1
EXHIBIT 10M
ALLIANCE AND JOINT MARKETING AGREEMENT
This Alliance and Joint Marketing Agreement ("Agreement"), between MCI
Telecommunications Corporation ("MCI"), a Delaware Corporation, with offices at
0000 Xxxxxx Xxxxxxx, Xxxxxx XX 00000, and Information Resource Engineering
Incorporated ("IRE"), a Delaware Corporation with offices at 0000 Xxxxxxxxx
Xxxxx, Xxxxxxxxx, XX 00000, is made and effective on the date of the second
signature affixed hereto.
WITNESSETH:
WHEREAS, MCI and IRE desire to establish terms to govern a cooperative
program ("Program") under which MCI and IRE may jointly market certain MCI and
IRE products and services to third parties ("Customer(s)").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and commitments set forth below the parties agree as follows:
1. Programs, Products and Services
(a) Attachment A will govern sales activity under the Program. Attachment
A identifies the IRE products or services that are included initially
in the Program. MCI and IRE may by joint agreement modify the pricing
discounts or the list of its products or services included in the
Program. For IRE products sold under the Program, IRE will provide its
products and services to all qualified Customers (as defined in
Attachment A) at the pricing discounts identified therein.
(b) Attachment B identifies the MCI services that are included initially
in the Program. For MCI services sold under the Program MCI will offer
the price discounts identified in Attachment B.
(c) Attachment C establishes terms and conditions applicable to the IRE
products previously purchased by MCI, but which IRE may repurchase
pursuant to this Agreement.
(d) The parties agree to promote, market, and advertise the existence and
use of this IRE/MCI joint selling alliance to their respective sales
forces. The parties also agree to promptly enter into good faith
negotiations for completion of a contract governing IRE's provision of
key management services through its SafeNet Security Center. For the
term of this Agreement, MCI agrees to use its reasonable efforts to
maintain an impartial position when prospects for services offered by
MCI through the Alliance Program express no preference for services
offered by a particular alliance partner.
1
2
2. Customer Relationships
Post-sale Customers, unless otherwise agreed on an individual case basis,
will have a direct relationship with MCI and IRE, for their respective
services and goods.
3. Order Entry
Unless otherwise agreed by the parties:
(a) MCI will provide order entry capability for MCI services offered in the
Program; and
(b) IRE will provide order entry capability for the IRE products and
services offered in the Program.
4. MCI Products and Services Standards
MCI will provide MCI services, and act as the Agent for foreign PTT
services under the Program in accordance with its then-effective
international agreements, unless otherwise agreed with a Customer.
5. IRE Products and Service Standards
IRE will make its products available to Customers under the Program in
accordance with Attachment A unless otherwise agreed with the Customer or
MCI. IRE shall be exclusively responsible for establishing all terms and
conditions, consistent with this Agreement, applicable to the sale of its
products or services to Customers, including but not limited to all
applicable warranty, maintenance, support, service and return policy
requirements associated therewith. MCI shall not be considered a party to
this vendor/vendee relationship, and all obligations arising out of the
sale of IRE's products and services to Customers shall be satisfied solely
and exclusively by IRE. IRE agrees and warrants that all products and
services under this Program will comply with any and all applicable laws
and regulations of all applicable jurisdictions.
6. Program Management
The parties will each appoint a Program Manager. The Program Managers will
meet regularly during initial implementation of the Program. After initial
implementation, the Program Managers will meet quarterly to update
forecasts, improve Program management, and review strategy and Program
performance in accordance with Attachment A.
2
3
7. Training
The parties will provide sales training at no charge for their respective
management, support, sales, and engineering personnel. This training will
be developed and reviewed jointly and may be modified from time to time by
mutual agreement.
8. Term and Termination
This Agreement shall commence on the effective date and shall terminate on
its third anniversary, unless earlier terminated as provided below or
extended by mutual agreement. Either party may terminate this Agreement on
thirty (30) day's written notice to the other party. Termination shall have
the effect of terminating the parties' obligations to continue any joint
marketing activity hereunder. Customer contracts for provision of products
and services that are in effect prior to the date of this Agreement's
termination will be unaffected by a termination. Prior to the effective
date of this Agreement's expiration and pursuant to notice, the parties
will in good faith attempt to negotiate an appropriate transition for any
joint sales activities underway prior the termination. Neither party shall
have any obligation or liability to the other or to any third party by
reason of the rightful termination or expiration of this Agreement.
Notwithstanding anything to the contrary in this Agreement, Section 1 of
Attachment A, including but not limited to IRE's right to purchase product
from MCI inventory, shall survive termination of this Agreement.
9. Confidentiality
The parties use and disclosure of proprietary information shall be subject
to the terms of the Nondisclosure Agreement, executed by the parties and
attached hereto as Attachment D. Information which is disclosed orally in a
manner which makes it apparent that it is proprietary or confidential,
shall be deemed to have been delivered in writing and labeled as
proprietary or confidential. The terms of this provision shall survive
termination of this Agreement.
10. Trademarks
Nothing in this Agreement shall be construed to grant either party any
rights or license in or to the other party's trademarks, service marks,
logos and other proprietary marks ("Trademarks") other than as set forth
herein. Neither party shall use the name, trademarks, trade names or
service marks of the other party in any advertisement, promotional
statement, sales literature or any other form of publicity or marketing
without the prior written approval of the other party. The terms of this
provision shall survive termination of this Agreement. MCI hereby
acknowledges that it retains no right in or to the SafeNet trademark.
3
4
11. Indemnification
Subject to the limitations contained in Article 14, MCI shall indemnify,
protect and save harmless IRE, its affiliates and subsidiaries from and
against any and all loss, liability, damage and expense, including
reasonable attorneys' fees arising out of and to the extent any third party
demand, claim, or suit for personal injury, including death, or damage to
tangible property arising or related to the MCI's negligent acts or
omissions in performing its obligations under this agreement. IRE shall
give MCI prompt notice of any such claim and MCI shall have the sole
authority to defend or settle any and all claims arising under this
section. MCI shall not be liable for any settlements or compromises unless
MCI has approved such settlements or compromises in advance or the defense
of the claims has been tendered to MCI and it failed to promptly undertake
the defense.
Subject to the limitations contained in Article 14, IRE shall indemnify,
protect and save harmless MCI, its affiliates and subsidiaries from and
against any and all loss, liability, damage and expense, including
reasonable attorney's fees arising out of and to the extent any third party
demand, claim, or suit for personal injury, including death, or damage to
tangible property arising or related solely to IRE's negligent acts or
omissions in performing its obligations under this agreement. MCI shall
give IRE prompt notice of any such claim and IRE shall have the sole
authority to defend or settle any and all claims arising under this
section. IRE shall not be liable for any settlements or compromises unless
IRE has approved such settlements or compromises in advance or the defense
of the claims has been tendered to IRE and it failed to promptly undertake
the defense.
12. Relationship of the Parties
This Agreement is not intended to be, nor shall it be construed as, a joint
venture, association, partnership, franchise or other form of business
relationship. Neither party shall have nor hold itself out as having any
right or power or authority to assume, create, or incur any expense,
liability or obligation, expressed or implied, on behalf of the other
party, except as expressly provided herein. Nothing in this Agreement shall
prevent either MCI or IRE from entering into another agreement with a third
party or any other joint marketing programs with a third party. Except as
expressly agreed, each party shall bear its own costs and expenses incurred
under or in conjunction with its performance of obligation contained in
this Agreement.
13. Notices
All notices, demands or consents required or permitted hereunder shall be
in writing and shall be delivered, sent by facsimile (with confirmation
copy by mail) or telex, or mailed to the respective party's at the
addresses first set forth in the first paragraph of this Agreement or at
such other address as shall have been given to the other
4
5
party in writing for the purposes of this clause. Such notices and other
communications shall be deemed effective upon the earliest to occur of (i)
actual delivery, (ii) five (5) days after mailing, addressed and postage
prepaid, returned receipt requested, as aforesaid, or (iii) one (1)
business day after transmission by telex, telegram or facsimile where
receipt has been confirmed by the same type of transmission or in writing
received by the sender.
If to MCI: ATTN: Xxxxxx Xxxxxxxxx
CC: MCI General Counsel
0000 00xx Xxxxxx XX
Xxxxxxxxxx, XX 00000
If to IRE: ATTN: Xxxx Xxxxxxxxx
CC: Xxxxx Xxxx
IRE General Counsel
00 Xxxxx Xxxxx
Xxxxxxxxxxx, X.X. 00000
14. Limitation on Liability
Neither party shall be liable to the other for indirect, incidental,
consequential, reliance, exemplary or special damages, including without
limitation lost profits, regardless of the form of action. Terms of this
provision shall survive termination of this Agreement.
15. Arbitration
Any dispute or disagreement arising between the parties in connection with
this Agreement, which is not settled to the mutual satisfaction of the
parties within thirty (30) days (or such longer period as may be mutually
agreed upon) from the date that either party informs the other in writing
that such dispute or disagreement exists, shall be settled by arbitration
in accordance with the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures,
as amended by this Agreement. The cost of the arbitration, including the
fees and expenses of the arbitrator(s), will be shared equally by the
parties unless the award otherwise provides. Each party shall bear the cost
of preparing and presenting its case. The parties agree that this
provision and the arbitrator's authority to grant relief shall be subject
to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the
provisions of this Agreement, and the ABA-AAA Code of Ethics for
Arbitrators in Commercial Disputes. The parties agree that the
arbitrator(s) shall have no power or authority to make awards or issue
orders of any kind except as expressly permitted by this Agreement, and in
no event shall the
5
6
arbitrator(s) have the authority to make any award that provides for
punitive or exemplary damages. The decision of the arbitrator(s) shall
follow the plain meaning of the relevant documents, and shall be final
and binding upon the parties. The award may be confirmed and enforced in
any court of competent jurisdiction. All post-award proceedings shall be
governed by the USAA.
16. Assignment
Neither this Agreement nor any of the rights or obligations hereunder may
be assigned, delegated, sublicensed or otherwise transferred by either
party without the written consent of the other party except either party
may at its sole discretion assign, delegate or subcontract performance of
its obligations under this agreement to any other division, subsidiary,
affiliate or successor entity of said party; notwithstanding any such
assignment, the assigning party shall continue to be responsible for
performance of this Agreement in accordance with the terms of this
Agreement unless its responsibility is expressly excused by the other
party.
17. Applicable Laws
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without reference to its choice of law
principles.
18. Publicity
The parties agree to release the press announcement attached hereto as
Attachment E upon execution by both parties of this Agreement. The parties
agree that no other news releases, media statements, or other public
announcements concerning the existence of this Agreement or any of its
terms and conditions or performance obligations of the parties shall be
made without the prior written approval of the other party. Such written
approval, whenever granted, shall expire six months after the date on which
approval was granted, and shall be extended beyond six months only by
express agreement between the Parties.
19. Effect on Prior Agreement
The Parties hereby immediately terminate the Purchase and Maintenance
Agreement ("PM Agreement") between MCI and IRE dated September 22, 1995,
including its Minimum Initial Order provisions (Section VI and Schedule C).
The Parties further agree to release each other from and against all
actions, causes of action, claims, suits, debts, damages judgments, and
demands whatsoever, whether matured or unmatured, whether at law or in
equity, whether before a local, state or federal court or state or federal
administrative agency or commission, whether now known or unknown, that
each party now has or may have had, on behalf of it or any other person or
entity, at any time prior to and including the date of this Agreement or
6
7
hereafter can, shall, or may have or claim to have, arising out of or
relating to termination of the PM Agreement and its Minimum Initial Order
provisions. Attachment C of this Agreement establishes terms and conditions
applicable to the IRE products purchased by MCI pursuant to the PM
Agreement.
20. Miscellaneous
(a) No modification, amendment, supplement to, or waiver of the Agreement
or any of its provisions shall be binding upon the parties hereto
unless made in writing and duly signed by an authorized representative
of the party against whom enforcement thereof is sought. A failure or
delay of either party to this Agreement to enforce any of the
provisions thereof, to exercise any option which is herein provided,
or to require performance of any provision hereof shall in no way be
construed to be a waiver of such provisions.
(b) If any provision of this Agreement shall be declared invalid, illegal,
or unenforceable as a matter of law, then that provision shall be deemed
void and of no effect and the remainder of the Agreement shall survive such
event.
(c) The terms and conditions of any and all attachments thereto as amended
from time to time by mutual written agreement of the parties or in
accordance with the terms of this Agreement, are incorporated herein by
reference and shall constitute part of this agreement as if fully set forth
herein. This Agreement shall be construed or interpreted whenever possible
to avoid conflict between the articles hereof and the Attachments hereto,
provided that if such conflict shall arise, the Articles of this Agreement
shall control.
(d) The headings in this Agreement are for the purpose of reference only
and shall not in any way limit or otherwise affect the meaning or
interpretation of any of the terms hereof.
(e) This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the
same instrument.
(f) IRE agrees to indemnify and to save MCI, its officers, agents,
employees, customers, suppliers, and vendors harmless from any and all
losses, expense, damage, liability, claims or demands either at law or
equity of actual or alleged infringement of any patent, invention, design,
trade secret, trademark or copyright arising from the purchase, use or
offering for sale of products and services provided by IRE under this
Program, except where such infringement or alleged infringement arises by
reason of designs for such materials or articles originally furnished to
IRE by MCI.
(g) IRE shall adhere to U.S. government regulations and requirements for
any exports of cryptographic hardware, software, or services made pursuant
to this
7
8
Agreement. All international or export shipments of IRE's products and
services shall be the responsibility of and controlled by IRE.
21. Entirety of Agreement
This Agreement, together with its Attachments, constitutes the entire
Agreement and supersedes all previous agreements, promises,
representations, understandings, and negotiations between the parties,
whether written or oral, with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
IRE CORPORATION MCI TELECOMMUNICATIONS CORPORATION
/s/ XX XXXXXX /s/ XXXX X. XXXXXXXXXXX
--------------------- -----------------------
Signature Signature
X X Xxxxxx Xxxx X. Xxxxxxxxxxx
--------------------- -----------------------
Printed or Typed Name Printed or Typed Name
Chairman Director
--------------------- -----------------------
Title Title
12/16/96 11-13-96
--------------------- -----------------------
Date Date
8
9
IRE-MCI SERVICES AGREEMENT
This Services Agreement ("Agreement"), between MCI Telecommunications
Corporation ("MCI"), a Delaware Corporation, with offices at 0000 Xxxxxx
Xxxxxxx, Xxxxxx XX 00000, and Information Resource Engineering Incorporated
("IRE"), a Delaware Corporation with offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx,
XX 00000, is made for the purpose of MCI and its affiliates reselling IRE
services to MCI's Customers and shall be effective on the date of the second
signature affixed.
In consideration of the mutual promises and commitments set forth below the
parties agree as follows:
1. IRE Services
1.1 IRE will provide services in accordance with Attachment A at the prices
listed in Attachment B. IRE represents and warrants that services provided
hereunder will meet generally accepted industry standards for information
security and key management services and will be performed in a prompt and
professional manner. There are no warranties, expressed or implied, of
merchantability, fitness or otherwise, which extend beyond the face of this
Agreement.
IRE will notify MCI if an upgrade is necessary to maintain or improve the
security and/or functionality of the services provided by IRE hereunder.
1.2 System availability for session key generation, recording and tracking as
well as availability for trouble shooting shall be no less than 97%, as
calculated according to Section 2.1.1 of Attachment A.
1.3 Questions and support requests relating to the IRE Services may be made by
either MCI or MCI's Customers. IRE shall be solely responsible for
responding to, and will use its best efforts to resolve, MCI Customer
technical problems and complaints related to or arising from the IRE
services provided hereunder, and in doing so shall comply with the
Trouble-Handling Procedures and Response Times listed in Section 6
Attachment A.
1.4 IRE shall provide a minimum of two back up security centers to the primary
Security Center. One security center will be collocated with the primary
security center at IRE headquarters in Baltimore, Maryland and the other
shall be located in Boston, Massachusetts or some other location more than
500 miles from Baltimore. To respond to emergencies, IRE shall maintain
replacement hardware stored in the same building as the Security Center.
Page 1
10
2. Order Entry and Billing
Orders for IRE services offered hereunder may be placed by either MCI or by
MCI Customers.
The prices listed in Attachment B shall only apply to services provided to
Mellon/Dreyfus, and shall apply for the first year of this Agreement. In
the second year, and each subsequent year, IRE may increase these prices by
no more than 15%. IRE shall notify MCI of any price increase 60 days before
the price increase becomes effective.
No later than the tenth day of each month, IRE shall provide MCI in a
mutually agreed format the number of session keys used by MCI Customers in
the previous month, the number of MCI Customer users during the previous
month, and other services received by MCI Customers. MCI shall pay IRE
invoices for services within 45 days, provided that if an MCI Customer
disputes a xxxx based on information provided by IRE to MCI, MCI shall have
the right to audit IRE's records for the purpose of resolving such dispute
and may withhold payment to IRE of the disputed amount until the dispute is
resolved between the customer and MCI. Upon MCI's request, IRE shall
provide backup documentation for any billing information provided to MCI
and shall cooperate at IRE's own expense in the resolution of any dispute
between MCI and a Customer in which billing information provided by IRE is
at issue.
3. Notices
All notices, demands or consents required or permitted hereunder shall be
in writing and shall be delivered, sent by facsimile (with confirmation
copy by mail) or telex, or mailed to the respective party's at the
addresses first set forth in the first paragraph of this Agreement or at
such other address as shall have been given to the other party in writing
for the purposes of this clause. Such notices and other communications
shall be deemed effective upon the earliest to occur of (i) actual
delivery, (ii) five (5) days after mailing, addressed and postage prepaid,
returned receipt requested, as aforesaid, or (iii) one (1) business day
after transmission by telex, telegram or facsimile where receipt has been
confirmed by the same type of transmission or in writing received by the
sender.
If to MCI: ATTN: Xxxxxx Xxxxxxxxx
MCI Telecommunications Corporation
0000 Xxxxxx Xxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
CC: MCI General Counsel
0000 00xx Xxxxxx XX
Page 2
11
Xxxxxxxxxx, XX 00000
If to IRE: ATTN: Xxxx Xxxxxxxxx
Information Resources Engineering, Inc
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
CC: Xxxxx Xxxx
IRE General Counsel
00 Xxxxx Xxxxx
Xxxxxxxxxxx, X.X. 00000
4. Relationship of the Parties
This Agreement is not intended to be, nor shall it be construed as, a joint
venture, association, partnership, franchise or other form of business
relationship. Neither party shall have nor hold itself out as having any
right or power or authority to assume, create, or incur any expense,
liability or obligation, expressed or implied, on behalf of the other
party, except as expressly provided herein. Nothing in this Agreement shall
prevent either MCI or IRE from entering into another agreement with a third
party.
5. Confidentiality
Each party's use and disclosure of the other party's proprietary
information shall be subject to the terms of the Nondisclosure Agreement,
executed by the parties and attached hereto as Attachment C. Information
which is disclosed orally in a manner which makes it apparent that it is
proprietary or confidential, shall be deemed to have been delivered in
writing and labeled as proprietary or confidential. The terms of this
provision shall survive termination of this Agreement.
6. Trademarks
Nothing in this Agreement shall be construed to grant either party any
rights or license in or to the other party's trademarks, service marks,
logos and other proprietary marks ("Trademarks"). Neither party shall use
the name, trademarks, trade names or service marks of the other party in
any advertisement, promotional statement, sales literature or any other
form of publicity or marketing without the prior written approval of the
other party. The terms of this provision shall survive termination of this
Agreement.
7. Publicity
Page 3
12
The parties agree that no news releases, media statements, or other public
announcements concerning the existence of this Agreement or any of its
terms, conditions, or performance obligations shall be made without the
prior written approval of the other party. Such written approval, whenever
granted, shall expire six months after the date on which approval was
granted, and shall be extended beyond six months only by express agreement
between the Parties.
8. Limitation on Liability
Neither party shall be liable to the other for indirect, incidental,
consequential, reliance, exemplary or special damages, including without
limitation lost profits, regardless of the form of action. Terms of this
provision shall survive termination of this Agreement.
9. Applicable Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without reference to its choice of law
principles.
10. Arbitration
Any dispute or disagreement arising between the parties in connection with
this Agreement, which is not settled to the mutual satisfaction of the
parties within thirty (30) days (or such longer period as may be mutually
agreed upon) from the date that either party informs the other in writing
that such dispute or disagreement exists, shall be settled by arbitration
in accordance with the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures,
as amended by this Agreement. The cost of the arbitration, including the
fees and expenses of the arbitrator(s), will be shared equally by the
parties unless the award otherwise provides. Each party shall bear the cost
of preparing and presenting its case. The parties agree that this
provisions and the arbitrator's authority to grant relief shall be subject
to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the
provisions of this Agreement, and the ABA-AAA Code of Ethics for
Arbitrators in Commercial Disputes. The parties agree that the
arbitrator(s) shall have no power or authority to make awards or issue
orders of any kind except as expressly permitted by this Agreement, and in
no event shall the arbitrator(s) have the authority to make any award that
provides for punitive or exemplary damages. The decision of the
arbitrator(s) shall follow the plain meaning of the relevant documents, and
shall be final and binding upon the parties. The award may be confirmed and
enforced in any court of competent jurisdiction. All post-award proceedings
shall be governed by the USAA.
11. Assignment
Neither this Agreement nor any of the rights or obligations hereunder may
be assigned, delegated, sublicensed or otherwise transferred by either
party without
Page 4
13
the written consent of the other party except either party may at its sole
discretion assign, delegate or subcontract performance of its obligations
under this agreement to any other division, subsidiary, affiliate or
successor entity of said party; notwithstanding any such assignment, the
assigning party shall continue to be responsible for performance of this
Agreement in accordance with the terms of this Agreement unless its
responsibility is expressly excused by the other party. For purposes of
this Agreement, the term "affiliate" means any person or entity directly or
indirectly controlling, controlled by, or under common control with a
Party.
12. Term and Termination
This Agreement shall commence on the effective date and shall terminate on
its third anniversary, provided that either party may terminate this
Agreement if the other party commits a material breach of its obligations
hereunder and does not cure the material breach within thirty days of being
notified thereof.
13. Miscellaneous
13.1 No modification, amendment, supplement to, or waiver of the Agreement or
any of its provisions shall be binding upon the parties hereto unless made
in writing and duly signed by an authorized representative of the party
against whom enforcement thereof is sought. A failure or delay of either
party to this Agreement to enforce any of the provisions thereof, to
exercise any option which is herein provided, or to require performance of
any provision hereof shall in no way be construed to be a waiver of such
provisions.
13.2 If any provision of this Agreement shall be declared invalid, illegal, or
unenforceable as a matter of law, then that provision shall be deemed void
and of no effect and the remainder of the Agreement shall survive such
event.
13.3 The terms and conditions of any and all attachments thereto as amended from
time to time by mutual written agreement of the parties or in accordance
with the terms of this Agreement, are incorporated herein by reference and
shall constitute part of this agreement as if fully set forth herein. This
Agreement shall be construed or interpreted whenever possible to avoid
conflict between the articles hereof and the Attachments hereto, provided
that if such conflict shall arise, the Articles of this Agreement shall
control.
13.4 The headings in this Agreement are for the purpose of reference only and
shall not in any way limit or otherwise affect the meaning or
interpretation of any of the terms hereof.
Page 5
14
13.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the
same instrument.
13.6 IRE agrees to indemnify and to save MCI, its affiliates, officers, agents,
employees, customers, suppliers, and vendors harmless from any and all
losses, expense, damage, liability, claims or demands either at law or
equity of actual or alleged infringement of any patent, invention, design,
trade secret, trademark, copyright or other third party right arising from
the purchase, use or offering for sale of products or services provided by
IRE under this Agreement. IRE shall indemnify and hold harmless MCI, its
affiliates, directors, officers, employees, and customers from and against
any loss, liability, damage, or expense (including reasonable attorney's
fees) incurred as a result of any third party demand, claim, suit or
allegation arising out of or relating to IRE's breach of its obligations
under this Agreement, misrepresentations, negligence, gross negligence, or
willful misconduct. MCI shall give IRE prompt notice of any such claim, and
IRE shall have sole authority to defend or settle any claims or actions
hereunder.
13.7 MCI shall indemnify and hold harmless IRE, its affiliates, directors,
officers, employees, and customers from and against any loss, liability,
damage, or expense (including reasonable attorney's fees) incurred as a
result of any third party demand, claim, suit or allegation arising out of
or relating to MCI's breach of its obligations under this Agreement or
misrepresentations. IRE shall give MCI prompt notice of any such claim, and
MCI shall have sole authority to defend or settle any claims or actions
hereunder.
13.8 IRE shall adhere to U.S. government regulations and requirements for any
exports of cryptographic hardware, software, or services made pursuant to
this Agreement.
13.9 Force Majeure.
Neither Party shall be liable for any delay in or failure to carry out this
Agreement if such delay or failure is due to any cause beyond the
reasonable control of the party affected, including but not limited to
governmental orders, regulations or restrictions, strikes, riots, wars,
military action, or civil disorders; provided that under no circumstances
will this provision relieve or excuse IRE from its system availability
commitment in Section 2.1.1 of Attachment A.
14. Entirety of Agreement
This Agreement, together with its Attachments, constitutes the entire
Agreement between the parties and supersedes all previous agreements,
promises, representations, understandings, and negotiations between the
parties, whether written or oral, with respect to the subject matter
hereof.
Page 6
15
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
IRE CORPORATION MCI TELECOMMUNICATIONS
CORPORATION
/s/ XXXX X. XXXXXXXXX /s/ XXXXXX X. XXXX
---------------------- ---------------------
Signature Signature
Xxxx X. Xxxxxxxxx Xxxxxx X. Xxxx
---------------------- ---------------------
Printed or Typed Name Printed or Typed Name
Senior Vice President Sr VP
---------------------- ---------------------
Title Title
12/19/96 12/17/96
---------------------- ---------------------
Date Date
Page 7
