1
EXHIBIT 10.14
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED WITH AN **, HAVE BEEN
SUBMITTED TO THE COMMISSION WITH THE CONFIDENTIAL TREATMENT REQUEST.
Agreement #970422-02
DISTRIBUTOR AGREEMENT
BETWEEN VASCO DATA SECURITY, INC., 0000 XXXXX XXXXXXXX XXX., XXXXX 000-X,
XXXXXXX, XX 00000, XXX,
FAX: 0-000-000-0000 ("VASCO")
and
HUCOM, INC., 0-0-0 XXXXXXX, XXXXXXXX-xX, XXXXX, XXXXX 166, FAX: 00-0-0000-0000
("DISTRIBUTOR")
Distributor agrees to purchase the "Product or "Products" described in the
attached exhibits subject to the terms and conditions stated in:
(a) the VASCO Standard Terms and Conditions of Sale except where
specifically amended in a writing signed by a VASCO officer;
(b) the DISTRIBUTOR Discount Schedule
(c) the DISTRIBUTOR Agreement; and
(d) any other exhibits attached to and made a part of this DISTRIBUTOR
Agreement.
(e) Confidential Information Disclosure Agreement
1. DISTRIBUTOR APPOINTMENT AND CERTAIN COVENANTS
VASCO hereby appoints the Distributor, effective May 1, 1997, as its
Exclusive Distributor, in the territory specified in the attached Exhibit A
("Territory"), subject to the terms and conditions set forth in this Agreement,
and is authorized to purchase, sell and service in the Territory the Products,
consisting of authentication devices, software, and manuals as more fully
described in Exhibit B ("Products"). Distributor represents, warrants and
covenants that it will:
a. Maintain adequate sales facilities and trained personnel to
aggressively promote Product sales in the Territory.
b. Be responsible for promotion, advertising and technical support of
the Products it sells to its customers. Upon VASCO's request,
Distributor shall furnish to VASCO evidence of compliance with this
Agreement.
c. Acknowledge and agree that its initial and continuing qualification
under this Agreement is within VASCO's sole discretion.
d. will not remove from Products or alter in any way any nameplates,
trade marks or patent information affixed by VASCO and may not
without written consent of VASCO use any additional marks on or in
relation to the Products nor will the Distributor acquire any right
in respect of the names or marks of VASCO. The use of the names and
marks of VASCO and the goodwill associated therewith shall inure to
the benefit of VASCO. Distributor may however print its own logo or
the customer logo on the front side of the VASCO tokens, subject to
VASCO's approval. The VASCO names and marks are listed in Exhibit?
appended hereto and as amended from time to time by VASCO.
e. will have the right to resell the Products as such to
sub-distributors, value-added resellers ("VAR"), Original Equipment
Manufacturers ("OEM") and end-user customers.
f. will have the right to translate the documentation related to the
Products from English to the Japanese language. Distributor shall
reproduce all of VASCO's copyright notices on all translated
documents as such notices originally appear.
g. acknowledge and accept that this Agreement shall not prevent OEMs
and VARs to sell their products, systems or applications
incorporating the VASCO Products to customers in the Territory.
Distributor shall be notified if VASCO has knowledge of the OEMs' or
VARs' intention to sell in the Territory.
h. will comply with all provisions of this Agreement (including the
exhibits hereto).
i. will not devise, retrofit, reverse engineer or alter the Products.
2. ORDERING PROCEDURE
(a) Distributor initially may place an order orally or by fax provided
that it submits a confirming written purchase order within ten (10)
days of the date of such oral or fax order. No order shall be binding
on VASCO until VASCO has accepted it in writing, and VASCO shall have
no liability for any purchase order which it does not accept. Partial
shipment of an order shall not constitute acceptance of the entire
order absent written acceptance of the entire order.
(b) To facilitate VASCO's production scheduling Distributor agrees to
use its best efforts to submit its purchase order at least
ninety (90) days before the requested delivery date.
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(c) "VASCO" specifically disclaims any terms and conditions which might
appear on Distributor's written purchase order which are inconsistent
with terms and conditions contained in this agreement and the
attached exhibits unless specifically accepted by VASCO in writing.
(d) All orders are subject to the additional provisions of this
Agreement, including, without limitation, the Terms and Conditions of
Sale (Distributor) and Exhibit C: Minimum Order, Yearly Commitment
and Delivery Terms.
3. CANCELLATION AFTER ACCEPTANCE
If Distributor (a) cancels all or any part of any order, (b) fails to meet
any obligation resulting in cancellation or rescheduling of any order or
portion thereof; (c) requests a rescheduling of scheduled Product shipments
which VASCO has previously accepted; or (d) requests a configuration change
which VASCO has previously accepted, Distributor agrees to pay VASCO the
following cancellation/rescheduling charges if both parties agree to a
non-cancelable order at the time the order is placed:
CANCELLATION OR
RESCHEDULE CHARGE AS A % OF
NOTICE IS RECEIVED: PRODUCT LIST PRICE:
------------------- -------------------
61-90 days before the scheduled 5%
delivery date
31-60 days before the scheduled 10%
delivery date
0-30 days before the scheduled 15%
delivery date
4. RETURNS
(a) Distributor shall have the right to inspect the Products upon receipt.
Products shall be deemed accepted if they are not rejected within thirty (30)
days after shipment or have been used or disposed of.
(b) If a Product is defective, Distributor shall have the right to return
it for credit against future purchases provided that it is on the current XXXXX
Xxxxx List and has not been used, abused or damaged.
(c) If a Product is not defective, Distributor shall have no right to
return it; however, VASCO, in its sole discretion, may consent to accept its
return for credit against future purchases provided that it has not been used,
abused or damaged and provided further that Distributor pays a restocking fee
equal to fifteen percent (15%) of Distributor's net purchase price for that
Product.
(d) To return or reject a Product, Distributor shall request a Return
Material Authorization ("RMA") number from VASCO. VASCO shall provide the RMA
number in writing or by fax within fifteen (15) days of receipt of the request.
Within ten (10) days of receipt of the RMA number Distributor shall return the
Product, freight prepaid, to VASCO in the original shipping carton with the RMA
number displayed on the outside of the carton. VASCO shall have the right to
refuse or accept any Products that do not bear an RMA number on the outside of
the carton and to return them to Distributor freight collect.
5. WARRANTY DISCLAIMER
(a) VASCO makes no warranty of any kind to Distributor, whose only
remedies shall be to reject the Products and return them to VASCO as provided
in paragraph 4 above.
(b) VASCO grants Distributor the right to pass along to Distributor's
customers VASCO's standard End User's Limited Warranty for the Products set
forth in Paragraph 7 of the Standard Terms and Conditions of Sale (Distributor)
attached hereto, subject to all the limitations set forth therein.
(c) NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. VASCO SPECIFICALLY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE REMEDIES PROVIDED IN THIS AGREEMENT, INCLUDING THE
REMEDIES FOR RETURN OF DEFECTIVE GOODS, ARE DISTRIBUTOR'S SOLE REMEDIES. VASCO
WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY.
6. TERM AND TERMINATION
(a) Term. This Agreement shall continue in force until December 31 of the
year in which the Agreement is fully executed by both parties ("Annual
Expiration Date"). This Agreement shall continue in force for a term of one (1)
year from the date thereof
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unless terminated earlier under the provisions of this Section 6. This
Agreement shall renew automatically at the annual expiration date for an
additional twelve (12) month period unless either party provides sixty (60) day
written notice as specified below. The terms and conditions of the Exhibits of
this Agreement do not renew automatically and are subject to change at the time
of the annual expiration date of the Agreement.
(b) Termination. Either party may cancel this Agreement in their sole
discretion, whether or not it has been extended beyond the initial term, by
giving the other party written notice sixty (60) days in advance.
(c) Limitation on Liability. If either party terminates this Agreement in
accordance with any of its provisions, neither party shall be liable to the
other as a result of such termination for compensation, reimbursement or
damages on account of the loss of prospective profits or anticipated sales or
on account of expenditures, inventory, investments, leases or commitments in
connection with the business or goodwill of VASCO or Distributor pursuant to
this Agreement. Termination shall not, however, relieve either party of
obligations incurred before the termination. In the event of a breach of this
Agreement, the nonbreaching party shall have such rights and remedies as
provided under the laws of the State of Illinois, subject to the limitations on
the liability of VASCO provided in this Agreement (including any exhibit
hereto).
7. SOFTWARE SUBJECT OF RESTRICTIONS
VASCO grants Distributor the limited right to distribute the software
materials in accordance with the license terms supplied with a Product. Where
the software is designed as confidential or a trade secret in its license
terms, Distributor agrees to ensure that its customers safeguard the software
in accordance with the highest industry standards and applicable law, using its
best efforts to prevent unauthorized disclosure. Distributor shall maintain all
of VASCO's copyright notices on all software materials as such notices
originally appear.
8. CERTAIN RESPONSIBILITIES OF DISTRIBUTOR
Distributor shall:
(a) shall use its best efforts and diligence in promoting and initiating
effectively the sales of the Products in the Territory;
(b) maintain in each country of the Territory, adequate facilities and
sufficient qualified staff for the promotion, demonstration,
installation, maintenance, replacement and First Level Technical
Support of the Products. First Level Technical Support means
that the provision of field personnel responsible for direct
contact with the customers and capable of handling the
customer's inquiries regarding normal usage of the Products;
(c) be responsible for promotion and advertising of the Products it sells
to its customers and provide VASCO evidence of such efforts.
(d) maintain sufficient and representative stocks of the Products
(e) provide a Sales and Marketing Plan prior to the signature of this
Agreement for discussion with VASCO, which will be attached
under Exhibit F. Thereafter updated Sales and Marketing Plans
will be provided every six months (including but not limited to
a forecast of sales to prospects and customers in the Territory)
to VASCO to evidence its compliance with this obligations
mentioned in article 8(a), 8(b), 8(c), and 8(d).
(f) will not without written authorization from VASCO participate
directly or indirectly, in the development, manufacturing or
distribution of any product which is similar to the Products
listed in Exhibit B. Violation against this article will cause
an immediate termination of this Agreement and the Distributor
will be liable to compensate all the costs and the losses of
VASCO caused by this violation.
(g) provide VASCO with a quarterly report, to be delivered to VASCO by
the 20th working day of each new quarter, listing the number of
tokens and software licenses sold to the respective customers in
the Territory during the previous quarter.
(h) obtain the necessary government approvals, if so required, to
distribute the Products in the Territory;
(i) make no representations, oral or written, in connection with the
Products which are not in conformity with the commercial and
technical documentation.
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(j) not solicit orders from customers outside the territories without
prior written consent or instruction from VASCO. However the
Distributor will be allowed to execute orders from customers in
the Territory for VASCO Products which are destined for the
customers' location and subsidiaries outside the Territory.
(k) shall not apply for a patent covering any of the Products listed
in Exhibit B, directly or indirectly, without the prior written
consent of VASCO.
9. CERTAIN RESPONSIBILITIES OF XXXXX
XXXXX warrants and represents that it will:
(a) provide Second Level Technical Support to Distributor for the
Products still under warranty or supported by a valid
Maintenance Agreement provided by VASCO. This Support means the
provision of personnel which are technically knowledgeable with
respect to the Products and which shall be available by fax or
telephone during normal business hours to handle customer
inquiries or problems which have not been resolved by First
Level Technical Support, provided the Distributor's personnel
have supplied VASCO's personnel with the appropriate
documentation concerning the inquiry or the problem. Typical
response time for telephone assistance will be within 24 hours,
or the next business day after notification by Distributor;
(b) provide Distributor copies of available commercial and technical
documentation in English. New documentation is to be released
when the new Products or the new versions of the Products are
released.
(c) notify Distributor of any new Products which VASCO intends to market
and will give Distributor a reasonable opportunity of entering
into a similar distribution agreement for said additional
Products.
(d) use its best efforts to supply the Products within the terms
indicated in its order acknowledgment or within terms indicated
in the public price lists.
(e) send leads generated through promotional and advertisement activities
of VASCO.
(f) will actively support the Distributor according to the Sales and
Marketing Plan agreed upon, especially in connection with the
introduction of the Products in the Territory. At times mutually
agreeable to VASCO and Distributor VASCO will visit the
Distributor to support Promotional Campaigns, Sales and
Presentations of new Products.
(g) will not distribute information on Distributor's customers to any
third party without written permission from Distributor to
VASCO.
10. NOTICES
Any notice required or permitted by this Agreement shall be in writing and
shall be given (and will be deemed to have been given upon receipt) by delivery
in person, by electronic facsimile transmission, cable, telegram, telex or
other standard forms of written communication, by overnight mail or by
certified or registered mail, postage prepaid, return receipt requested,
addressed to the other party at the address shown at the beginning of this
Agreement or to such other address for which such party gives notice hereunder.
11. AMENDMENTS, MODIFICATIONS, WAIVERS, ETC.
Any alterations to, additions to, amendments, deletions, modifications or
waivers of any terms and conditions contained herein and in the attached
exhibits shall not be binding on the parties hereto unless agreed to in writing
by the parties hereto, except for prices or other changes contemplated by this
Agreement.
12. TRAINING
Training for VASCO Products for up to ten (10) employees of Distributor
shall be provided by VASCO, at a VASCO facility, at no charge by VASCO to the
Distributor for the first training session. Subsequent training sessions, if
required by DISTRIBUTOR, shall be provided at a charge by VASCO to Distributor.
In all cases, any travel and living expenses incurred as a result of requested
training shall be the responsibility of Distributor.
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13. PROMOTIONAL MATERIALS
VASCO shall provide a minimal number (50 each) of product brochures to
Distributor. Additional product brochures may be purchased by Distributor, from
VASCO, at the current production cost. Other promotional items (i.e. evaluation
units, promotional products, etc.) may be purchased from VASCO at the then
current DISTRIBUTOR Discount price.
14. EXHIBITS
The exhibits initialed below are attached to and incorporated herein and
made a part of this Agreement:
_____ Terms and Conditions of Sale - Distributors
_____ Proprietary Information Agreement
_____ Exhibit A: Territory
_____ Exhibit B: Products
_____ Exhibit C: Minimum Order, Yearly Commitment and Delivery Terms
_____ Exhibit D: Distributor Price List
_____ Exhibit E: Marketing Plan and Marketing and Promotion Budget
1. ARBITRATION
Any controversy or claim arising out of or relating to this agreement or
breach thereof, shall be settled by binding arbitration in Lombard, IL as
administered by the American Arbitration Association under its commercial
arbitration rules. The arbitration shall be conducted before a panel of three
arbitrators. At least one of the arbitrators shall be knowledgeable about
hardware and software distribution agreements. Judgment on the award rendered
by the arbitrators may be entered in any court in Illinois having jurisdiction
thereof. Provided however, any party may seek injunctive relief in competent
court for violation of the attached Confidential Information Disclosure
Agreement.
IN WITNESS WHEREOF, each of VASCO and Distributor has duly executed this
Agreement as of the 3rd day of June, 1997.
VASCO DATA SECURITY, INC. HUCOM, INC.
BY: /s/ T. Xxxxxxx Xxxx BY: /s/ Xxxxxxx Xxxx
--------------------------------- ------------------------------
NAME: T. Xxxxxxx Xxxx NAME: Xxxxxxx Xxxx
TITLE: Chief Executive Officer TITLE: CEO & President
ADDRESS: 0000 Xxxxx Xxxxxxxx Xxxxxx ADDRESS: 0-0-0 XXX Xxx.
Xxxxx 000-X Xxxxxxx Suginami-ku
Lombard, IL 60148 Tokyo, Japan
U. S. A.
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EXHIBIT A
TERRITORY
The Distributor agrees to represent, on an exclusive basis, VASCO products
listed in Exhibit B in Japan.
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EXHIBIT B
PRODUCTS
The Distributor is authorized to sell the following VASCO products:
1. AccessKey II
2. Digipass V5
3. VACMan/Server Product Suite
4. Digilink
5. Initialization Software for Digipass V5
6 Robot for initialization of Digipass V5
7. VDSI/AMS (Initialization software and hardware for AccessKey II)
8. AccessKey Version 3 (when available)
9. Authenticard II (when available)
10. Other VASCO products that may become available during the term of this
agreement.
11. Netscape products available through VASCO's OEM Agreement, but on a
non-exclusive basis.
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EXHIBIT C
MINIMUM ORDER, YEARLY COMMITMENT & DELIVERY TERMS
Minimum Order Quantities
The minimum order quantities for the following Products, will be as follows:
Digipass V5: 100 units
AuthentiCard: 50 units at 1st order, 100 at 2nd order and 500 as from 3rd
order
Yearly Commitment
In exchange for this exclusive Distributor Agreement, Distributor commits to
purchase Products as listed in Exhibit B for a value of minimum $500,000.00 US
Dollars during the first term of the Agreement (calendar year 1997) and
$1,000,000.00 US Dollars for the second term (calendar year 1998). If, during
either term of the Agreement, Distributor fails to place orders equaling or
greater than the minimum order commitment for a specific term, Distributor
agrees to pay VASCO any remaining amount, prior to the end of that term.
Three months prior to the end of the second term, the parties to this Agreement
will agree upon the Yearly commitment for the third term of this Agreement.
If Distributor fails to meet the minimum purchase commitment for the first two
terms of the agreement or a minimum of 80 percent of the Yearly Quota for
subsequent terms of the Agreement, then VASCO has the right to terminate the
exclusive appointment of Distributor, to terminate the Agreement or both upon 30
days written notice to Distributor.
All minimum price commitments and yearly quotas are based upon the then current
Distributor Price Schedule.
Delivery term
The delivery term for the Digipass V5 and the AuthentiCard is standard
approximately 16 weeks for quantities in excess of 500 units, unless a forecast
mechanism is in place. Quantities below 500 units are normally available within
2 weeks upon confirmation of order.
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EXHIBIT D
DISTRIBUTOR PRICE LIST
The enclosed Distributor Price Lists defines transfer prices from VASCO to
Distributor for orders received after the signature of this Agreement and such
prices are subject to change as provided in the Standard Terms and Conditions of
Sale (Distributor) attached to this Agreement. All prices are FOB Lombard, IL
excluding shipping charges and taxes.
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EXHIBIT D
DIRECT
VASCO Data Security, Inc.
Price Listing as of May 28, 1997
1 to 100 to 500 to 1,000 to 5,000 to 10,000 to
Part # Description List Price 99 499 999 4,999 9,999 49,999
000-00000-0000 AccessKey II $ 89.00 89.00 79.66 69.06 61.32 54.65 47.62
000-00000-0000 AKII Provisioning $ 10.00 10.00 8.95 7.76 6.89 6.14 5.35
000-00000-0000 Digipass V5 $ 57.00 57.00 51.02 44.23 39.27 35.00 30.50
000-00000-0000 Digipass Provisioning $ 9.00 9.00 8.06 6.98 6.20 5.53 4.82
000-00000-0000 CryptaPakb $120.00
000-00000-0000 Digilink $115.00 115.00 105.00 92.81 86.48 78.55 70.27
50,000 to 100,000 to 250,000 to
Part # Description 99,999 249,999 499,999 500,000+
000-00000-0000 AccessKey II 44.86 42.54 41.39 40.58
000-00000-0000 AKII Provisioning 5.35 5.35 5.35 5.35
000-00000-0000 Digipass V5 28.73 27.25 26.51 25.99
000-00000-0000 Digipass Provisioning 4.82 4.82 4.82 4.82
000-00000-0000 CryptaPakb
000-00000-0000 Digilink 70.27 70.27 70.27 70.27
OPTIONS - ACCESSKEY II
000-00000-0000 PIN Protection (per unit) $ 1.00
000-00000-0000 AMS Keycutter System $ 1,200.00
000-00000-0000 Evaluation Kit #1 $ 500.00 Includes 4 AKII's, AccessKey API software and documentation
000-00000-0000 Evaluation Kit #2 $ 1,000.00 Includes 4 AKII's, AccessKey API software, LOAN of a single key
cutter and documentation
OPTIONS - DIGIPASS V5
000-00000-0000 PC Software for initial $ 3,350.00
Digipass w/ Digilink
000-00000-0000 Initialization Robot $ 17,500.00 PC not included
for Digipass V5
000-00000-0000 Leather Case for DP V5 $ 3.50
Notes:
a Additional years beyond year 1.
b Includes SmartCard, SmartCard Reader and software.
Shipping charges, handling, customs and duties will be the responsibility of the
Customer and will vary based upon the size and destination of the order.
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DIRECT
VASCO Data Security, Inc.
Price Listing as of May 28, 1997
VACMAN PRODUCTS NUMBER OF USERS
-------------------------------------------------------------------------
Up to Up to Up to Up to Up to Up to
Part # Description 100 500 2,500 5,000 7,500 10,000 Unlimited
----- ----- ----- ----- ----- ------ ---------
see note c
n/a Primary VACMan/Server 995.00 4,995.00 6,250.00 8,750.00 11,250.00 16,625.00 18,500.00
(including one (1) copy of 200-10001 200-10005 200-10025 200-10050 200-10075 200-10100 200-19999
Netscape's Directory Part Numbers
Server and VACMan/LDAP)
n/a Backup VACMan/Server n/a 3,750.00 4,690.00 6,565.00 8,440.00 11,720.00 14,065.00
200-20005 200-20025 200-20050 200-20075 200-20100 200-29999
Part Numbers
Part # Description List Price
--------------------------------------------------------------
000-00000-0000 VACMan/TACACS for Primary Server $2,000.00
000-00000-0000 VACMan/TACACS for Backup Server $1,500.00
000-00000-0000 VACMan/Accountant for Primary Serve $ 750.00
000-00000-0000 VACMan/Accountant for Backup Server $ 500.00
000-00000-0000 VACMan/LDAPa $ 500.00
000-00000-0000 VACMan/Client NT $ 500.00
000-00000-0000 VACMan/Client RAS $ 500.00
000-00000-0000 VACMan/Client Solaris $ 500.00
000-00000-0000 VACMan/Client Enterprise $ 500.00
000-00000-0000 Win95 Dialer $ 500.00 -------------------------------------------------------------------
000-00000-0000 RADIUS SDK - NTb $ 995.00 For single customer transactions only; Prices are for license only
000-00000-0000 RADIUS SDK - Solarisb $ 995.00 plus one set of media per transaction.
------------------------------------------------------------------------------------------------------------------------------------
1 to 10 to 250 to 500 to 5,000 to 10,000 to
Part # Description 9 249 499 4,999 9,999 19,999 20,000+
------------------------------------------------------------------------------------------------------------------------------------
000-00000-0000 VACMan/Personal NT (price per user) $59.00 49.92 40.83 34.81 30.27 27.26 24.19
000-00000-0000 Point 'n Crypt $59.95 50.72 41.49 35.37 30.76 27.70 24.58
Netscape Software For single customer transaction only.
----------------------------------------------
1 to 5 to 15 to 50 to
Part # Description 4 14 49 99
-----------------------------------------------------------------------------------------------
000-00000-0000 SuiteSpot $4,995.00 3,996.00 3,746.00 3,497.00
000-00000-0000 Certificate Server $ 995.00 796.00 746.00 697.00
000-00000-0000 Enterprise Server $ 995.00 796.00 746.00 697.00
000-00000-0000 Directory Server $ 995.00 796.00 746.00 697.00
000-00000-0000 FastTrack Server $ 295.00 236.00 221.00 207.00
For single customer transactions only; Prices are for license only
plus one set of media per transaction.
-----------------------------------------------------------------------------
1 to 10 to 250 to 500 to 5,000 to 10,000 to
Part # Description 9 249 499 4,999 9,999 19,999 20,000+
-----------------------------------------------------------------------------
000-00000-0000 Netscape Navigator Personal Edition $49.95 42.50 34.50 29.50 25.50 23.00 20.50
000-00000-0000 Netscape Navigator Gold Personal
Edition $79.95 67.50 55.50 47.00 41.00 37.00 33.00
Notes:
Not yet available.
Non-Disclosure Agreement required.
Requires additional purchase of 25 tokens (either AccessKey or Digipass).
Shipping charges, handling, customs and duties will be the responsibility
of the Customer and will vary based upon the size and destination of the order.
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VASCO Data Security, Inc. DIRECT
Price Listing as of May 28, 1997
Additional Services Available:
Description List Price
Customized Platform Integration Per Day Pricing
(pricing per Operating System)
Customized Application Integration Per Day Pricing
(pricing per Operating System)
Software Protection Plan (SPP)a 7% of list
TELEPHONE SUPPORT:
5 Incidents $ 1,500.00
10 Incidents $ 2,850.00
20 Incidents $ 5,100.00
a Customers covered by SPP will receive all bug fixes and functional enhancements made to the software by VASCO.
VACMAN UPGRADE CALCULATION:
Upgrades are to be calculated as the difference in the list prices of the
products being upgraded ** Therefore, if a customer was upgrading the Primary
VACMan/Server from 2,500 users to 5,000 users, the upgrade charge would be as
follows:
**
When calculating the upgrade, all user-based products should be considered.
EVALUATION PRODUCTS AND KITS:
000-00000-0000 VACMan Evaluation Software w/ 30 day license
000-00000-0000 AccessKey Demo Kit
000-00000-0000 Digipass Demo Token
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VAR
VASCO Data Security, Inc.
Price Listing as of May 28, 1997
1 to 100 to 500 to 1,000 to 5,000 to 10,000 to
Part # Description List Price 99 499 999 4,999 9,999 49,999
000-00000-0000 AccessKey II $ ** ** ** ** ** ** **
000-00000-0000 AKII Provisioning $ ** ** ** ** ** ** **
000-00000-0000 Digipass V5 $ ** ** ** ** ** ** **
000-00000-0000 Digipass Provisioning $ ** ** ** ** ** ** **
000-00000-0000 CryptaPakb $ ** **
000-00000-0000 Digilink $ ** ** ** ** ** ** **
50,000 to 100,000 to 250,000 to
Part # Description 99,999 249,999 499,999 500,000+
000-00000-0000 AccessKey II ** ** ** **
000-00000-0000 AKII Provisioning ** ** ** **
000-00000-0000 Digipass V5 ** ** ** **
000-00000-0000 Digipass Provisioning ** ** ** **
000-00000-0000 CryptaPakb
000-00000-0000 Digilink ** ** ** **
OPTIONS - ACCESSKEY II
000-00000-0000 PIN Protection (per unit) $ **
000-00000-0000 AMS Keycutter System $ **
000-00000-0000 Evaluation Kit #1 $ ** Includes 4 AKII's, AccessKey API software and documentation
000-00000-0000 Evaluation Kit #2 $ ** Includes 4 AKII's, AccessKey API software, LOAN of a single key cutter
and documentation
OPTIONS - DIGIPASS V5
000-00000-0000 PC Software for initializing $ **
Digipass w/ Digilink
000-00000-0000 Initialization Robot $ ** PC not included
for Digipass V5
000-00000-0000 Leather Case for DP V5 $ **
Notes:
a Additional years beyond year 1.
b Includes SmartCard, SmartCard Reader and software.
Shipping charges, handling, customs and duties will be the responsibility of the
Customer and will vary based upon the size and destination of the order.
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VAR
VASCO Data Security, Inc.
Price Listing as of May 28, 1997
VACMAN PRODUCTS NUMBER OF USERS
--------------------------------------------------------------------------------
Up to Up to Up to Up to Up to Up to
Part # Description 100 500 2,500 5,000 7,500 10,000 Unlimited
-----------------------------------------------------------------------------------------------------------------------------------
see note(c)
n/a Primary VACMan/Server $ ** ** ** ** ** ** **
(including one (1) copy of 200-10001 200-10005 200-10025 200-10050 200-10075 200-10100 200-19999
Netscape's Directory Part Numbers
Server and VACMan/LDAP)
------------------------------------------------------------------------------------------------------------------------------------
n/a Backup VACMan/Server n/a ** ** ** ** ** **
200-20005 200-20025 200-20050 200-20075 200-20100 200-29999
Part Numbers
------------------------------------------------------------------------------------------------------------------------------------
Part # Description List Price
--------------------------------------------------------------
000-00000-0000 VACMan/TACACS for Primary Server $ **
000-00000-0000 VACMan/TACACS for Backup Server $ **
000-00000-0000 VACMan/Accountant for Primary Serve $ **
000-00000-0000 VACMan/Accountant for Backup Server $ **
000-00000-0000 VACMan/LDAP(a) $ **
000-00000-0000 VACMan/Client NT $ **
000-00000-0000 VACMan/Client RAS $ **
000-00000-0000 VACMan/Client Solaris $ **
000-00000-0000 VACMan/Client Enterprise $ **
000-00000-0000 Win95 Dialer $ **
--------------------------------------------------------------
000-00000-0000 RADIUS SDK - NT(b) $ ** For single customer transactions only; Prices are for
000-00000-0000 RADIUS SDK - Solaris(b) $ ** license only plus one set of media per transaction.
-----------------------------------------------------------------------------------------------------------------------------------
1 to 10 to 250 to 500 to 5,000 to 10,000 to
Part # Description 9 249 499 4,999 9,999 19,999 20,000+
-----------------------------------------------------------------------------------------------------------------------------------
000-00000-0000 VACMan/Personal NT (price per user) $ ** ** ** ** ** ** **
000-00000-0000 Point 'n Crypt $ ** ** ** ** ** ** **
Netscape Software For single customer transaction only.
--------------------------------------------------------------
1 to 5 to 15 to 50 to
Part # Description 4 14 49 99
---------------------------------------------------------------------------------------------------------------
000-00000-0000 SuiteSpot $ ** ** ** **
000-00000-0000 Certificate Server $ ** ** ** **
000-00000-0000 Enterprise Server $ ** ** ** **
000-00000-0000 Directory Server $ ** ** ** **
000-00000-0000 FastTrack Server $ ** ** ** **
For single customer transactions only; Prices are for license only
plus one set of media per transaction.
----------------------------------------------------------------------------------
1 to 10 to 250 to 500 to 5,000 to 10,000 to
Part # Description 9 249 499 4,999 9,999 19,999 20,000+
------------------------------------------------------------------------------------------------------------------------------------
000-00000-0000 Netscape Navigator Personal Edition $ ** ** ** ** ** ** **
000-00000-0000 Netscape Navigator Gold Personal
Edition $ ** ** ** ** ** ** **
Notes:
(a) Not yet available.
(b) Non-Disclosure Agreement required.
(c) Requires additional purchase of 25 tokens (either AccessKey or Digipass).
Shipping charges, handling, customs and duties will be the responsibility
of the Customer and will vary based upon the size and destination of the order.
15
VAR
VASCO DATA SECURITY, INC.
PRICE LISTING AS OF MAY 28, 1997
VACMAN UPGRADE CALCULATION:
Upgrades are to be calculated as the difference in the list prices of the
products being upgraded **. Therefore, if a customer was upgrading the
Primary VACMan/Server from 2,500 users to 5,000 users, the upgrade charge would
be as follows:
**
When calculating the upgrade, all user-based products should be considered.
00
XXXXXXXXXXX
XXXXX Data Security, Inc.
Price Listing as of May 28, 1997
1 to 100 to 500 to 1,000 to 5,000 to 10,000 to
Part # Description List Price 99 499 999 4,999 9,999 49,999
000-00000-0000 AccessKey II $ ** ** ** ** ** ** **
000-00000-0000 Digipass V5 $ ** ** ** ** ** ** **
000-00000-0000 CryptaPakb $ ** **
000-00000-0000 Digilink $ ** ** ** ** ** ** **
50,000 to 100,000 to 250,000 to
Part # Description 99,999 249,999 499,999 500,000+
000-00000-0000 AccessKey II ** ** ** **
000-00000-0000 Digipass V5 ** ** ** **
000-00000-0000 CryptaPakb
000-00000-0000 Digilink ** ** ** **
OPTIONS - ACCESSKEY II
000-00000-0000 PIN Protection (per unit) $ **
000-00000-0000 AMS Keycutter System $ **
000-00000-0000 Evaluation Kit #1 $ ** Includes 4 AKII's, AccessKey API software and documentation
000-00000-0000 Evaluation Kit #2 $ ** Includes 4 AKII's, AccessKey API software, LOAN of a single key cutter
and documentation
OPTIONS - DIGIPASS V5
000-00000-0000 PC Software for initializing $ **
Digipass w/Digilink
000-00000-0000 Initialization Robot $ ** PC not included
for Digipass V5
000-00000-0000 Leather Case for DP V5 $ **
Notes:
------
a Additional years beyond year 1.
----------------------------------
b Includes SmartCard, SmartCard Reader and software.
-----------------------------------------------------
Shipping charges, handling, customs and duties will be the responsibility of the
Customer and will vary based upon the size and destination of the order.
-------------------------------------------------------------------------------
17
VASCO Data Security, Inc.
Price Listing as of May 28, 1997
DISTRIBUTOR
NETSCAPE SOFTWARE For single customer transaction only.
----------------------------------------------
1 to 5 to 15 to 50 to
Part # Description 4 14 49 99
-----------------------------------------------------------------------------------------------
000-00000-0000 SuiteSpot $ ** ** ** **
000-00000-0000 Certificate Server $ ** ** ** **
000-00000-0000 Enterprise Server $ ** ** ** **
000-00000-0000 Directory Server $ ** ** ** **
000-00000-0000 FastTrack Server $ ** ** ** **
For single customer transactions only; Prices are for license only
plus one set of media per transaction.
-----------------------------------------------------------------------------
1 to 10 to 250 to 500 to 5,000 to 10,000 to
Part # Description 9 249 499 4,999 9,999 19,999 20,000+
--------------------------------------------------------------------------------------------------------------------------------
000-00000-0000 Netscape Navigator Personal Edition $ ** ** ** ** ** ** **
000-00000-0000 Netscape Navigator Gold Personal
Edition $ ** ** ** ** ** ** **
Shipping charges, handling, customs and duties will be the responsibility
of the Customer and will vary based upon the size and destination of the order.
18
EXHIBIT E
MARKETING PLAN & MARKETING AND PROMOTION BUDGET
(To be added by Distributor)
19
STANDARD TERMS AND CONDITIONS OF SALE
(DISTRIBUTORS)
1. PAYMENT
VASCO may require cash in advance of delivery. If Distributor maintains
credit arrangements satisfactory to VASCO, terms of payment are net thirty (30)
days from date of invoice. Overdue amounts shall bear interest at the lesser of
one and one-half percent (1.5%) per month or the highest legal rate. On
international orders, payment shall be in U.S. dollars and effected by wire
transfer.
2. PRICES AND TAXES
(a) All prices are stated in U.S. dollars, FOB origin. VASCO may revise
prices at any time. VASCO shall use its best efforts to give Distributor at
least thirty (30) days notice before it increases prices. Such increases shall
apply to all purchase orders which VASCO receives or accepts after the effective
date of the increase. Price decreases may occur without notice. Such decreases
shall apply to all unfilled orders which VASCO has accepted before the effective
date of the decrease.
(b) Prices are exclusive of, and Distributor is responsible for, all
excise, sales, use, or like taxes or duties. Distributor shall pay any such tax,
fee, or charge in addition to the prices quoted or invoiced unless Distributor
supplies VASCO with satisfactory tax exemption certificates.
3. SHIPMENT AND DELIVERY
VASCO will normally ship freight collect FOB Lombard, Illinois via United
Parcel Service, unless Distributor requests otherwise. International orders will
be shipped via VASCO's selected air carrier unless Distributor requests
otherwise, and Distributor is responsible for all customs, excise and duty
related fees and expenses. If VASCO pays any shipping charges, they will be
listed as a separate invoice item. VASCO will use reasonable efforts to deliver
the Products within the times Distributor requests, but VASCO shall not be
liable for any failure to do so.
4. TITLE AND RISK OF LOSS
Risk of loss and damage to the Products shall pass to Distributor upon
their delivery to a carrier (FOB) 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000-X,
Xxxxxxx, Xxxxxxxx). VASCO shall retain a purchase money security interest in and
title to the Products until payment in full. Distributor agrees to execute any
documents necessary to perfect such security interest. In no event shall title
to any Software pass to Distributor.
5. PROPRIETARY INFORMATION
The Products contain valuable proprietary programs and data. VASCO retains
for itself or its suppliers all title and proprietary rights in and to all
designs, engineering details, software residents in Read-Only Memories (ROMS),
and other program data contained in any Product.
Distributor shall treat any information disclosed to it hereunder which is
identified as confidential or proprietary in strict confidence and shall not
disclose such information to third parties or use it for any purpose other than
the purpose for which it was disclosed to Distributor.
6. PATENT AND COPYRIGHT INDEMNITY
VASCO, except as otherwise provided below, shall defend or settle any
claim, suite or proceeding against Distributor or Distributor's customer so far
as it is based on an allegation that any Product of VASCO's standard
manufacture, design and composition infringes a United States patent or
registered copyright when used as VASCO contemplated and provided that VASCO
shall have sole control of any such action or settlement negotiations.
Distributor agrees that VASCO at its sole option shall have no obligations under
this paragraph unless Distributor or its customer notifies VASCO promptly in
writing of such claim, suit or proceeding and gives VASCO authority to proceed
as contemplated herein, and, gives VASCO proper and full information and
assistance to settle and/or defend any such claim, suit or proceeding. If a
Product, or any part thereof, is held to infringe and its use is enjoined, VASCO
will, at its option either:
(a) Procure for Distributor, at VASCO's expense, the right to continue
using the Product;
(b) replace or modify the Product so it shall be non-infringing; or
(c) direct Distributor to return such Product to VASCO and refund to
Distributor or Distributor's customer the purchase price originally paid less a
use credit equal to the applicable VASCO lease charges for the period of use.
VASCO shall only resort to option (c) after having exerted reasonable effort to
remedy the situation by first utilizing option (a) or (b). VASCO has no
liability for any claim, suit or action pursuant to this Paragraph based upon or
arising out of compliance with Distributor's designs, specifications or
instructions; modification of the Product; or the combination operation or use
of the Product with products or items not furnished by VASCO. THE FOREGOING
STATES VASCO'S ENTIRE LIABILITY AND OBLIGATIONS AND DISTRIBUTOR'S EXCLUSIVE
REMEDY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION ALLEGING INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS.
7. LIMITED PRODUCT WARRANTY
Distributor may pass on to its customer the following standard limited
warranty for the Products, including the limitations set forth therein. The
hardware Products and all components thereof are warranted against defects in
materials and/or workmanship for one (1) year from purchase by Distributor's
customer or fifteen (15) months from VASCO's initial shipment to Distributor,
whichever is less. The software and firmware Products which VASCO has designated
for use with a hardware Product, when properly installed on that hardware
Product, are warranted not to fail to execute their programming instructions due
to defects in materials and workmanship. This warranty is contingent upon proper
use of the Product in the
20
application for which it is intended and is voided if the Products are
modified without VASCO's approval or are subjected to unusual physical or
electrical stress. When a Product is returned validly to VASCO under this
warranty, VASCO at its option shall repair or replace the defective Product or
components at no charge. VASCO will furnish repair parts and replacement
Products on an exchange basis. Such parts and replacement Products may be
either reconditioned or new. VASCO will return the Products promptly at its
expense by a carrier or method of delivery of its choosing after their repair
or replacement.
VASCO does not warrant that the software, firmware or hardware shall
operate uninterrupted or without error. The Warranty will be void on Products
which have been subjected to abuse, misuse, accident, alteration, neglect,
unauthorized repair or installation. VASCO shall make the final determination as
to the existence and cause of any alleged defect. Custom products and products
produced to Distributor's specifications are not warranted except as VASCO
specifically agrees to in writing in a custom product agreement.
This warranty is the only warranty VASCO makes with respect to the goods
delivered hereunder. It may be modified or amended only by a written instrument
signed by a duly authorized officer of VASCO and accepted by Distributor.
THE WARRANTY AND LIMITATION IS IN LIEU OF ALL WARRANTIES WITH RESPECT TO
THE PRODUCT WHETHER EXPRESS, IMPLED OR STATUTORY INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL VASCO BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
8. LIMITATION OF LIABILITY
VASCO shall not be liable for any loss, damages or penalty resulting from
delay in delivery when such delay is due to causes beyond VASCO's reasonable
control, including but not limited to supplier delay, force majeure, act of God,
labor unrest, fire, explosion or earthquake. In any such event the delivery date
shall be deemed extended for a period equal to the delay.
VASCO'S LIABILITY UNDER, FOR BREACH OF, OR ARISING OUT OF THIS AGREEMENT
AND/OR SALE SHALL BE LIMITED TO REFUND OF THE PURCHASE PRICE. IN NO EVENT SHALL
VASCO BE LIABLE FOR DISTRIBUTOR'S COST OF PROCURING SUBSTITUTE GOODS. IN NO
EVENT SHALL VASCO BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER
DAMAGES WHETHER OR NOT VASCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS,
HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF AGREEMENT, BREACH OF
WARRANTY, NEGLIGENCE OR OTHERWISE. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY
WHICH MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST DISTRIBUTOR. THE ESSENTIAL
PURPOSE OF THIS PROVISION IS TO LIMIT VASCO'S POTENTIAL LIABILITY ARISING OUT OF
THIS AGREEMENT AND/OR SALE.
9. PROPERTY RIGHTS
(a) Property Rights. Distributor agrees that VASCO or its suppliers own
all right, title and interest in the product lines that include the Products now
or hereafter subject to this Agreement and in all of VASCO's or its suppliers'
patents, trademarks, service marks, trade names, inventions, copyrights,
know-how and trade secrets relating to the design, manufacture, operation or
service of the Products.
(b)Sale Conveys no Right to Manufacture or Copy. VASCO offers the Products
for sale and sells them subject in every case to the condition that such sale
does not convey any license, expressly or by implication, to manufacture,
duplicate or otherwise copy or reproduce any of them. Distributor shall take
appropriate steps as VASCO may request to inform its customers of and assure
their compliance with the restrictions contained in this Subparagraph 9(b).
10. SOFTWARE LICENSE
Programs provided hereunder are licensed to Distributor pursuant to the
terms and conditions of VASCO's Program License Agreement, including but not
limited to ownership by VASCO or VASCO's suppliers, restriction to use by
Distributor on a single system, restrictions or transfer and copying, and
limitations of liability. Distributor acknowledges receipt and review of such
license, which is included in the Product package, and agrees to be bound by its
terms.
11. TRADEMARKS AND TRADENAMES
(a) Use. During the term of this Agreement Distributor shall have the
right to indicate to the public that it offers for purchase VASCO's Products.
Distributor may not use the trademarks, service marks and trade names that VASCO
or its supplier may adopt from time to time [the "Trademark(s)"] without VASCO's
prior written consent, which consent will be granted in VASCO's sole discretion.
Distributor shall not alter or remove any Trademark applied to the Products at
the factory. Nothing herein shall grant to Distributor any right, title or
interest in the Trademarks. At no time during or after the term of this
Agreement shall Distributor challenge or assist others to challenge the
Trademarks or the registration thereof or attempt to register any trademarks,
service marks or trade names confusingly similar to those of VASCO or its
suppliers.
(b)Approval of Representations. Distributor shall submit the design, color
and other details of all representations of the Trademarks to VASCO for approval
prior to their permitted use unless they are exact copies of those which VASCO
uses.
12. SUBSTITUTIONS AND MODIFICATION
VASCO shall have the right to make substitutions and modifications in the
specifications of the Products it sells provided that such substitutions or
modifications will not affect materially overall Product performance.
13. ASSIGNMENT
Distributor may assign this contract upon written approval of VASCO, which
shall not be unreasonably withheld
21
14. BANKRUPTCY
If Distributor shall become bankrupt, insolvent, compromises with its
creditors, commences to be wound up or suffers a receiver to be appointed, VASCO
shall have the right to cancel this Agreement without judicial intervention or
declaration of Distributor's default and without prejudice to any right or
remedy which shall have accrued or shall accrue thereafter to VASCO.
15. DISTRIBUTOR'S ACCEPTANCE--ENTIRE AGREEMENT
The terms and conditions set forth herein and in any applicable
Distributor Agreement (such as DISTRIBUTOR, Distributor, OEM or Manufacturer's
Representative) shall constitute this entire DISTRIBUTOR agreement between VASCO
and the Distributor. VASCO shall not be bound by any terms of Distributor's
order which add to, modify or are inconsistent with the terms set forth in the
Distributor Agreement and this document. Distributor's acceptance of these terms
will be made by written acceptance of this Agreement.
No trade usage or prior course of dealing shall modify, supplement,
qualify or be used to interpret this Agreement unless such usage or dealing
expressly has been made a part hereof.
16. MISCELLANEOUS
Paragraph headings are provided for convenience of reference only and
shall not limit or modify any term hereof. Stenographic and clerical errors are
subject to correction.
The agreement between the parties is made, governed by, and shall be
construed in accordance with the law of the State of Illinois.
22
CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT
It is understood and agreed that the following shall govern the oral
and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY,
INC. ("VASCO") to HUCOM, INC. ("HUCOM") concerning the VASCO SmartCard Reader,
AccessKey, Digipass and software products.
The CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may
evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in
the commercial exploitation thereof. In consideration of the disclosure, HUCOM
agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as
confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly
available through no act or failure to act on the part of HUCOM as evidenced by
written documentation.
HUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION
other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL
INFORMATION to any other person without the prior written consent of VASCO,
except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed
to a person within the company on a need-to-know basis. If no satisfactory
arrangement is concluded between the parties, or if otherwise requested by
VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL
INFORMATION provided by VASCO plus any copies, notes, summaries or other
materials derived from the CONFIDENTIAL INFORMATION.
With respect to the subject matter set forth above, this Agreement
constitutes the entire agreement between the parties and supersedes any previous
oral or written representations, understandings or agreements as to the above
subject matter.
VASCO DATA SECURITY, INC. HUCOM, INC.
T. Xxxxxxx Xxxx Xxxxxxx Xxxx
------------------------------ ------------------------------
NAME NAME
Chief Executive Officer CEO & President
------------------------------ ------------------------------
TITLE TITLE
/s/ T. Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
------------------------------ ------------------------------
SIGNATURE SIGNATURE
6/3/97 6/3/97
------------------------------ ------------------------------
DATE DATE
23
EXHIBIT F
VASCO TRADEMARKS
Following is a list of the trademarks for VASCO Corporation and its
subsidiaries:
1. VASCO
2. ACCESSKEY
3. AUTHENTICARD
4. DIGIPASS
5. VACMAN
6. CRYPTAPAK
24
Further to the Distributor Agreement dated 3rd of June, 1997.
VASCO Data Security Inc. hereby agreed to integrate the CyberGuard
Firewall into its VACMan product within 3 months of period from this date.
VASCO Data Security, Inc. HUCOM, Inc.
By: By:
Name: T. Xxxxxxx Xxxx Name: Xxxxxxx Xxxx
---------------------------- ------------------------------
Title: Chairman & CEO Title: CEO & President
---------------------------- ------------------------------
