________________________________________________________________________________
Exhibit 10.2 Supplemental Agreement to the OEM CD Smart Card Agreement dated
April 4, 2000, between Iora Limited and IQROM Limited.
THIS AGREEMENT is made the 4th day of April 2000
BETWEEN:
(1) IORA LIMITED (Company No. 3445693) whose registered office is
situated at 1a Intec 0, Xxxxx Xxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxxxx XX00 0XX (the "Supplier").
(2) IQROM LIMITED (Company No. 03732349) ( formerly DXP New Media
Services Limited whose registered office is situated at 0 Xxxxxx Xxxxx,
Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxx on the Water, Xxxxxxxxxx,
Xxxxxxxxxxxxxxx XX00 0XX ("IQROM")
WHEREAS:
(A) The parties entered into a OEM CD Smart Card Agreement on 29 June
1999 which was amended by letter agreement dated 8 October 1999 ("OEM
CD Smart Card Agreement").
(B) This Agreement is supplemental to the OEM CD Smart Card Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
The definitions set out in the OEM CD Smart Card Agreement shall be
deemed incorporated into this Agreement. The following expressions
shall have the following meanings and where such definitions also
appear in the OEM Agreement shall replace the corresponding definitions
in the OEM CD Smart Card Agreement:
1.1 "Combined Product" shall mean the product described as "iQROM"
(or having any other name) being CD Business Cards incorporating
Soft CD;
1.2 "CD Business Card" means a storage product whose physical size is
similar to a business card measuring up to 3.5" by 2.5"
manufactured utilizing CD technology and DVD technology. This
definition shall replace the definition of CD Smart Card in the
OEM Smart Card Agreement;
1.3 "IQROM Group Company" means any holding company of IQROM and any
subsidiary of IQROM or such holding company ("holding company"
and "subsidiary" having the meaning set out in section 736 of the
Companies Xxx 0000 (as amended);
1.4 "Regions" means the world regions set out in the Schedule in
relation to which royalty targets are set;
1.5 *
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* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and are filed separately with the Securities and Exchange Commission.
________________________________________________________________________________
2. EXCLUSIVITY, USE, DURATION
2.1 Extension of exclusivity
The parties agree that clause 4.2 of the OEM CD Smart Card Agreement
shall be amended such that:
(a) *
2.2 *
2.3 *
2.3.1 *
2.3.2 IQROM agrees to procure that during this Agreement:
(a) any such IQROM Group Company and Xxxxxx Limited (and its
sub-contractors) supply all of its production of the Combined
Product to IQROM for distribution to IQROM customers;
(b) any such IQROM Group Company and Xxxxxx Limited (and its
sub-contractors) shall not supply Combined Products to any party
except as set out in clause 2.3.1;
(c) any such IQROM Group Company and Xxxxxx Limited (and its
sub-contractors) shall not reproduce SoftCD other than to enable
it to supply IQROM with Combined Products and for no other
purpose; and
(d) IQROM shall be responsible for any failure by such IQROM Group
Company and Xxxxxx Limited (and its sub-contractors) to reproduce
SoftCD other than for this purpose.
2.3.3 The licence contained in clause 2.1 of the OEM Smart Card Agreement
shall not extend any further than as set out in this clause 2.3 or
extend to any party other than a party described in this clause 2.3.
2.3.4 IQROM during the term of this Agreement shall procure that Xxxxxx
Limited (and its sub-contractors) and any IQROM Group Company shall
supply all of its production of CD Business Cards to IQROM for
distribution to IQROM customers save for sales by Xxxxxx Limited or any
IQROM Group Company of CD Business Cards to third party CD replicators.
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* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and are filed separately with the Securities and Exchange Commission.
________________________________________________________________________________
2.3.5 IQROM shall be directly responsible to the Supplier for lost royalties
(that is, royalties which would have been paid to the Supplier had the
CD Business Cards been supplied by Xxxxxx Limited or any IQROM Group
Company to DXP) as a result of any failure by Xxxxxx Limited or the
IQROM Group Company to supply all of its production of CD Business
Cards to IQROM (save for sales to third party CD replicators) in
accordance with this Clause 2.3.4. A sale of CD Business Cards by
Xxxxxx Limited or any IQROM Group Company other than to IQROM (or to
third party CD replicators) shall be a "Royalty-Bearing Group Card
Sale" for the purposes of Clause 3.1.2.
2.4 Carry forward of quarterly surpluses
*
2.5 *
2.6 Acknowledgement of advance payments
The parties acknowledge that IQROM has paid the sum of (pound) * in the
form of advanced royalties for the quarter expiring on 31 December 1999
and that any surplus above the royalty revenue targets for that quarter
may be carried forward and credited against subsequent quarters in the
period up to 30 June 2000.
2.7 Duration
The parties agree that clause 3 of the OEM Smart Card Agreement shall
be replaced by the following:
"This Agreement shall commence on the Commencement Date and shall
continue thereafter until * unless terminated under Clause 13, provided
that the Supplier shall be entitled to terminate the Agreement on * by
notice given in writing at least thirty (30) days prior to such date".
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* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and are filed separately with the Securities and Exchange Commission.
________________________________________________________________________________
3. PAYMENT
3.1 Royalties
3.1.1 Combined Products
IQROM shall pay to the Supplier: *
3.1.3 This clause 3.1 shall replace Clause 5.1 of the OEM CD Smart Card
Agreement and the letter agreement dated 8 October 1999.
3.2 First quarter
For the purposes of accounting for royalties under Clause 5.4 of the
OEM CD Smart Card Agreement, the first calendar quarter occurring after
signature of this Agreement shall start on 1 April 2000.
4. GENERAL
4.1 Continuation of OEM Smart Card Agreement
The OEM CD Smart Card Agreement shall remain in full force as varied by
this Agreement.
4.2 Third party rights
The Contract (Rights of Third Parties) Xxx 0000 shall apply to this
Agreement in respect of the entitlements given under clause 2.1 of the
OEM Smart Card Agreement and clause 2.3.1 above, but not in respect of
any other entitlements or contractual rights, and in any event only to
the extent that clause 2.3.1 grants any rights to any third party.
4.3 Headings
The headings to the clauses and sub-clauses of this Agreement are
included for convenience only and shall not affect the interpretation
or construction of this Agreement.
EXECUTED under hand in two originals the day and year first before written.
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* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and are filed separately with the Securities and Exchange Commission.
________________________________________________________________________________
SIGNED by the duly authorized representatives of the parties:
SIGNED for and on behalf of
IORA LIMITED by PADDY
FALLS in the presence of:-
Signature /s/ Xxxxxxx Falls
Title CEO
Witness /s/ Xxxxx Xxxxxxx
SIGNED for and on behalf of
IQROM LIMITED
by XXX XXXX
in the presence of:-
Signature /s/ Xxx Xxxx
Title CEO
Witness /s/ Xxxxxxx X. Xxx
________________________________________________________________________________
CONTENTS
1. DEFINITIONS 24
2. EXCLUSIVITY, USE, DURATION 25
3. PAYMENT 25
4. GENERAL 25
________________________________________________________________________________
DATED 2000
IORA LIMITED (1)
And
IQROM LIMITED (2)
SUPPLEMENTAL AGREEMENT
to the
OEM CD SMART CARD AGREEMENT
Xxxxxxx Suddards
Trinity Court
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx
X00 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
Ref: AXW/CH
