1
EXHIBIT 10.21
MEMORANDUM OF UNDERSTANDING (M.0.U)
An Agreement made this Tuesday, 19th of May, 1998
by and between
DE LA RUE CARTES ET SYSTEMES, a company incorporated under the laws of the
French Republic and having its registered office at 00, xxx Xxxxxxxxxxxx 00000
Xxxxx, Xxxxxx,
hereinafter referred to as DLRCS;
and
Chip Application Technologies Limited, a company incorporated under the laws of
Australia, having its registered office at 000-000 Xxxxx Xxxxxx, Xxxx Xxxxxx,
XXX 0000 Xxxxxxxxx, represented by Xxxxxx C.A. Wescombe as General Manager,
Sales and Marketing.
hereinafter referred to as C.A.T.
Whereas, DLRCS develops Operating Systems, manufactures Smart card and sells it
around the world.
Whereas, C.A.T. creates and develops software known as the C.A.T. System, a
multi-application smart card management system that includes applications and
programs for loyalty and incentives, tickets; access controls, memberships and
a closed electronic purse with other customized applications as required.
Now therefore, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree to offer complete smart card solutions to
customers, through DLRCS, C.A.T., or the Value Added Partners (VAP) of both
Companies that include the C.A.T. System with DLRCS products and associated
services (the Solution) based on the following:
1) DLRCS and C.A.T. will cooperate in joint marketing and promotion of
the Solution in all markets in which DLRCLS, C.A.T., or the VAP have
representation.
2) DLRCS is developing a new Loyalty Card. C.A.T. and DLRCS will work
together to allow the new card to be integrated into the C.A.T. System
software. DLRCS will provide C.A.T. sample cards with a development kit
to allow C.A.T. to evaluate and complete the integration and
certification of these cards for the C.A.T. System.
C.A.T. will add DLRCS Loyalty cards to the list of cards compatible
with the C.A.T. System software when these cards are certified.
Page 1/4
2
3) DLRCS will promote and present the C.A.T. System to the VAP and customers.
Interested VAP can then enter into a Distribution Agreement with C.A.T.
The parties will provide sufficient training to enable the VAP to
integrate the Solution.
The parties will provide marketing (including price indications),
promotional and presentation materials (including the C.A.T. System
Demonstration Kits) at the cost price of the materials and products
involved.
4) The parties will actively promote each other's products towards third
parties, prospects but also during public events such as exhibitions,
conferences and forums and the different media tools such as web sites,
brochures, presentations, press etc.
5) The parties will provide free of charge, each other with general marketing
and promotional materials in the broadest sense, which will serve as
support for the selling process.
6) The parties agree to make available to each other successive versions,
revisions and any improvements of the Solution for the purpose of this
agreement.
7) No exclusivity of any type is granted to either party by the other under
this agreement.
8) Whenever a party is invited by or on behalf of a VAP or a prospect to
enter into negotiations on any subject affecting the Solution, then the
party shall notify and invite the other to attend the said negotiations.
Each party hereto shall bear separately and solely all costs and expenses
incurred in connection with the preparation, submission and negotiation of
the quotation up to the date of award of a contract or contracts.
The parties will support each other in the response, preparation and
negotiations for request for quotations from the identified common
prospect mentioned under this agreement. The parties will however, have
the right to refuse to provide the reply if this concerns a potential
client other than the prospect mentioned hereunder.
Each party shall not enter into any contract or commitment in the name of
or on behalf of the other party or bind the other party in any respect,
without prior agreement of the other party.
9) This M.O.U. shall take effect upon signature and shall remain in force
subject to earlier termination in the following circumstances:
a) No agreement with any one of the prospects is entered with a party
concerning the Solution within a period of 2 years
b) Material change in control or shareholding of either party which is
unacceptable to the other party
c) Mutual agreement of both parties
d) Breach of one obligation, in particular, with regard to
confidentiality and non-disclosure.
Page 2/4
3
e) Upon 6 months written notice by either party
Upon termination of this M.O.U., neither party shall have any liability to the
other party in respect of the matters contemplated herein, except with respect
to breach of confidentiality.
10) The parties agree that this M.O.U. shall not form any kind of partnership
and neither party shall have the right to bind the other or make
commitments on the other party's behalf.
Nothing contained in this agreement shall be construed or interpreted to
the effect that the parties hereto have formed or intend to form any kind
of corporate association.
11) Each party shall be responsible for its own costs and the preparation of
this M.O.U. and any further agreement including, but not limited to legal
fees, business plan costs and travel and associated expenses.
12) Except for execution of this Agreement, no party shall issue or allow
others to issue any publicity material relating to this agreement or the
execution thereof without prior written approval of the other party.
All information acquired by the parties from each other in connection with
this agreement shall be treated as confidential by the recipient and not
be used otherwise than for the purpose of the collaboration under this
agreement without the prior written consent of the party providing such
information, unless such information:
i) is or later comes into the public domain other than by breach of the
foregoing paragraph,
ii) is in the possession of the recipient, with the full right to
disclose, prior to receiving it from the supplying party,
iii) is independently received by the recipient from a third party with
the full right to disclose,
iv) is required to be disclosed by law or regulation.
13) The parties hereto agree that they shall use their best efforts, even
after expiration of the contractual relations, to settle amicably or
through arbitration any disputes, differences or controversies arising
between them out of or in connection with this M.O.U.
An attempt to arrive at a settlement shall be deemed to have failed as
soon as one of the parties so notifies the other in writing.
In this case, any such disputes, differences or controversies shall be
finally settled in Paris, France under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules.
Moreover, any party to this M.O.U. shall have the right to have recourse
to and shall be found by the Pre-arbitrage Referee Procedure of the
International Chamber of Commerce in accordance with its Rules.
Page 3/4
4
14) One party shall inform the other party promptly as soon as it becomes aware
of any possible or existing infringements of C.A.T. or DLRCS patents,
copyrights or trademarks.
15) This M.O.U. shall be governed, constructed and enforced in accordance with
the French laws.
For For CHIP APPLICATION TECHNOLOGIES
--------------------------------- ----------------------------------
Name X. Xxxx-Xxxxx Name Xxxxx X. Xxx Xxxxx
-------------------------------- ---------------------------------
Date 27th May 1998 Date 28th May 1998
-------------------------------- ---------------------------------
Signature /s/ X. XXXX-XXXXX Signature /s/ XXXXX X. XXX XXXXX
-------------------------- ----------------------------
PAGE 4/4
