Exhibit 10.20
Confidential treatment has been requested for portions of this document.
Redacted material is identified by double asterisks (i.e. "**"). The redacted
material has been filed separately with the Securities and Exchange
Commission pursuant to an application for confidential treatment.
RELATED AGREEMENT
NUMBER ONE
TO
STRATEGIC SUPPLY, SERVICES AND PROMOTION AGREEMENT
Effective August 20, 1999
This Related Agreement Number One to Strategic Supply, Services and Promotion
Agreement (the "Related Agreement No. 1") is entered into by and between
Hewlett-Packard Company (hereinafter called "HP") whose primary offices are in
Palo Alto, California and Delphi Systems Informations, Inc. (hereinafter called
"Delphi" or "Customer") whose primary offices are in Rolling Meadow, Illinois.
WHEREAS, HP and Delphi have entered into the Strategic Supply, Services and
Promotion Agreement effective August 20th, 1999 (the "Original Agreement"); and
WHEREAS, said Original Agreement contemplates one or more "Related Agreements"
to set forth additional terms and conditions that apply to Delphi's purchase of
HP products and services; and
WHEREAS, Delphi desires to purchase products, software licenses, and support
services for such products from HP under the terms of the Original Agreement and
the additional terms set forth herein; and
WHEREAS, HP desires to sell such products, software licenses, and services to
Delphi under the Original Agreement and the additional terms set forth herein;
NOW THEREFORE, Delphi and HP agree as follows:
1. ORIGINAL AGREEMENT
The terms and conditions of the Original Agreement are incorporated
herein. Delphi and HP mutually agree that the terms of this Related
Agreement No. 1, shall apply to all orders placed by Delphi under the
Original Agreement for HP Hardware, HP Software and standard maintenance
and support of such HP Hardware and HP Software. This Related Agreement
No. 1 shall not apply to orders placed by Delphi under the Original
Agreement for HP Services, as defined in the Original Agreement.
2. DEFINITIONS
Unless otherwise stated in this Related Agreement No. 1, capitalized terms
shall have the meaning as defined in the Original Agreement.
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3. ADDITIONAL TERMS AND CONDITIONS
Delphi and HP mutually agree that HP's Terms and Conditions of Sale and
Service attached in Exhibit E16 hereto, shall govern all orders placed by
Delphi under the Original Agreement and this Related Agreement No. 1 for
HP Hardware, HP Software and standard maintenance and support of such HP
Hardware and HP Software, provided that:
3.1 As used throughout Exhibit E16: (i) the term "Products" shall mean "HP
Hardware" and "HP Software"; (ii) the term "Software" shall mean "HP
Software"; and (iii) the term "Support" does not include the HP Services.
3.2 Section **.
3.4 Sections **.
4. ORDERS
(a) Purchase orders from Delphi under the Original Agreement and this
Related Agreement No. 1 shall reference this Related Agreement No.
1.
(b) **.
5. EXHIBITS
Exhibit E16 HP's Terms and Conditions of Sale and Service are hereby made
part of this Related Agreement No. 1.
6. CONFLICTS
To the extent there is a conflict between this Exhibit and the Original
Agreement, the Original Agreement will control.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS RELATED AGREEMENT
NO. 1 THIS 20th DAY OF August, 1999.
HEWLETT-PACKARD COMPANY DELPHI INFORMATION SYSTEMS, INC.
By: /s/ Illegible By: /s/ Xxxxx Xxxxx
------------------------------ ----------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: President, COO Delphi
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