EXHIBIT 10.10
[LOGO]
October 29, 1996
Xx. Xxxxx Xxxxxxx
Smoky Mountain Technologies
000 Xxxxxxx 00 Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xxxxx:
It is my understanding that we have agreed as follows:
1. Xxxxxx will market the Smoky Mountain Technologies ("SMT") LAN
Controllers and related software (the "Controllers") and the Xxxxxx APTM
Personal Transaction Machine as a joint hardware/software solution for
the retail industry. Xxxxxx will act as a wordwide nonexclusive Value
Added Reseller for SMT.
2. Since hardware compatibility has already been determined, only software
modifications are required, which Xxxxxx will undertake and attempt to
complete by December 19, 1996. SMT will assist Xxxxxx in the foregoing by
providing resources, including but not limited to, technical consultation
and documentation, as reasonably required by Xxxxxx.
3. Subject to completion of the above, the approximate target for first
customer shipment ("FCS") will be the first calendar quarter 1997.
4. Estimated volume of 5,000 Controllers for the two years immediately
following FCS, with an estimated 2,000 units to ship in year one, and
3,000 units in year two. Of course, Xxxxxx cannot guarantee these
estimates, but will provide SMT a rolling quarterly forecast with
quantities and prospect names.
5. SMT product pricing to Xxxxxx will be less than the lowest price quoted
on SMT's existing U.S. distributor pricing, and reasonably related to the
quantities estimated above.
6. Installation and maintenance of the Controllers will initially be
handled by SMT as subcontractor for Xxxxxx, with Xxxxxx having the option
to later undertake such installation and maintenance exclusively.
7. Xxxxxx and SMT will immediately begin working on the development of the
following items required to ensure success of this agreement:
a. a sales tool kit;
b. a question and answer document in an introductory form and later in a
more complete detailed form covering product features and benefits;
c. an announcement letter to both companies under joint signature;
d. joint attendance at each company's sales meetings to conduct
training;
e. a sales brochure which discusses the features and benefits of the
product;
f. a joint technical training plan for our analysis;
g. a joint press release and related announcement documents; and,
h. language to be used in the end-user agreements relating to SMT
products.
8. The term of this relationship will be for a two year period with mutual
options for a second two years. During the term and any renewal term,
Xxxxxx will agree to not market any other product
similar to SMT's Controllers, and SMT will not market any software
similar to the Xxxxxx APTM Personal Transaction Machine.
9. To keep our lawyers happy, we will complete a formal contract detailing
our agreement within thirty days of the date of this letter.
Please acknowledge your agreement to the foregoing by signing the attached copy
of this letter in the space provided, and return it to my attention.
We are looking forward to a long and successful relationship with you.
Sincerely yours,
/s/ Xxxx X'Xxxxxx
Xxxx X'Xxxxxx
Vice President
Sales & Support
Agreed to and accepted:
SMOKY MOUNTAIN TECHNOLOGIES
By: /s/ XXXXX X. XXXXXXX
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Name (print): XXXXX X. XXXXXXX
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Title: Vice-President, Sales & Marketing
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Date: 10/30/96
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