EXHIBIT 10.10
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MEMORANDUM OF UNDERSTANDING
AU-SYSTEM MOBILE - CELLPOINT SYSTEMS
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Memorandum of Understanding 1
PARTIES
This Memorandum of Understanding, MoU, is made this 17th day of February 1999,
by and between:
CELLPOINT SYSTEMS AB, a company organised under the laws of Sweden, having their
registered office at Xxxxxxxxxxxxxxx 0, 000 00, Xxxxxxxxxx, hereinafter referred
to as "CellPoint"
and
AU-System Mobile AB a company organised under the laws of Sweden, having their
registered office at Xxx 00000, 000 00 Xxxxxxxxx, Xxxxxx Hereinafter referred to
as "AUS", collectively CellPoint and AUS will be referred to as the "The
Parties" for the purpose of this Agreement.
PREAMBLE
AUS is a market-leading supplier of software products in the area of SIM card
management and value-added services to GSM operators.
CELLPOINT is a market-leading supplier of positioning systems to GSM operators.
OBJECTIVES
The objective of this MoU is to establish the terms under which CellPoint and
AUS will work together on the market.
This MoU should be finalised by February 1999.
The parties agree that this is a non-exclusive agreement. Nothing in this
agreement shall prevent either party from entering into any type of agreement or
relationship with any third party.
DEFINITION OF PRODUCTS
AviSIM OTA ENABLED FOR POSITIONING: AviSIM OTA Wireless Internet Gateway with
plug-in modules for positioning services and plug-in modules in the WIB
(Wireless Internet Browser).
THE CELLPOINT SYSTEM: The CellPoint System for positioning.
SCOPE
AUS and CellPoint recognize that the combined capabilities of the two companies
have a wide range of opportunities available in the area of location-based value
added services.
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Memorandum of Understanding 2
AUS and CellPoint will market and sell its respective products independent of
each other.
Each company will finance and own development efforts that are needed to proceed
with the cooperation.
Each company will market and sell its own products. When there is a joint
business opportunity the parties will co-ordinate its respective offering to try
to win the business.
Co-ordination shall be achieved by having regular meetings between the parties
sales organisations.
The SMS Gateway from AUS shall be regarded as a special case, and where a
technical and commercial discussion and evaluation shall be conducted between
the parties. From case to case, it will be determined if it makes sense for the
parties that CellPoint should use the AUS SMS gateway and if so, what
compensation should be paid by CellPoint.
DEGREE OF EXCLUSIVITY
The parties should see each other as preferred partners, which does not exclude
other partnerships.
DEMO SYSTEM
CellPoint have the possibility to buy the hardware and third party software and
AUS will provide free of charge AviSIM OTA software to operate a demo system.
Any requested AUS support activity would be charged. AUS will provide training
free of charge to allow CellPoint sales staff to operate the demo system.
COMMITMENTS OF AUS
-- Include CellPoint's name as a partner in all marketing materials.
-- Include the CellPoint System, wherever appropriate, in general marketing
activities and programs.
-- Co-ordinate sales activities with CellPoint
COMMITMENTS OF CELLPOINT
-- Include AviSIM OTA, wherever appropriate, in general marketing activities
and programs.
-- Co-ordinate sales activities with AUS.
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Memorandum of Understanding 3
LENGTH AND RENEWAL OF MOU
This MoU shall become effective, as of the date of the signature by both parties
written below and shall continue until a replacement agreement has been signed
between the parties or until December 31, 1999.
TERMINATION OF MOU
Either party can terminate this MoU at any time.
This contract has been drawn up in two identical copies and duly signed
accordingly:
Xxxxxxxxxx 00/0 0000 Xxxxxxxxx 17/2 0000
XXXXXXXXX XXXXXXX XX XX-XXXXXX XXXXXX XX
/s/ XXXXX XXXXXXXXXX /s/ ANDERS HARDEBRING
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Xxxxx Xxxxxxxxxx Anders Hardebring
Chairman Executive Vice President
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Memorandum of Understanding 4
