Exhibit 10.11
FEC Contract No. 99-0764
MASTER EQUIPMENT PURCHASE AGREEMENT
THIS MASTER EQUIPMENT PURCHASE AGREEMENT, made the 19th day of April,
1999, between FEDERAL EXPRESS CORPORATION ("Federal"), and I.D. SYSTEMS, INC.
("Seller").
RECITALS
1. Federal desires to purchase certain equipment and services for use in
its business.
2. Seller is ready, willing and able to sell such equipment and services
to Federal in accordance with the terms and subject to the conditions of this
Agreement.
FOR AND IN CONSIDERATION of the mutual covenants contained in this
Agreement, Federal and Seller (the "parties") agree as follows:
ARTICLE 1
DEFINITIONS
Primary Definitions. In addition to words and terms elsewhere defined in
this Agreement, the following words and terms as used in this Agreement shall
have the following meanings unless some other meaning is apparent from the
context in which the words and terms are used:
Delivery. The following concurrent events performed in accordance with the
Delivery procedure described in Section 3.03: (i) tender of the Equipment for
delivery; (ii) inspection and testing of the Equipment by Federal or its
designated agent, and acceptance of the Equipment by Federal; (iii) sale of the
Equipment; (iv) payment by Federal of monies due upon Delivery of the Equipment;
and (v) completion of the events set forth in Section 3.03.
Equipment. The items and quantities of personal property and all component
parts and systems described in Exhibit A.
Equipment Delivery Schedule. The schedule for delivery of the Equipment by
Seller to Federal described in applicable Purchase Order.
Equipment Purchase Price. The purchase price for the Equipment set forth
in Section 2.02 and in Exhibit A.
Equipment Xxxx of Sale. A xxxx of sale in the form of Exhibit C conveying
from Seller to Federal title to the Equipment.
Excusable Delay. Any delay in Seller's performance occasioned by causes
beyond its reasonable control and not occasioned by its intentional acts, fault
or negligence, and including acts of God or public enemies, industrial or civil
disturbances, orders of any governmental or military entity having authority to
act, or failure of suppliers for one of the foregoing reasons to provide parts
and components to Seller timely.
Purchase Order. A purchase order issued by Federal to Seller, authorizing
the purchase of the Equipment, Maintenance, and training, and specifying the
quantity, the Delivery Schedule, and the Purchase Price of the Equipment to be
purchased. In the event of a conflict between the terms of a Purchase Order and
the terms of this Agreement, the terms of this Agreement shall control.
Specification. The technical and operational specifications for the
Equipment attached as Exhibit E.
Warranties. The warranties made by Seller to Federal in Article 4.
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ARTICLE 2
PURCHASE OF EQUIPMENT
Section 2.01. Purchase of Equipment. Seller agrees to sell the Equipment
to Federal and Federal agrees to purchase the Equipment from Seller in
accordance with the terms and conditions of this Agreement. Federal may order
Equipment by release of a purchase order substantially in the form of Exhibit B.
Section 2.02. Price and Payment. (a) Federal shall pay to Seller for the
Equipment the Equipment Purchase Price set forth in Exhibit A in accordance with
the payment procedure described in Exhibit D. Unless otherwise provided, the
Equipment Purchase Price includes the cost of delivering the Equipment to
Federal.
(b) The invoice shall be due and payable within thirty (30) days of
Federal's acceptance of the Equipment following inspection and
testing of the Equipment.
(i) Upon receipt and prior to acceptance of any Equipment, Federal
shall have the right for a period not to exceed fifteen (15)
calendar days to inspect and inventory the Equipment or to
designate a third party to inspect and inventory the
Equipment.
(ii) If upon inspection the Equipment does not conform to the
Specification, Federal shall so notify Seller, and Seller
shall then have a cure period of twenty (20) calendar days to
remedy the cause of non-conformity and resubmit the Equipment
to Federal for further inspection. If at the end of such
further inspection the Equipment still does not conform to the
requirements of the Specification, Federal may, at its option,
either:
(A) Reject the Equipment, in which case Seller shall
promptly remove the Equipment from Federal's facility
and refund to Federal any monies previously paid by
Federal to Seller for the removed Equipment; or
(B) Conditionally accept the Equipment, by noting such items
of nonconformity on the Equipment Acceptance Receipt,
and negotiate for a reduction in the Equipment Purchase
Price consistent with the degree of non-conformity. If
the reduction is not agreed upon by the parties within
ten calendar days following Federal's election to
conditionally accept the Equipment, Federal may reject
the Equipment as provided in Section 2.02(b)(ii)(A), but
Federal's rejection of the Equipment and receipt of
monies previously paid shall not be an election of
remedies.
(c) The prices set forth in Exhibit A are in effect during the Term of
this Agreement.
Section 2.03. Term. The term of this Agreement (the "Term") shall commence
upon the date of execution of this Agreement by both parties and shall expire
not later than May 31, 2000 (the "Termination Date"), unless earlier terminated
as provided in this Agreement.
ARTICLE 3
DELIVERY, TITLE, RISK OF LOSS
Section 3.01. Delivery. Seller shall deliver the Equipment to Federal in
accordance with Section 3.03 and the applicable Purchase Order. Federal shall
have no obligation to purchase any Equipment unless delivered to Federal in
accordance with the Equipment Delivery Schedule.
Section 3.02. Place of Delivery. The Equipment shall be delivered to
Federal at the location(s) described in the applicable Purchase Order.
Section 3.03. Delivery Procedure. Upon delivery of Equipment to the
location(s) and in the manner designated in the applicable Purchase Order and
following inspection, testing and Federal's acceptance of the Equipment in
accordance with Article 6:
(i) Seller shall execute and deliver to Federal an Equipment Xxxx of
Sale; and
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(ii) Federal shall pay to Seller the Equipment Purchase Price for the
accepted Equipment in accordance with Exhibit D.
Section 3.04. Title and Risk of Loss. Risk of loss of, damage to, or
destruction of any Equipment shall transfer from Seller to Federal upon Delivery
of the Equipment to Federal in accordance with Sections 3.01, 3.02 and 3.03.
Tide to the Equipment shall transfer to Federal upon Federal's acceptance of
such Equipment in accordance with Article 6, and payment of the Equipment
Purchase Price in accordance with Section 2.02.
ARTICLE 4
SELLER'S WARRANTIES
Section 4.01. Warranties. Seller warrants to Federal that:
(a) At Delivery, Seller shall have (i) full legal and beneficial title to
the Equipment, free and clear of any and all security interests, liens, claims,
charges or encumbrances, and (ii) full power and lawful authority to sell the
Equipment to Federal;
(b) At Delivery, the Equipment shall in all respects conform to the
Specification and the Equipment shall be free from defects in design, material
or workmanship for a period of one year from Delivery; and that if the Equipment
or any part of the Equipment proves defective within such period Seller will
repair the defect or replace the Equipment or defective part at its sole expense
with Equipment or parts of equal or better quality;
(c) Seller will comply with any additional warranties set forth in the
Specification; and
(d) Seller represents and warrants that the Equipment is "Millennium
Compliant" (hereinafter defined). This warranty shall be perpetual
and survive any other expiration of warranty period of the
termination of this Agreement. (i) For the purposes of this
Agreement, "Millennium Compliant" means:
(A) the functions, calculations and other computing processes of
the Equipment (collectively, the "Processes") perform in a
consistent manner regardless of the date in time on which the
Processes are actually performed and regardless of the date
input to the Equipment, whether before, on or after January 1,
2000 and whether or not the dates are affected by leap years
(collectively, the "Millennial Dates");
(B) the Equipment will function without interruptions, errors or
omissions caused by the date in time on which the Processes
are actually performed or by the Millennial Dates input to the
Equipment; and
(C) if the Equipment stores and displays date information, it will
be presented in ways that are unambiguous as to the
determination of the century in a defined, predetermined, and
appropriate manner.
(ii) Seller represents and warrants that the Equipment has been tested by
Seller to determine that such Equipment is Millennium Compliant. Upon Federal's
written request, Seller shall deliver to Federal documentation on the method of
date manipulation, format of date elements, changes affecting previous coding
practices, examples of current coding practices, test plans and the results of
such tests with respect to the Equipment, as well as any other related
information reasonably requested by Federal. Upon Federal's written request,
Seller agrees to participate in additional tests of the Equipment, at no charge
to Federal, to determine Millennium Compliance. Seller shall notify Federal
immediately of the results of any test or any claim or other information that
indicates that any of the Equipment is not Millennium Compliant.
(iii) In the event that any Equipment is not in conformity to the above
warranties, Seller shall, within thirty (30) days after notification or
discovery thereof and at no expense to Federal, either (A) remedy such
non-conformity or replace such non-conforming Equipment with equivalent
conforming Equipment; or (B) if such remedy is impossible or commercially
impractical, refund to Federal all fees paid by Federal for the nonconforming
Equipment, plus the unused portion of any maintenance fees paid by Federal for
such non-conforming Equipment.
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Section 4.02. Assignment of Warranties. Seller will assign to Federal at
Delivery all assignable warranties, service life policies and patent indemnities
of manufacturers or suppliers of components of the Equipment other than Seller.
At Federal's request, Seller shall give Federal reasonable assistance in
enforcing Federal's rights arising under such warranties, service life policies
and patent indemnities. If required under such warranties, service life policies
or patent indemnities, Seller shall give notice to any such manufacturers or
suppliers of their assignment by Seller to Federal.
ARTICLE 5
QUALITY ASSURANCE
Section 5.01. Quality Assurance. (a) At Federal's Option, Seller shall
develop with Federal a Quality Program (the "Program") that assures that the
Equipment conforms to all specifications set forth in the Program and Exhibit E.
(b) The Program may include, but shall not be limited to, functional
parameters, surveys, audits, in-progress monitoring, correction procedures,
audit trials, written work station procedures and signoffs, test plans,
communication paths, information exchange and remedies for nonconformance.
(c) The Program will be instituted thirty (30) days from Federal's notice
to Seller exercising its option to institute the Program and within such thirty
(30) day period Seller and Federal will each designate a Program Representative.
ARTICLE 6
SERVICES AND OTHER PRODUCTS
Section 6.01. Maintenance Services. (a) During the Warranty Period and any
subsequent Maintenance Services period, Company shall provide to Federal the
Maintenance Services described in Exhibit E attached hereto, and shall correct
and repair any failure, malfunction, defect or nonconformity in any Equipment
provided hereunder, following notification (as specified below and in Exhibit E)
by Federal to Seller of any failure, malfunction, defect or nonconformity which
prevents the Equipment from performing in accordance with the warranties,
Documentation, specifications and other materials provided to Federal hereunder.
(b) In addition to the Maintenance Services described in Exhibit E,
Company shall provide emergency remedial maintenance for those Equipment
failures, malfunctions, defects or nonconformities which impair Federal from
normal processing or problems which impact the communications of the Equipment.
Federal shall notify Seller verbally and in writing when such an occurrence
arises.
(c) If Federal should agree to purchase Maintenance Services
subsequent to the Warranty Period, payment will be due within thirty (30) days
following the beginning of the applicable annual Maintenance Services period.
The fee for the first annual chargeable Maintenance Services period is set forth
in Exhibit A and shall be designated in the Purchase Order. The fee for any
subsequent annual Maintenance Services period shall not be increased by more
than the CPI over the previous chargeable annual Maintenance Services period.
Federal shall not be required to purchase or renew any Maintenance Services at
any time and failure to obtain or renew any Maintenance Services shall not
affect the licenses of the Equipment. Federal shall have the right to order or
renew Maintenance Services under the same terms and conditions at any time
throughout the Term of this Agreement.
(d) The annual services period for any initial or renewal order of
Maintenance Services placed by Federal shall commence as of the date set forth
in Federal's Purchase Order therefor. The fees for any Maintenance Services for
any services period of less than a full fiscal year shall be prorated for such
period.
Section 6.02. Documentation. Federal may at its option order, and Company
shall thereupon provide, additional copies of Documentation (in hard copy or in
CD-ROM format when commercially available).
ARTICLE 7
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PERMITS, LICENSES, LAWS & REGULATIONS
Section 7.01. Seller's Responsibilities. Seller shall be responsible for
familiarizing itself and complying with all laws, ordinances, rules, regulations
and orders of any public authority having jurisdiction over the Equipment.
Seller shall be liable for and shall indemnify and hold harmless Federal against
any resulting fines, penalties, judgments or damages, including reasonable
attorneys' fees, arising out of Seller's failure to comply with any such laws,
ordinances, rules, regulations or orders.
ARTICLE 8
TAXES
Section 8.01. Payment of Taxes by Federal. (a) All taxes, excises, duties
and assessments whatsoever (except taxes levied or assessed against Seller based
upon gross receipts or net income or taxes imposed upon the privilege of doing
business or exercising a franchise) arising out of the sale and delivery of the
Equipment to Federal (the "Taxes") shall be the responsibility of Federal. Such
Taxes, if any, shall be added to the Equipment Purchase Price as a separate item
and shall be identified on Exhibit A.
(b) Seller shall invoice Federal for the sales or use Taxes it is
responsible for collecting and paying on the sale of Equipment by separately
stating the amount and percent of such Taxes in each invoice presented to
Federal for payment (or the final invoice, if agreed to by Federal and Seller).
Federal shall pay such Taxes to Seller in accordance with the payment procedures
set out in Exhibit B, unless (i) the validity or application of the Taxes is
contested by Federal in good faith, or (ii) Federal is permitted to make a
direct payment of the Taxes to the taxing authority, and Federal notifies Seller
of its intention to do so.
(c) Seller shall, upon Federal's written request and at its expense,
assist Federal in contesting the validity or application of any Taxes. Seller
agrees that if it receives a refund of all or part of any Taxes (including
interest and penalties) previously paid by Federal, it shall promptly remit the
refund to Federal.
ARTICLE 9
EXCUSABLE DELAY, CANCELLATION
Section 9.01. Delay by Seller. Seller shall not be responsible to Federal
for any Excusable Delay in the performance of its duties under this Agreement.
Section 9.02. Notice of Excusable Delay. Seller shall promptly notify
Federal when an Excusable Delay has occurred or is likely to occur, in each case
specifying to the extent practicable the estimated duration of such Excusable
Delay.
Section 9.03. Cancellation. If any Excusable Delay shall result in a delay
of more than fifteen (15) business days in delivery of any of the Equipment or
Maintenance Services, Federal may partially or completely cancel this Agreement
by notice to Seller without penalty, and Seller shall promptly refund to Federal
monies previously paid by Federal to Seller for cancelled Equipment or
Maintenance Services.
ARTICLE 10
DEFAULT, REMEDIES
Section 10.01. Events of Default. (a) If any one or more of the following
Events of Default shall happen, then this Agreement may be terminated in whole
or in part at the option of the party not in default although such termination
shall not be deemed an election of remedies:
(i) If either party shall fail in the due and punctual payment of any
sum due to the other, which failure shall not be cured within five
business days after receipt of notice that such payment is late;
(ii) If either party shall fail in the performance of any of its
obligations contained in this Agreement, which failure shall not be
cured within ten business days after receipt of notice from the
other party;
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(iii) If either party shall file a voluntary petition in bankruptcy, or
shall be adjudicated a bankrupt or insolvent, or shall file any
petition or answer seeking any reorganization, composition,
readjustment, liquidation or similar relief for itself under any
present or fixture statutes, law or regulation of the United States,
or shall seek or consent to or acquiesce in the appointment of any
master, or shall make any general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts
generally as they become due; or
(iv) If a petition shall be filed against either party seeking any
reorganization, composition, readjustment, liquidation or similar
relief under any present or future statute, law or regulation of the
United States and such petition shall remain undismissed or unstayed
for an aggregate of 60 days (whether or not consecutive), or if any
trustee, receiver or liquidator of either party is appointed, which
appointment shall remain unvacated or unstayed for an aggregate of
sixty (60) days (whether or not consecutive).
Section 10.02. Remedies. (a) Upon the occurrence of an Event of Default by
Seller, Federal shall have all the rights and remedies available to Federal
under this Agreement and the laws of Tennessee.
(b) Upon the occurrence of an Event of Default by Federal, Seller shall
have all of the rights and remedies available to a Seller under this Agreement
and the laws of Tennessee.
ARTICLE 11
INDEMNIFICATIONS
Section 11.01. General Indemnification. The Seller agrees to indemnify,
defend and hold harmless Federal, its directors, officers, agents and employees
from any and all liabilities, damages, losses, expenses, demands, claims, suits
or judgments, including reasonable attorneys' fees and expenses, for the death
of or bodily injury to any person and for the loss of, damage to or destruction
of any property in any manner arising out of the negligent or intentional acts
or omissions of the Seller, its agents, employees or any person for whose acts
or omissions the Seller, its agents, employees or subcontractors may be
responsible.
Section 11.02. Royalties and Patents. The Seller shall pay all royalties
and license fees in any way relating to the Equipment, shall defend all suits or
claims for infringement of any proprietary rights arising from the Equipment,
and shall indemnify, defend and hold harmless Federal from loss on account of
any such suit or claim.
Section 11.03. Patent Indemnification. (a) Seller shall indemnify, defend
and hold harmless Federal, its directors, officers, employees and agents, from
and against any claim that the Equipment or any portion of it (including, if
applicable, any software) or the use, lease or sale of any item delivered or to
be infringes any United States or foreign patent, including process, copyright
or other proprietary right. Seller shall pay any royalties and other costs
related to the settlement of such claim and the cost in damages, including
attorney's fees, finally awarded as a result of any suit based on such claim.
Federal shall promptly notify Seller of any such claim and shall give Seller
such assistance and information as is available to Federal for the defense of
such claim, and Federal will not settle or compromise any such claim without
Seller's prior written consent. Any assistance or information which is furnished
by Federal at the request of Seller shall be at Seller's expense.
Notwithstanding, Seller will not consent to any injunction, decree, judgment or
settlement which would have the effect of preventing Federal's use of any
Equipment without Federal's prior written consent.
(b) If the use of any Equipment delivered under this Agreement is enjoined
as a result of a suit based on any claim of infringement of a United States or
foreign patent, copyright or other proprietary right, Seller shall, at its
option, but in no event later than thirty (30) days after Federal's use of the
Equipment is so enjoined, (i) negotiate a license or other agreement with the
claimant so that the Equipment is no longer subject to such injunction, (ii)
modify the Equipment so that it becomes non-infringing, provided such
modification can be accomplished without materially affecting the performance of
the Equipment, (iii) replace the Equipment with non-infringing Equipment of
equal or better performance and quality, subject to the prior approval of
Federal or (iv) repurchase the Equipment for the Equipment Purchase Price paid
by Federal under this Agreement.
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ARTICLE 12
COMPLIANCE WITH LAWS
Section 12.01. Compliance with Laws. (a) To the extent applicable to the
Seller, it agrees to comply with the affirmative action requirements applicable
to contracts with government contractors as set forth in Title 41 of the Code of
Federal Regulations and incorporated into this Agreement by reference.
(b) Seller agrees to comply with all rules, orders, laws and regulations
of any federal, state, or local agency or governmental authority governing the
sale or delivery of the Equipment by Seller under this Agreement.
(c) The Seller agrees to indemnify, defend and hold harmless Federal, its
officers, directors and employees from and against any and all claims, losses,
demands, actions, administrative proceedings, liabilities and judgments,
including reasonable attorneys' fees and expenses, arising from the Seller's or
the subcontractor's failure to comply with the provisions of this Section.
ARTICLE 13
DISCLOSURE OF INFORMATION
Section 13.01. Disclosure of Information. Seller acknowledges that certain
of Federal's valuable, confidential and proprietary information may come into
Seller's possession. Accordingly, Seller agrees to hold all information it
obtains from or about Federal in strictest confidence, not to use such
information other than for the performance of this Agreement, and to cause any
of its employees to whom such information is transmitted to be bound to the same
obligation of confidentiality to which Seller is bound. Seller shall not
communicate such confidential and proprietary information without Federal's
prior written consent. In the event of any violation of this Section, Federal
shall be entitled to preliminary and permanent injunctive relief as well as an
equitable accounting of all profits or benefits arising out of such violation,
which remedy shall be in addition to any other rights for remedies to which
Federal may be entitled. The rights and obligations of the parties regarding
disclosure of Information shall be in accordance with the Mutual Non-Disclosure
Agreement between Federal and Seller dated September 16, 1998.
ARTICLE 14
TERMINATION
Section 14.01. Termination. The Agreement may be terminated by either
party at will, with or without cause, upon not less than thirty (30) days prior
written notice given to the other party.
ARTICLE 15
MISCELLANEOUS
Section 15.01. Assignment. This Assignment shall inure to the benefit of
and be binding upon each of the parties and their respective successors and
assigns, but neither the rights nor the duties of either party under this
Agreement may be voluntarily assigned or delegated without the prior written
consent of the other party, except that Federal may assign all or any part of
its rights and delegate its duties under this Agreement to a wholly-owned
subsidiary, affiliate, or parent company.
Section 15.02. Section Headings and Captions. All section headings and
captions used in this Agreement are for convenience of reference and shall not
affect the interpretation of this Agreement.
Section 15.03. Exhibits. All Exhibits described in this Agreement shall be
deemed to be incorporated in and made a part of this Agreement, except that if
there is any inconsistency between this Agreement and the provisions of any
Exhibit the provisions of this Agreement shall control. Terms used in an Exhibit
and also used in this Agreement shall have the same meaning in the Exhibit as in
this Agreement.
Section 15.04. Applicable Law. This Agreement shall be deemed entered into
with and shall be governed by and interpreted in accordance with the laws of
Tennessee, and the parties submit to the jurisdiction of any appropriate court
within Tennessee for adjudication of disputes arising from this Agreement.
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Section 15.05. Amendments. Except as otherwise provided, this Agreement
shall not be modified except by written agreement signed on behalf of Federal
and the Seller by their respective authorized officers.
Section 15.06. Entire Agreement. This Agreement supersedes all prior
understandings, representations, negotiations and correspondence between the
parties, constitutes the entire agreement between them with respect to the
matters described, and shall not be modified or affected by any coarse of
dealing, course of performance or usage of trade.
Section 15.07. Legality of Provisions. If any provision of this Agreement
is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired.
Section 15.08. No Waiver. The failure of either party at any time to
require performance by the other of any provision of this Agreement shall in no
way affect that party's right to enforce such provision, nor shall the waiver by
either party of any breach of any provision of this Agreement be taken or held
to be a waiver of any further breach of the same provision or any other
provision.
Section 15.09. Survival of Terms. The provisions of this Agreement which
by their nature extend beyond the expiration or earlier termination of this
Agreement shall survive and remain in effect until all obligations are
satisfied. Specifically, all of the Seller's obligations to indemnify Federal
shall survive this Agreement.
Section 15.10. Public Release of Information. The Seller shall in each
instance obtain the prior written approval of Federal concerning exact text and
timing of news releases, articles, brochures, advertisements, prepared speeches
or any other information releases concerning this Agreement.
Section 15.11. Change Of Control. In addition to such other rights as
Federal may have, Federal shall have the right to immediately terminate this
Agreement upon any change (i) in the ownership or voting control of fifty-one
percent (51%) or more of the capital stock or assets of Seller, if a
corporation, or (ii) in the ownership of Seller or its assets, if not a
corporation. Seller shall notify Federal in writing at least thirty (30) days
before any such change in control of the capital stock, business, or assets of
Seller.
Section 15.12. Financial Information. Seller agrees to provide to Federal,
within one hundred twenty (120) days after the end of each fiscal year of
Seller, a financial statement, prepared in accordance with generally accepted
accounting principles. In addition, Seller agrees to provide to Federal, from
time to time, any other financial information as Federal may reasonably request.
Section 15.13. Insurance. Contractor shall maintain and furnish to Federal
certificates evidencing the types of insurance coverage and endorsements. Such
insurance shall be written by insurance companies licensed to do business in the
state where the Maintenance Service is performed, shall be in form and substance
satisfactory to Federal, and shall provide that insurance will not be subject to
cancellation, termination, or change except after thirty (30) days written
notice to Federal.
Section 15.14. Safety, Order, and Security. Seller shall enforce strict
discipline and good order among its employees and subcontractors' employees, and
shall take all necessary precautions in the performance of the Work to insure
the safety of all persons and property. Seller will comply with all security
rules made by Federal and, at Federal's request and subject to applicable laws,
will cooperate with Federal in the investigation of any of Seller's employees
suspected of theft or other wrongdoing with respect to Federal and its property.
Section 15.15. Standard of Performance. Seller agrees that the Work will
be performed by qualified, careful, and efficient employees. Seller warrants
that all Maintenance Services furnished under this Agreement is of high quality
and workmanship. Seller shall replace or re-perform, as deemed necessary by
Federal, any of the Maintenance Service that is found lacking or defective, in
the opinion of Federal, without additional cost to Federal.
Section 15.16. Further Assurances. Each party agrees to take such actions,
provide such documents, and do such things as may reasonably be requested to
assure the performance of the other party's obligations under this Agreement.
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Section 15.17. Counterparts. This Agreement may be executed in any number
of counterparts and each fully executed counterpart shall be deemed an original.
Section 15.18. Notices. All notices, approvals, requests, consents and
other communications given pursuant to this Agreement shall be in writing and
shall be deemed effective when received if hand-delivered, sent by telex, sent
by Federal Express service or sent by United States certified or registered
mail, addressed as follows:
If to the Seller: I.D. Systems, Inc.
00 Xxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
If to Federal: Federal Express Corporation
3101 Tchulahoma
Xxxxxxx, Xxxxxxxxx 00000
Attn.: Xxxx Xxxxxxx
with a copy to: Federal Express Corporation
00 XxxXx Xxxxxxx
0xx Xxxxx, Vertical
Xxxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Managing Director
Legal Technology Transactions
Section 15.19. Validity of Agreement. This Agreement shall not be valid
nor binding upon Federal unless it shall have been executed by an officer of
Federal in writing.
TN WITNESS WHEREOF, the parties have signed this Agreement on the date
first above written.
I.D. SYSTEMS, INC. FEDERAL EXPRESS CORPORATION
By: Xxxxxxx Xxxxxx By: Xxx Xxxxxxxx
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Title: President Title: Vice President
------------------------- --------------------------
("Seller") ("Federal")
Approved
Legal Department
[ILLEGIBLE] L4/14199
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