance with a minimum limit per occurrence or
accident of $1,000,000 (or local currency equivalent); (ii) workers'
compensation or employer's liability as required by local law, such
policies waiving any subrogation rights against Buyer; and (iii)
automobile liability insurance as required by local statute but not
less then $1,000,000 (or local currency equivalent) if a vehicle will
be used in the performance of this Agreement. Insurance required under
this Section will name Buyer as an additional insured with respect to
Buyer's insurable interest, will be primary or non-contributory
regarding insured damages or expenses, and will be purchased from
insurers of sound internationally recognized financial standing.
14.0 General
14.1 Amendments
This Agreement may only be amended by a writing specifically
referencing this Agreement which has been signed by authorized
representatives of the parties.
14.2 Assignment
Neither party will assign their rights or delegate or subcontract
their duties under this Agreement to third parties or Affiliates
without the prior written consent of the other party, such consent not
to be withheld unreasonably, except that Buyer may assign this
Agreement in conjunction with the sale of a substantial part of its
business utilizing this Agreement. Any unauthorized assignment of this
Agreement is void.
14.3 Choice of Law and Forum; Waiver of Jury Trial; Limitation of Action
This Agreement and the performance of transactions under this
Agreement will be governed by the laws of the country where the Buyer
entering into the relevant agreement or PA is located, except that the
laws of the State of New York applicable to contracts executed in and
performed entirely within that State will apply if any part of the
transaction is performed within the United States. The parties
expressly waive any right to a jury trial regarding disputes related
to this Agreement. Unless otherwise provided by local law without the
possibility of contractual waiver or limitation, any legal or other
action related to this Agreement must be commenced no later than two
(2) years from the date on which the cause of action arose.
14.4 Communications
All communications between the parties regarding this Agreement will
be conducted through the parties' representatives as specified in the
relevant SOW and/or WA.
14.5 Counterparts
This Agreement may be signed in one or more counterparts, each of
which will be deemed to be an original and all of which when taken
together will constitute the same agreement. Any copy of this
Agreement made by reliable means (for example, photocopy or facsimile)
is considered an original.
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14.6 Exchange of Information
Unless required otherwise by law without the possibility of
contractual waiver or limitation, all information exchanged by the
parties will be considered non-confidential. If the parties require
the exchange of confidential information, such exchange will be made
under a confidentiality agreement. The parties will not publicize the
terms of this Agreement, or the relationship, in any advertising,
marketing or promotional materials without prior written consent of
the other party except as may be required by law, provided the party
publicizing obtains any confidentiality treatment available. Supplier
will use information regarding this Agreement only in the performance
of this Agreement. For any business personal information relating to
Supplier Personnel that Supplier provides to Buyer, Supplier has
obtained the agreement of the Supplier Personnel to release the
information to Buyer and to allow Buyer to use such information in
connection with this Agreement.
14.7 Freedom of Action
This Agreement is nonexclusive and either party may design, develop,
manufacture, acquire or market competitive products or services. Buyer
will independently establish prices for resale of Deliverables or
Services and is not obligated to announce or market any Deliverables
or Services and does not guarantee the success of its marketing
efforts, if any.
14.8 Force Majeure
Neither party will be in default or liable for any delay or failure to
comply with this Agreement due to any act beyond the control of the
affected party, excluding labor disputes, provided such party
immediately notifies the other.
14.9 Obligations of Affiliates
Affiliates will acknowledge acceptance of the terms of this Agreement
through the signing of a PA before conducting any transaction under
this Agreement.
14.10 Prior Communications and Order of Precedence
This Agreement replaces any prior oral or written agreements or other
communication between the parties with respect to the subject matter
of this Agreement, excluding any confidential disclosure agreements.
In the event of any conflict in these documents, the order of
precedence will be: (i) the quantity, payment and delivery terms of
the relevant WA; (ii) the relevant SOW; (iii) this agreement; and (iv)
the remaining terms of the relevant WA.
14.11 Record Keeping and Audit Rights
Supplier will maintain (and provide to Buyer upon request) relevant
business and accounting records to support invoices under this
Agreement and proof of required permits and professional licenses, for
a period of time as required by local law, but not for less than three
(3) years following completion or termination of the relevant SOW
and/or WA. All accounting records will be maintained in accordance
with generally accepted accounting principles.
14.12 Severability
If any term in this Agreement is found by competent judicial authority
to be unenforceable in any respect, the validity of the remainder of
this Agreement will be unaffected, provided that such unenforceability
does not materially affect the parties' rights under this Agreement.
14.13 Survival
The provisions set forth in the following Sections and Subsections of
this Agreement will survive after termination of this Agreement and
will remain in effect until fulfilled: "Ongoing Warranties",
"Intellectual Property", "Indemnification", "Limitation of Liability",
"Record Keeping and Audit Rights", "Choice of Law and Forum; Waiver of
Jury Trial; Limitation of Action", "Exchange of Information", and
"Prior Communications and Order of Precedence".
14.14 Waiver
An effective waiver under this Agreement must be in writing signed by
the party waiving its right. A waiver by either party of any instance
of the other party's noncompliance with any obligation or
responsibility under this Agreement will not be deemed a waiver of
subsequent instances.
15.0
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
IBM Corporation KnowledgeMax, Inc
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By: /s/ Xxxx Xxxxx 3/19/01 By: /s/ Xxxxx X. Xxxx 16 March 2001
Buyer Signature Date Supplier Signature Date
Xxxx Xxxxx Xxxxx Xxxx
Printed Name Printed Name
Sourcing Strategist President
Buyer Address: Supplier Address:
IBM Corporation KnowledgeMax, Inc.
0000 Xxxxxxxx Xxx 6110 Executive Boulevard
Mail Drop 000X, Xxxxx 000
Xxxxxxx, XX 00000 North Xxxxxxxx, XX 00000
XXX XXX
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Statement of Work
Agreement # 4901PR0034
SOW # 4901PR044
This Statement of Work ("SOW") # 4901PR0044 adopts and incorporates by
reference the terms and conditions of Non-Technical Services Agreement
# 4901PR0034 between IBM Corporation (Buyer) and KnowledgeMax
Inc.(Supplier) This SOW is effective beginning on March 16, 2001 and
will remain in effect until March 15, 2003. The term may be renewed
for two additional one year periods upon agreement of both parties.
Transactions performed under this SOW will be conducted in accordance
with and be subject to the terms and conditions of this SOW, the
Agreement and any applicable Work Authorizations ("WAs"). This SOW is
not a WA.
1.0 SCOPE OF WORK
Supplier will also provide to Buyer the Deliverables and Services
described in Section 2.0 of this SOW. Supplier's system, including any
Supplier enhancements is owned by the Supplier.
1.1 The title inventory displayed for Buyer's Personnel will be limited
to business, professional and technical titles. While the selection of
titles will be made by Supplier, Buyer's Learning Services Division
will review this list periodically to ensure compliance with the
overall intent of the application. The title inventory will contain
books from the major publishing companies including, but not limited
to, Macmillan, Sybex, X'Xxxxxx, Xxxx Xxxxx, Hungry Minds, Xxxxxxx,
McGraw Hill and Maximum Press. Supplier will designate a select book
list which will carry discounts as specified in Section 3.18 of this
SOW.
1.2 Buyer's Learning Services Division will provide to Supplier a weekly
electronic file containing the approved list of Buyer's Personnel
authorized to use this system. The file will contain serial numbers,
department number, country code and division. When the Buyer's
Personnel connects with the Supplier's e-site initially, they will
receive, via e-mail their password authorizing their use of the
system. Buyer's Personnel would then order the books of choice, fill
in the shipping information (which would be saved by Supplier for
future orders) and ship the materials. Supplier would then provide to
Buyer a weekly electronic accounting file of all orders showing the
book title, ISBN number, book cost [ *** ], taxes (where
applicable), and Personnel information, etc. The final contents of
this accounting file will be agreed to by both Buyer's Learning
Services Division and Supplier during the development cycle. This file
will also be used to initiate the release of funds in payment of the
books purchased to Supplier on a weekly basis.
2.0 DESCRIPTION OF DELIVERABLES AND SERVICES.
Supplier will provide an on-line solution for ordering books world
wide via their web-site which will allow Buyer's Personnel direct
access to their IBM Learning Services Campus landing page and
therefore, the application as further defined and described under the
Scope of Work.
3.0 SUPPLIER'S RESPONSIBILITIES
Supplier will meet the following requirements outlined below:
3.1 Supplier site will be available 24 hours a day, 7 days a week except
for scheduled maintenance activity.
3.2 The landing page for Buyer's Personnel on the Supplier site will be
created by Supplier and approved by Buyer's Learning Services.
3.3 The books listed for purchase by Personnel will all carry/display
the same discount off the retail price. This discounted price will be
set by Buyer's Learning Services Division and will [ *** ]. Buyer's
Learning Services will provide 30 days
*** Confidential Treatment Requested
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written notice on future changes to the discounted prices. It is
understood by both parties that this "carry/display price" will
[ *** ]. Prices will be displayed in U.S. Dollars and discounted
accordingly per the agreement in Section 3.18 and 3.20 of this SOW.
3.4 Supplier will use the most current weekly file of Buyer's Personnel
authorized to use the system. The final schedule for Buyer to provide
the Buyer's personnel list and for Supplier to load it on their system
will be finalized during the development cycle - refer to section 5.0
of this SOW.
3.5 [ *** ]
3.6 Special Orders and Bulk Orders are not returnable. Any other book
ordered from Supplier can be returned for any reason within 30 days of
receipt provided that it is in salable condition. Return information
is included on packing slips and is enclosed with all books ordered
from Supplier. Buyer will pay return shipping costs unless the return
is a result of an error on the part of Supplier.
3.7 All orders are shipped via shipping firms with automated tracking,
therefore, Supplier will be able to check status information on
orders. If, for some reason an order cannot be tracked or located,
Supplier will reissue the order as a replacement. If the original
order is eventually received, it is to be treated as a "return" by the
recipient and shipped back per the return information on the packing
slip.
3.8 In stock books ordered before 12:OOPM Central Time will be shipped
within 24 hours (Monday through Friday). Supplier will give Buyer
notice within 48 hours or as soon as possible if an unforeseen act of
God occurred which delayed the shipment of books. For any other type
of delay, Supplier will give Buyer notice within 24 hours.
3.9 Supplier will update availability information on a regular basis to
minimize out-of-stock conditions. Supplier will also work with their
suppliers to minimize the occurrence of out-of-stock situations.
3.10 Supplier will design into their system an order override function
which will allow a limited number (5 or less) of Buyer's personnel's
to change the department/division number to be charged for the
purchase. This will allow the Buyer's Learning Services Division
administrator or designated person to correct / change the Buyer's
accounting information if needed
3.11 Buyer's Learning Services and Supplier will work on creating the
accounting file required for billing and release of funds for payment.
This file and process will be completed and tested, prior to
implementation.
3.12 The implementation target date is within 2 months from contract
execution.
3.13 The Supplier's system will incorporate the requirement that all
Buyer's Personnel orders will be acknowledged by e-mail and the e-mail
address must contain the xxx.xxx ending or another designated ending
approved by the Buyer. This would apply to Buyer's wholly owned
companies or divisions operating as a separate entity in regard to the
e-mail address.
3.14 Buyer's Learning Services reserves the option, with 30 days prior
written notice, to eliminate [ *** ] as an option.
3.15 Orders will be processed and fulfilled for Buyer's Personnel
worldwide.
3.16 Supplier will create on the Buyer's Learning Services landing page
a Special Order selection, the application for which will be used to
process Bulk or other Special Orders. Initially, Special Orders are
defined as those orders of [ *** ] or more of the same title. If
Supplier reduces the minimum order of [ *** ] for Special Orders,
it is understood that this would be their option.
*** Confidential Treatment Requested
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3.17 Orders in quantities of [ *** ] or more will first be directed
via e-mail to the Buyer's Learning Services coordinator who will
verify it, and respond back with permission to fulfill, within 24
hours.
3.18 Supplier will provide a [ *** ] structure to Buyer for all books
on the select book list (except for Bulk Orders or Special Orders) see
Sections 3.16, 3.17 & 3.20 of this SOW. This is to be done as a two
stage approach as follows: [ *** ] at the outset, followed by
[ *** ]
IBM Corporation
Attn.: Xxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx 0000
Xxxxxx, XX 00000
[ *** ]
IBM Corporation
Attn.: Xxxx Xxxxx
6300 Diagonal Hwy
Mail Drop 001V
Xxxxxxx, XX 00000
All purchases there after will receive the [ *** ] with the
exception specified under Section 3.20 of this SOW.
3.19 The Buyer will sell to the Supplier up to 3500 units of Buyer's
remaining inventory in Mechanicsburg, PA warehouse, providing the
titles are current editions of in-print titles and in salable
condition. After thirty (30) days of receipt of said titles, Supplier
will credit Buyer [ *** ] for future purchases until the total
dollars of goods sold to Supplier have been paid for. Buyer will
forward at Buyer's expense remaining inventory to Supplier's warehouse
-via Xxxxx & Xxxxxx Inc.
3.20 For Special Orders, the Supplier will obtain a special quote from
the publisher/wholesaler for the specific title. [ *** ]
3.21 [ *** ]
4.0 BUYER'S RESPONSIBILITIES
The buyer will arrange, prior to implementation, the required buyer
purchase order under which all payments to the supplier will be made.
Additional funds will be added to the purchase order as time/costs
dictate, in a timely manner to ensure no interruption in Buyer's
payments.
*** Confidential Treatment Requested
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4.1 Buyer's Personnel will place orders providing all information
required for Supplier to be able to deliver the requested books within
the established guidelines in a timely manner as agreed to. All orders
placed in accordance with these guidelines shall be the sole financial
responsibility of Buyer.
5.0 MUTUAL RESPONSIBILITIES
The parties will work together to establish and perfect the "IBM
Global Campus" and Supplier's "E-Site" connection and procedures, to
make the system an electronic book purchasing showcase for Buyer's
Personnel. This work should be completed within a two (2) month time
frame.
5.1 The parties will work diligently together during the development
cycle of the applications in order to bring the system to life within
the specified time period (see section 5.0 of this SOW). If questions
or problems arise, both parties will work together to resolve the
issues. Problems and/or questions will need to be addressed quickly,
so that the book ordering and delivery workflow can be resumed and
deliveries of books can be received on time by Buyer's Personnel..
6.0 SCHEDULE
The primary ordering application and billing application must be
implemented also within two months of signing the contract, so proper
ordering, shipping and billing can be done. It is understood, that the
special order application on the suppliers site, may come on-line at a
later date. If so, special orders will be handled via phone/e-mail
communications.
7.0 PAYMENTS
Net amount of payments will be due 45 days after the receipt of an
acceptable invoice by IBM. Supplier will submit invoices on a weekly
basis to Buyer. Invoices will be presented in U.S. Dollars.
8.0 Terms
The contract will be effective March 16, 2001 through March 15, 2003.
The term may be renewed for two additional one year periods upon
agreement of both parties.
9.0 COMMUNICATIONS
All communications between the parties will be carried out through the
following designated coordinators:
Business Coordinators
FOR SUPPLIER FOR BUYER
Name Xxxxx Xxxx or Xxxx Xxxxxx Name Xxxx Xxxxx
Title President, KnowledgeMax, Title Sourcing Strategist
Inc.- Xxxxx Xxxx
Xx. Vice President- Xxxx
Xxxxxx KnowledgeMax Inc.
Address 0000 Xxxxxxxxx Xxxx Address 0000 Xxxxxxxx Xxx.
Xxx 000 Mail Drop 001V
North Bethesda, MD 20852 Xxxxxxx, XX 00000
Phone 000-000-0000 xxx 000 Phone 000-000-0000
Xxxxx
000-000-0000 xxx 000
Xxxx
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Fax 000-000-0000 Fax 000-000-0000
E-mail xxxxx@xxxxxxxxxxxx.xxx E-mail xxxxxx@xx.xxx.xxx
xxxxxxx@xxxxxxxxxxxx.xxx
Legal Coordinators
FOR SUPPLIER FOR BUYER
Name Xxxxx Xxxx Name Xxxx Xxxxx
Title President, KnowledgeMax, Inc. Title Sourcing Strategist
Address 0000 Xxxxxxxxx Xxxx Address 0000 Xxxxxxxx Xxx.
Xxx 000 Mail Drop 001V
North Bethesda, MD 20852 Xxxxxxx, XX 00000
Phone 000-000-0000 xxx 000 Phone 000-000-0000
Fax 000-000-0000 Fax 000-000-0000
E-mail xxxxx@xxxxxxxxxxxx.xxx E-mail xxxxxx@xx.xxx.xxx
Technical Coordinators
FOR SUPPLIER FOR BUYER
Name Xxxxxxx Xxxxxxxxxx Name Xxxx Xxxxxxx
Title Chief Technology Officer Title Bookstore Coordinator
Address 0000 Xxxxxxxxx Xxxx Address 0000 Xxxxxxxx Xxxxx,
Xxx 000 Xxxxxxxxxxx, XX 00000
North Xxxxxxxx, XX 00000
Phone 000-000-0000 xxx 000 Phone 000-000-0000
Fax 000-000-0000 Fax None
E-mail xxxx@xxxxxxxxxxxx.xxx E-mail xxxxxxx@xx.xxx.xxx
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
IBM Corporation KnowledgeMax, Inc
By: /s/ Xxxx Xxxxx 3/19/01 By: /s/ Xxxxx X. Xxxx 16 March 2001
Buyer Signature Date Supplier Signature Date
Xxxx Xxxxx Xxxxx Xxxx
Printed Name Printed Name
Sourcing Strategist President
Buyer Address: Supplier Address:
IBM Corporation KnowledgeMax, Inc.
0000 Xxxxxxxx Xxx 6110 Executive Boulevard
Mail Drop 001V Xxxxx 000
Xxxxxxx, XX 00000 Xxxxx Xxxxxxxx, XX 00000
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