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EXHIBIT 10.13
VISA U.S.A. - VISA SMART LOYALTY
TECHNICAL WORK GROUP AGREEMENT
This Agreement is entered into this 26th day of August, 1999, by and between
Visa International Service Association, a Delaware corporation, Visa U.S.A., a
Delaware corporation (together, "Visa") and Chip Application Technologies,
Inc., an Australian corporation (the "Work Group Participant").
A. Visa desires to develop certain documentation relating to the integration of
Visa Payment and Loyalty (Documentation). The scope of this documentation may
be modified based on input from the Work Group Participant and may include some
or all of the following components that address the acceptance, interaction and
performance of payment and loyalty; guidelines, best practices, transaction
flows and interaction between loyalty and payment application. Specific Visa
initiatives that may be reviewed and/or addressed by the Work Group include:
Integrated Payment/Loyalty flows, Point of Sale (POS) Performance,
Multi-Application Personalization, Terminal Application Architecture, EMV/VIS
Modifications, Multi-Application Card Management, Payment/Loyalty
Card/Terminal Testing, and Consumer Interface Considerations. Other
initiatives, proposed by Visa or Work Group Participants, will also be
considered and prioritized by the Work Group.
B. Visa desires to benefit from the industry's experience and efforts regarding
chip cards and loyalty. Visa desires that the Work Group Participant benefit
from Visa's experience and efforts regarding chip cards and payment. Visa
desires to create a group of selected participants (the "Work Group") to share
advice, comments, insights, suggestions and work assignments regarding the
development and evolution of the Documentation and the resolution of agreed
upon related technology and industry issues, all in accordance with applicable
laws, rules and regulations, including those relating to antitrust and export,
Work Group Participant and all others agreeing to participate in the Work Group,
including Visa, are referred to collectively as "Participants."
C. Visa and the Work Group Participants will benefit from their participation
in the Work Group by having a forum in which to provide input and comment on
the Documentation, help to shape its content, address issues that currently
retard the acceptance of smart cards and obtain recognition for their
involvement in helping to resolve key market issues.
D. All Participants will sign an agreement similar in form and content to this
Agreement, granting the same rights and licenses as described herein, and thus
enabling them to participate in the Work Group.
In consideration of the foregoing, Visa and the Work Group Participant agree as
follows:
1. VISA AND WORK GROUP PARTICIPANT RESOURCE COMMITMENTS
Work Group Participant, at their choice, shall provide a minimum of 11
representative and a maximum of 2 representatives to the Work Group to
participate as described in the SOW (as defined below).
Visa will supply a minimum of 1 representative and utilize additional Visa
resources as Visa deems necessary.
Assigned Work Group Participant representatives will each be available to work
on Work Group assignments and attend meetings at least two, 8 hour, work days a
month and no more than five, 8 hour, work days a month. (This time would not
include time spent by other individuals in the Work Group Participant's
organization who might be consulted by the representative during the execution
of Work Group tasks). Meetings will be held approximately once a month and will
be scheduled on not less than thirty (30) days written notice. Meetings will be
held at a location reasonably convenient to all Participants.
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2. WORK GROUP MEETINGS
During the Term of this Agreement, Visa intends to hold Work Group meetings. In
some cases, all Participants will be invited to join a Work Group meeting, and
in other cases, Visa may establish a subset of Participants to comment on
specific aspects of the Documentation or the resolution of agreed upon related
technology and industry issues. Meetings will be called by Visa from time to
time to provide Visa with industry feedback regarding the Documentation and
related payment and loyalty technologies and issues. Meetings may be held
in person, via telephone, or via video conference.
Visa U.S.A. will host a Work Group kick-off meeting. At this meeting Work Group
protocol, roles and expectations will be communicated, initiatives proposed and
presented by Visa, additional initiatives/suggestions proposed by Work Group
Participants, and priorities established.
3. CONTROL OVER SPECS
Visa shall retain sole discretion as to the content of the Documentation,
including whether to incorporate any comments, technology or suggestions by the
Participants into the Documentation.
4. CONFIDENTIALITY
Confidential information disclosed by Visa or Work Group Participants, both
verbal and written, during Work Group meetings will be disclosed and treated in
accordance with the terms and conditions of the Confidentiality Agreement
executed between Visa and Work Group Participant as of September 28, 1998 (CDA).
Prior to publication, all pre-published Work Group materials and the state of
such Work Group materials must be protected in accordance with the terms of the
CDA. However, upon publication of materials, by or on behalf of the Work Group,
Work Group Participant may openly disclose information contained in the
published materials.
The CDA shall survive the termination of this Agreement.
5. INTELLECTUAL PROPERTY LICENSE
The specific responsibilities of Work Group Participant and Visa will be those
specified in the statement of work attached hereto ("SOW"). Work Group
Participant will not perform any activities unless specifically described in the
SOW.
"Materials" shall mean literary works or other works of authorship, which are
created by Visa or any other Participant under the SOW, such as programs,
program listings, programming tools, documentation, reports, and drawings.
"Inventions" shall mean any idea, concept, know-how, or technique that Visa or
any other Participant first conceives or reduces to practice during the term of
this Agreement and while in performance of its responsibilities under the SOW
and for which a patent application is filed.
Any Materials created by Work Group Participant or Visa alone, or in
combination with other Participants ("Creating Participants"), shall be owned
by the Creating Participants ("Licensed Materials") without accounting to each
other or the other Participants. The Creating Participants hereby grant Visa an
irrevocable, perpetual, non-exclusive, worldwide, paid-up copyright license to
reproduce, display,
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perform, prepare and have prepared derivative works based upon and distribute
and sublicense the Licensed Materials and derivative works thereof. Visa hereby
grants Work Group Participant an irrevocable, perpetual, non-exclusive,
worldwide, paid-up copyright license to reproduce, display, perform, prepare
and have prepared derivative works based upon and distribute and sublicense all
Materials and derivative works thereof. In addition, Work Group Participant or
Visa may also include its own pre-existing or third party material in Licensed
Materials, provided that it has sufficient rights and licenses to enable it to
grant the copyright license set forth above.
Any Inventions created by Work Group Participant or visa alone, or in
combination with other Participants ("Inventing Participants"), shall be owned
by the Inventing Participants ("Licensed Inventions") without accounting to
each other or the other Participants. The Inventing Participants hereby grant
to Visa an irrevocable, perpetual, non-exclusive, worldwide, paid-up patent
license, to make, have made, use, lease, sell, offer for sale or otherwise
transfer any apparatus and article of manufacture and to practice any method,
covered by any Licensed Inventions. Visa hereby grants Work Group Participant
an irrevocable, perpetual, non-exclusive, worldwide, paid-up patent license, to
make, have made, use, lease, sell, offer for sale or otherwise transfer any
apparatus and article of manufacture and to practice any method, covered by any
inventions.
Except as explicitly set forth in this Agreement, Work Group Participant does
not grant Visa nor any other Participants any rights or licenses to any
patents, copyrights, trademarks, trade secrets or other intellectual property
rights of Work Group Participant.
6. WARRANTIES AND LIABILITIES
Except as may be expressly set forth to the contrary herein, neither Visa nor
Work Group Participant make any representations or warranties whatsoever
regarding the information exchanged under this Agreement, all of which is
provided on an "AS-IS", "WHERE-IS" basis, "WITH ALL FAULTS" known and unknown.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTH PARTIES HEREBY DISCLAIM
ALL WARRANTIES REGARDING THE FOREGOING, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, THE
IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF NON-INFRINGEMENT.
NEITHER PARTY SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS, OR FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY UPON
WHICH SUCH DAMAGES ARE SOUGHT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DIRECT
DAMAGES IN EXCESS OF $25,000.
7. MISCELLANEOUS
A. TERM
The term of this Agreement shall commence as of the date it is executed by both
parties hereto and shall remain in effect until July 31, 2000.
B. TERMINATION
Work Group Participant may terminate this Agreement at any time, with or
without cause, upon 14 days notice to Visa. Upon any such termination, Work
Group Participant shall deliver to Visa a complete copy of any outstanding Work
Group assignments performed by that Participant under the SOW, as they exist as
of the ate of such termination. The provisions contained in Section 4 of this
Agreement shall survive the termination of this Agreement for any reason.
C. GOVERNING LAW
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This Agreement shall be construed and interpreted under the internal laws of
the State of California, without giving effect to its principles of conflict of
law.
D. DISPUTES
Any dispute between the parties may be brought before a court of competent
jurisdiction. Each party waives its right to a jury trial in any such action.
No suit may be brought more than two (2) years after the cause of action arose.
E. COSTS
All costs associated with the activities of the Work Group will be borne by the
incurring party.
F. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between Visa
and the Work Group Participant regarding the subject matter contained herein.
NO modification or waiver of this Agreement shall be binding unless it is in
writing and signed by both parties. If any provision of this Agreement is
invalid, illegal or unenforceable, the parties shall omit it from the Agreement
to the extent required. The remaining terms shall remain in full force and
effect.
G. INDEPENDENT PARTIES
The parties of this Agreement each represent their own independent interests;
no partnership, employment or other fiduciary relationship is created,
contemplated or permitted by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
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CHIP APPLICATION TECHNOLOGIES, INC. VISA U.S.A.
("WORK GROUP PARTICIPANT") ("VISA")
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx [ILLEGIBLE]
By ____________________________________ By ________________________________
Xxxxxx Xxxxxxxx Xxxxxxx [ILLEGIBLE]
Name __________________________________ Name ______________________________
SVP Sales & Marketing Vice President
Title _________________________________ Title _____________________________
26 . VIII . 99 9/13/99
Date __________________________________ Date ______________________________
VISA INTERNATIONAL SERVICE
ASSOCIATION ("VISA")
/s/ Xxxxxxx Xxxxxxx
By ________________________________
Xxxxxxx Xxxxxxx
Name ______________________________
Vice President
Title _____________________________
9/15/99
Date ______________________________
