TECHNOLOGY LICENSE AGREEMENT
THIS TECHNOLOGY LICENSE AND SUPPLY AGREEMENT, (the "Agreement") is dated
this 22 day of March, 1996, by and between RACOM SYSTEMS, INC. ("RS" AND/OR
"LICENSOR"), a Delaware corporation having its principal offices at 0000
Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, and RACOM JAPAN
("RJ" AND/OR "LICENSEE"), a Japanese corporation having its principal officers
at 6F Otsuka - Shinyurigaoka Building 1-5-3 Karniasao Asao - Ku, Kawasaki - Shi,
Kanagawa - Xxx 215 Japan.
RECITALS
A. RS has developed and owns certain confidential and patented contactless
technology for RFID and smart card applications.
B. RS has licensed, with the right to sub-license, proprietary ferroelectric
semiconductor technology from Ramtron International Corporation for
application in RS's RFID and smart card products.
C. RS and RJ wish to expand their cooperation as described herein for the
common purpose of more fully developing the Japanese market for
ferroelectric RFID products.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the sufficiency and receipt of which is acknowledged, the Parties agree as
follows:
ARTICLE I
DEFINITIONS
When used in this Agreement, the following terms have the following meanings:
1.1 "AFFILIATE" means any enterprise, whether a corporation, unincorporated
association, joint venture, partnership or otherwise in which a person or
corporation, any holding company or subsidiary of such corporation, or any
holding company or subsidiary of such holding company, participates
directly or indirectly and relation to such enterprise, such person,
corporation or any such holding company or subsidiary has the power to
appoint the management thereof, or control the majority of votes at a
general meeting.
1.2 "FERROELECTRIC RF/ID PRODUCTS" means a device that Monolithically
Incorporates the patented Ferroelectric Technology and is remotely powered
by electromagnetic waves or sound waves in which data can be retained in
such device and/or altered using electromagnetic waves or sound waves
without electrical or physical contact; this may include a device
containing a Microprocessor (as specifically provided herein), commonly
known as a "smart card."
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1.3 "CHANGE IN CONTROL" shall mean if "person" or "group" (within the
meaning of Sections 13(d) and 14(d) (2) of the Securities Exchange Act
of 1934) becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934) of voting shares of Licensee and
is entitled to exercise more than 50% of the total voting power of all
outstanding voting shares of Licensee or any consolidation of Licensee
with, or merger of Licensee into, any other entity, any merger of
another entity into Licensee, or any sale or transfer of all or
substantially all of the assets of Licensee to another entity (other
than a merger which does not result in any reclassification conversion,
exchange or cancellation of outstanding shares of Licensee or a merger
which is effected solely to change the jurisdiction of incorporation of
Licensee).
1.4 "DOLLARS" or "dollars" or "$" means United States currency unless otherwise
specified.
1.5 "EFFECTIVE DATE" means the date of this Agreement as set forth in the
introductory paragraph of this Agreement.
1.6 "FERROELECTRIC TECHNOLOGY" means the patented technology licensed from
Ramtron International Corporation for the design and manufacture of RF/ID
Products.
1.7 "IMPROVEMENTS" means all patented improvements, enhancements and
developments to the Ferroelectric Technology that relate to the design,
development and/or manufacturing of RF/ID Products. "Improvements" shall
not include any such improvements, enhancements, and developments if RS or
any of its Affiliates, as the case may be, are prohibited from making the
same available to Licensee pursuant to any judicial order or proceeding.
1.8 "MONOLITHICALLY INCORPORATE" means all active electronic functions are
contained in a single integrated circuit.
1.9 "NET SALES" means the total of all gross amounts either RJ or its
Permitted Sublicensees, charges purchasers or sublicensees or otherwise
receives, whether from purchasers or sublicensees for or with regard to
the sale license or other transfer for value of Ferroelectric RF/ID
Products that are manufactured and sold, disposed of, or otherwise
transferred by (or manufactured on behalf of RJ by any Permitted
Sublicensee or subcontractor) less costs of insurance incident to
transportation and shipping charges excise taxes and customs duties and
allowances for actual returns and uncollectible accounts. Should
Licensee or any Permitted Sublicensee sell such Ferroelectric RF/ID
Products in combination with other components or equipment, then the
calculation of Net Sales shall be based on the price normally charged by
Licensee or Permitted Sublicensee, for such Ferroelectric RF/ID Products
when separately invoiced or priced, or if no such separately invoiced or
priced sales of such Ferroelectric RF/ID Products have been made, then
the calculation of Net Sales shall be based on the price which Licensee
or Permitted Sublicensee would charge for such Ferroelectric RF/ID
Products in an arm's-length commercial sale transaction for cash.
1.10 "PERMITTED SUBLICENSEES" shall have the meaning set forth in Section 2.1.
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1.11 "ROYALTY PERIOD" means a period of three (3) months ending on the last day
of March, June, September and December of each year this Agreement is in
effect referred to in Section 218, following the expiration of the
immediately preceding Royalty Period.
1.12 "ROYALTY YEAR" means each period comprised of each consecutive set of four
(4) Royalty Periods.
1.13 "TECHNOLOGY LICENSE" has the meaning set forth in Section 2.1.
ARTICLE II
TECHNOLOGY LICENSE AND FEES
2.1 GRANT OF LICENSE TO RJ. Upon the terms and subject to the conditions of
this Agreement, RS hereby grants to Licensee a non-exclusive right and
license to use its patented Ferroelectric RF/ID Technology, and all
Improvements, for the limited right to design, development and/or
manufacture of Ferroelectric RF/ID Products for sale and use in Japan only.
RJ may sublicense Ferroelectric Technology for the limited right to design,
development, manufacture and sell Ferroelectric RF/ID Products to Japanese
based parties each of whom shall be appointed by RJ and approved in writing
by RS, with such approval not to be unreasonably withheld (collectively,
the "Permitted Sublicensees"). This license specifically excludes the
right to use the Ferroelectric RF/ID Technology in conveyor fed, airline,
postal and courier applications. RJ shall pay RS fifty percent (50%) of
all license payments, royalties or other value RJ receives from Permitted
sublicensee. Plus a 4% royalty on RJ's net sales of Ferroelectric RF/ID
Products. RS shall not directly grant any new rights or licenses to any
Japanese based corporation to design, develop and manufacture Ferroelectric
RF/ID Products for sale and use in Japan during the term of this Agreement.
2.2 GRANT OF LICENSE to RS. RJ and/or its Permitted Sublicensees shall grant
to RS a royalty-free, worldwide and perpetual license or sublicense, as the
case may be, to RS to design, develop, manufacture, use, sell or otherwise
transfer any Improvements related to the design, development and/or
manufacturing of Ferroelectric RF/ID Products. Any sublicense agreement
entered into between Licensee and a Permitted Sublicensee shall provide
that any Permitted Sublicensee making an Improvement in the design,
development and/or manufacturing of any Ferroelectric RF/ID Technology or
Products shall be required to provide for a royalty fee sublicense in favor
of RS for all Improvements:
(a) made solely by the Permitted Sublicensee; and/or
(b) made jointly by RJ and the Permitted Sublicensee.
2.3 CERTIFICATION OF ROYALTIES BY RACOM. Licensee shall, on or before April
30, July 31, October 31 and January 31 in each year during which royalties
are payable under this Agreement (respectively each such three month period
is referred to herein as "Royalty Period") furnish to RS a statement,
certified by a financial officer of Licensee, concerning the Net Sales by
or on behalf of Licensee of Ferroelectric RF/ID Products manufactured and
sold, disposed or otherwise transferred by
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Licensee during the preceding Royalty Period in sufficient detail to permit
the computation of the royalties due for such Royalty Period, and shall
accompany such statement by payment, in immediately available dollar funds,
of the royalties due according to that statement. On or before the last
day of the first three month period following the end of each Royalty Year,
Licensee shall furnish to RS a comparable statement, certified by an
internationally recognized firm of independent certified public
accountants, certifying the Net Sales by or on behalf of Licensee of
Ferroelectric RF/ID Products manufactured and sold, disposed, or otherwise
transferred by Licensee during the preceding Royalty Year. Licensee shall
accompany such statement by payment in immediately available United States
dollar funds of any amounts due to RS for such preceding Royalty Year.
2.4 DISPUTE REGARDING ROYALTIES. In the event of any dispute regarding the
amount of any royalty payment allegedly due under or pursuant to this
Agreement, the parties shall agree in commercial good faith on and appoint
an internationally recognized firm of independent certified public
accountants, who shall audit the books and records of Licensee and
determine the amount, if any, of the disputed royalty payment or payments,
which determination shall be final and legally binding on the parties for
all purposes of this Agreement. If the parties are unable to agree on such
a firm of independent certified public accountants, such a firm shall be
appointed by the Chairman, President or the highest officer at such time of
the American Institute of Certified Public Accountants. RS and Licensee
shall each pay fifty percent (50%) of the cost of any audit conducted
pursuant to this Section.
ARTICLE III
TECHNICAL MATERIALS AND ASSISTANCE
3.1 RJ REIMBURSEMENT OF RS EXPENSES. As Partial reimbursement of RS expenses
in design, development and documentation of its patented Ferroelectric
RF/ID Technology, concurrently with the signing of this agreement RJ will
pay RS Y one hundred million (Y100,000,000).
3.2 TECHNICAL ASSISTANCE. Subject to RS's reasonable availability and payment
to RS of costs associated herein, RS shall provide certain technical
assistance to RJ, and Permitted Sublicensees, during the transfer process.
All costs and expenses, including but no limited to salary, employee
benefits, travel and lodging of such personnel, and support staff shall be
paid in advance by the party receiving such benefit or reimbursed
immediately upon presentation to the recipient of appropriate documentation
evidencing the other party's having paid or incurred such costs or expenses
as a result of such assistance. Notwithstanding anything in this Agreement
to the contrary, in the event there is a Change in Control of RJ, RS shall
not be required to provide any further technical transfer assistance to RJ
or any Permitted Sublicensee if RS believes, in its sole discretion, that
providing such assistance would be commercially disadvantageous to RS's
position in the Ferroelectric RF/ID market.
3.3 HOLD HARMLESS/INDEMNIFICATION. In the event that any employee of Licensee,
or an employee of any Permitted Sublicensee, visits RS's premises, or any
employee of RS shall visit Licensee's, or
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Permitted Sublicensee's, premises as contemplated pursuant to this
Section, then Licensee, and/or Permitted Sublicensee, shall be
responsible for any and all liability of any type whatever to any other
person, firm or entity arising from any direct or indirect action or
inaction relating to the carrying out of its employee's duties under the
terms of this Section. Licensee, and/or Permitted Sublicensee, shall
also cause their employees to be covered by their respective liability
insurance policy or policies. Whether or not any action or inaction of
any such employee is covered by insurance, Licensee and/or Permitted
Sublicensee, shall hold harmless and indemnify RS against and from all
losses, claims, damages, liabilities, obligations or expenses (including
attorneys fees, court costs, and costs of investigation) incurred or to
which it may become subject as a result of any action or inaction
relating to the carrying out of said employee's duties as contemplated
herein.
ARTICLE IV
NONTRANSFERABILITY OF TECHNOLOGY LICENSE
4.1 NONTRANSFERABILITY. Except as provided in Section 2.1, the Technology
License may not be assigned, sublicensed, subdivided or transferred in any
way whatsoever by Licensee without RS's prior written consent, such consent
to be within RS's sole discretion. Pursuant to the authority set forth in
Section 2.1, RJ shall notify RS in writing of any proposed sublicense of
rights to design, develop or manufacture Ferroelectric RF/ID Products, and
such sublicense shall be deemed to have been rejected by RS unless RS
notifies RJ of its approval in writing within thirty (30) calendar days of
receipt of RJ's notice.
4.2 CHANGE IN CONTROL. For purposes of this Agreement, any of the following
events shall be deemed to be an attempted transfer of the Technology
License and shall be subject to the provisions of this Agreement:
(a) A "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of voting shares of Licensee and is entitled to
exercise more than 50% of the total voting power of all outstanding
voting shares of Licensee.
(b) Any consolidation of Licensee with, or merger of Licensee into, any
other entity, any merger of another entity into Licensee, or any sale
or transfer of all or substantially all of the assets of Licensee to
another entity (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding
shares of Licensee or a merger which is effected solely to change the
jurisdiction of incorporation of Licensee).
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ARTICLE V
DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABLILITY
5.1 RELIANCE ON DISCLAIMERS AND LIMITATIONS. The license fees for the
Technology License, and the substance of the other rights and duties of
Licensee and RS in this Agreement, have been negotiated in reliance on, and
are based upon the applicability and enforceability of, the disclaimers,
warranties and limitations of liability contained in this Article 5.
5.2 DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS ARTICLE V,
RS MAKES NO WARRANTIES TO LICENSEE OR TO ANY OTHER PARTY BY VIRTUE OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND RAMTRON EXPRESSLY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR ARISING BY USAGE OF
TRADE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND LICENSEE UNCONDITIONALLY ACCEPTS SUCH DISCLAIMER.
LICENSEE SHALL NOT MAKE OR PASS ON TO ITS CUSTOMERS (WHOLESALE OR RETAIL)
OR SUBLICENSEES ANY WARRANTY OR REPRESENTATION ON BEHALF OF RS.
5.3 LIMITATION OF LIABILITY FOR TERMINATION. NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT OR UNDER APPLICABLE LAW TO THE CONTRARY, IN NO
EVENT SHALL RS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS,
INCOME OR PROFITS, RESULTING FROM RS'S TERMINATION OF THIS AGREEMENT,
WHETHER OR NOT RS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
ARISING IN ANY WAY OUT OF THE TERMINATION OF THIS AGREEMENT. Without
limiting the generality of the foregoing, Licensee assumes all risks
arising out of or relating to its inability to meet any commitments made to
and/or perform any agreements entered into with any customer (wholesale or
retail) of Licensee in the event of any termination by RS of this
Agreement. Provided, however, that nothing contained in this Section is
intended to disclaim or waive any rights that Licensee may have against RS
with respect to actual and direct damages suffered by Licensee as a result
of the breach of this Agreement or the wrongful termination of this
Agreement by RS and provided further that nothing contained in this Section
shall prejudice or restrict Licensee's right and entitlement to also
terminate this Agreement in the event of any material breach of this
Agreement by RS.
ARTICLE VI
PROTECTION OF FERROELECTRIC TECHNOLOGY
6.1 PATENTS, COPYRIGHTS, AND INTELLECTUAL PROPERTY. RS shall at its own cost
obtain such patent, copyright or similar registration or intellectual
property protection of the Ferroelectric RF/ID Technology used in the
design, development or manufacture of Ferroelectric RF/ID Products
throughout the world as is reasonable having regard to: the relative cost
thereof; the benefit of the
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protection obtained; and, all other relevant circumstances. Upon request by
Licensee, RS shall provide Licensee a list of all issued patents pertaining
to the Ferroelectric Technology used in the design, development, or
manufacture of Ferroelectric RF/ID Products.
RJ and/or any Permitted Sublicensee, shall at their own cost obtain such
patent, copyright or similar registration or intellectual property
protection for Improvements made solely by RJ or Improvements made jointly
by RJ and a Permitted Sublicensee(s), which are used in the design,
development or manufacture of Ferroelectric RF/ID Products in Japan as is
reasonable having regard to: the relative cost thereof; the benefit of the
protection obtained; and, all other relevant circumstances. Upon request
by RS, Licensee, and/or any Permitted Sublicensee, shall provide RS a list
of all issued patents pertaining to Improvements made to the Technology
used in the design, development or manufacture of Ferroelectric RF/ID
Products.
6.2 MUTUAL COOPERATION. The parties herein shall constitute a patent committee
which shall consist of a senior technical person from RS and a senior
technical person from RJ. The patent committee shall meet quarterly after
execution of this Agreement to share information concerning Improvements
and to determine whether or not an Improvement shall constitute a sole
patent right of either RS or RJ, or a joint patent right between RS and RJ.
Should the patent committee fail to determine whether or not an Improvement
shall constitute a sole patent right of either RS or RJ, or a joint patent
right between RS and RJ, then senior management of RS and RJ shall make
such determination.
The inventing party, RS or RJ, as the case may be, shall retain the sole
ownership of the respective sole patent right. The inventing party shall
grant to the other party and/or its Permitted Sublicensees a
nonexclusive, nonsublicenseable, nontransferable, nonassignable, worldwide
license to use the sole patent rights pursuant to the terms of this
Agreement.
Joint patent rights shall be jointly owned by the parties with each
party owning an equal undivided ownership interest. Each party may, for
the life of each joint patent right, use the joint patent rights for any
purpose without any payment to the other party, provided that a grant of
license of such joint patent rights to a third party other than each
party's Affiliate and/or Permitted Sublicensees shall be subject to the
prior written approval of the other party. Such approval shall not be
unreasonably withheld.
RS and RJ shall share equally in the legal, filing, and maintenance fees
associated with filing joint applications.
6.3 NOTICE OF INFRINGEMENT. Each of RS and Licensee (and any Permitted
Sublicensee which Licensee shall cause to act hereunder) shall promptly
advise the other in writing of any claim, action, lawsuit, or proceeding
threatened, made or brought against them or either of them for infringement
of a patent issued to a third party, or for violation of a third party's
patent, trade secret, or other intellectual property right based in any
instance upon Licensee's use of the Technology License, or Licensee's sale,
lease, or distribution of Ferroelectric RF/ID Products or
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based in any instance upon RS or any of RS's licensees or Affiliates of
which RS knows, use of the Ferroelectric RF/ID Technology as the case may
be.
6.4 INFRINGEMENT BY FERROELECTRIC TECHNOLOGY. In the event that the
Ferroelectric RF/ID Technology is, or in the reasonable judgment of RS,
is likely to become the subject of any legal action based in whole or in
part on a claim that the Ferroelectric RF/ID Technology infringes the
proprietary rights of any person, RS may reasonably demand that
Licensee, or any Permitted Sublicensee, cease to use the Technology
License and that Licensee, or any Permitted Sublicensee, cease to sell,
lease and distribute Authorized Ferroelectric RF/ID Products utilizing
the allegedly infringing Ferroelectric RF/ID Technology until and
unless there is a final judgment or other final resolution establishing
RS's right to continue licensing the Ferroelectric RF/ID Technology. In
the event that Licensee, or any Permitted Sublicensee, fails to cease to
use the Technology License or fails to cease selling, leasing and
distributing Ferroelectric RF/ID Products utilizing the allegedly
infringing Ferroelectric RF/ID Technology promptly upon such demand by
RS, Licensee, or any Permitted Sublicensee, shall indemnify and hold RS
harmless against any and all costs and expenses (including reasonable
attorneys fees) paid or payable by RS as a result of Licensee's, or any
Permitted Sublicensee's, failure to promptly cease such activities.
Notwithstanding anything else contained herein to the contrary, the
failure by Licensee, or any Permitted Sublicensee, to cease use of the
Technology License and the selling, leasing and distributing of
Ferroelectric RF/ID Products shall not constitute a breach of or default
under this Agreement. However, in the event of any such failure by
Licensee, or any Permitted Sublicensee, RS shall be entitled to require
Licensee, or any Permitted Sublicensee, to provide, and Licensee, and/or
any Permitted Sublicensee, shall provide to RS, reasonable security for
Licensee's, or any Permitted Sublicensee's, indemnification obligation
to RS as a result of Licensee's, or any Permitted Sublicensee's
continued use of the Technology License and/or manufacture, lease or
sale of the Ferroelectric RF/ID Products. RS shall have control of the
defense of such claim, action, lawsuit or proceeding, and shall pay the
costs thereof (except any cost of the Licensee's associated attorneys,
if any); and Licensee, and/or any Permitted Sublicensee, shall assist
RS, at RS's cost and expense in the defense of any such claim, action,
lawsuit, or proceeding. Licensee, or any Permitted Sublicensee, shall
have the right to be represented by an attorney at its own expense in
any such controversy.
6.5 INDEMNIFICATION BY RS. RS shall at its own expense indemnify, defend, and
hold harmless Licensee from and against any cost, liability, loss, or
expense arising from any actual or alleged infringement by Licensee of any
patent, trademark, copyright, or other intellectual property right of any
third party provided that: (i) such alleged infringement is attributable
solely to the Ferroelectric RF/ID Technology and does not arise from the
use of such Ferroelectric RF/ID Technology as a part of or in combination
with any other devices or parts; (ii) such alleged infringement does not
arise from any portion or aspect of Ferroelectric RF/ID Products that were
designed or specified by Licensee or any consultant to or representative of
Licensee (other than RS); (ii) Licensee gives RS immediate notice in
writing of any such suit and permits RS, through counsel of its choice, to
answer the charge of infringement and defend such suit; (iv) such cost,
liability, loss, or expense does not result from Licensee's failure to
promptly cease use of the Ferroelectric RF/ID Technology and sale, lease,
and distribution of Ferroelectric
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RF/ID Products after notification by RS in accordance with this
Agreement; and, (v) Licensee gives RS all the needed information,
assistance, and authority at RS's expense, to enable RS to defend such
suit. Notwithstanding anything else contained in this Section 6.5 or
elsewhere in this Agreement to the contrary, in no event shall RS's
total payments in respect of liability to Licensee hereunder, whether
or not the result of more than one actual or alleged infringement,
exceed the aggregate amounts paid by Licensee and actually received by
RS pursuant to this Agreement; provided, however that if the aggregate
amount of such cost, liability, loss, or expense incurred by Licensee
exceeds the aggregate amounts paid by Licensee to RS pursuant to this
Agreement, then Licensee shall be entitled to offset any such excess
against subsequent amounts owed or owing by Licensee to RS pursuant to
this Agreement. THIS SECTION 6.5 STATES RS'S TOTAL Liability AND
RESPONSIBILITY, AND LICENSEE'S SOLE REMEDY FOR ANY ACTUAL OR ALLEGED
INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL
PROPERTY RIGHT BY THE FERROELECTRIC RF/ID TECHNOLOGY LICENSED HEREUNDER,
OR ANY PART THEREOF. THIS SECTION 6.5 IS IN LIEU OF AND REPLACES ANY
OTHER EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT. IN
NO EVENT SHALL RS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES RESULTING FROM ANY SUCH INFRINGEMENT.
6.6 INDEMNIFICATION BY LICENSEE. Licensee shall at its own expense indemnify,
defend, and hold harmless RS from and against any cost, liability, loss or
expense arising from any actual or alleged infringement by Licensee,
Affiliate or any Permitted Sublicensee, of any patent, trademark,
Roepyright, or other intellectual property right of any third party,
provided that (i) RS gives Licensee immediate notice in writing of any
such suit and permits Licensee, through counsel of its choice, to answer
the charge of infringement and defend such suit; and (ii) RS gives Licensee
all the needed information, assistance, and authority, at Licensee's
expense to enable Licensee to defend such suit. In the case of a final
award of damages in any such suit, Licensee shall pay such award but shall
not be responsible for any settlement made without its prior written
consent. THIS SECTION 6.6 STATES LICENSEE'S TOTAL LIABILITY AND
RESPONSIBILITY, AND RS'S SOLE REMEDY (EXCEPT TO THE EXTENT SET FORTH IN
SECTION 6.4 HEREOF), FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT,
TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE
FERROELECTRIC RF/ID PRODUCTS, OR ANY PART THEREOF. THIS SECTION 6.6 IS IN
LIEU OF AND REPLACES ANY OTHER EXPRESSED, IMPLIED, OR STATUTORY WARRANTY
AGAINST INFRINGEMENT, EXCEPT AS SET FORTH IN SECTION 6.4 HEREOF. IN NO
EVENT SHALL LICENSEE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES RESULTING FROM ANY SUCH INFRINGEMENT.
6.7 INFRINGEMENT BY THIRD PARTY. Upon becoming aware of any material
infringement by a third party of any of the rights covered by this
Agreement, each party shall promptly notify the other party of such
infringement. After receipt of notice of such infringement, RS shall have
the right in its sole discretion, either to (i) assert a claim, action,
lawsuit or legal proceeding on its own behalf and/or on behalf of Licensee
herein, in which case RS shall be entitled to all awards and
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recoveries resulting directly from, and shall be responsible for any and
all costs and expenses arising out of, such claim, action, lawsuit or
proceeding or (ii) determine not to assert any claim, lawsuit, legal
proceeding or action of any kind against the alleged infringer. In
the event that RS elects not to assert any claim, lawsuit, legal
proceeding or action of any kind against the alleged infringer, then
RS shall, if requested by Licensee in writing, permit and authorize
Licensee to assert a claim, action, lawsuit or legal proceeding against
the alleged infringer, in which case Licensee shall be entitled to
any and all awards and recoveries resulting directly from, and shall be
responsible for any and all costs and expenses arising out of, such
claim, action, lawsuit or legal proceeding; provided, however, that in
such event, if at any time after Licensee has commenced any claim,
action, lawsuit or legal proceeding against the alleged infringer, RS
elects to join in such proceeding, then Licensee shall take all actions
necessary to allow RS to formally join in such proceeding and thereafter
RS shall have the right to participate in and direct and control any
such action or proceeding and RS shall be responsible for any and all
further costs and expenses arising after the commencement of RS's
participation in any such claim, action, lawsuit or legal proceeding;
provided further that notwithstanding any intervention by RS in any such
proceeding, Licensee shall be entitled to any and all awards and
recoveries resulting directly from such proceeding after reimbursing RS
for all actual out-of-pocket costs and expenses incurred by RS in
connection with such proceeding. Notwithstanding the foregoing,
Licensee shall be entitled to commence and join in any proceedings to
recover any losses or damage suffered by Licensee on its own account
provided Licensee shall bear all the costs and expenses of so doing.
Notwithstanding anything in this Agreement to the contrary, any
Improvement caused by RJ and/or a Permitted Sublicensee to a
Ferroelectric RF/ID Product which results in a claim, action, lawsuit or
legal proceeding initiated by a third party relating to such
Improvement, shall be the sole responsibility of RJ and/or its Permitted
Sublicense.
ARTICLE VII
CONFIDENTIALITY
7.1 CONFIDENTIALITY. The parties agree with each other to keep strictly
confidential and not without the prior written consent of the other parties
to disclose to any person or entity any information whatever which is part
of or which relates to the Ferroelectric RF/ID Technology and/or the
Products. Each party further agrees to bind in a manner so as to be
legally enforceable to its employees, agents, consultants, advisors and
representatives to such confidentiality including without limitation as to
such disclosures as may be necessary for the parties' performance of their
obligations and enjoyment of their rights under this Agreement, and
otherwise as the relevant other party may consent to in writing.
7.2 MARKING OF DOCUMENTS AND MATERIAL. In furtherance, but not in limitation
of the provisions of Section 7.1, each party shall use its reasonable
endeavors to cause all written materials and other physical documents and
materials of all types relating to or containing information of or about
the Ferroelectric Technology, RF/ID Products to be plainly marked to
indicate the secret,
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proprietary and confidential nature thereof, and to prevent the
unauthorized use or reproduction thereof, directly or indirectly.
7.3 INDEMNIFICATION. Without limitations of any other right, remedy or benefit
accruing to either party under this Agreement or by law, each party shall
indemnify the other party fully for all damages caused by any unauthorized
disclosure or use of any information intended to be kept secret,
confidential and proprietary in accordance with this Article VIII by such
party or its representatives, employees, agents consultants, sublicensees,
etc.
7.4 SURVIVAL. This Article VII shall survive the expiration or earlier
termination of this Agreement and of the Technology License and shall
remain in effect for so long as Licensee is manufacturing, selling or
distributing Ferroelectric RF/ID Products anywhere in the world.
7.5 PUBLIC DOMAIN. The provisions of this Article VII shall not apply to any
information that the party can demonstrate by written evidence was in the
public domain through no unlawful action or omission by such party or
obtained from third parties not bound by law or confidentiality agreements
to maintain the confidentiality thereof.
7.6 OBLIGATIONS TO DISCLOSE. This Article VII shall not prohibit the parties
from disclosing under legally enforceable obligations any information
required to be disclosed to any governmental authorities and shall not
prohibit the parties from disclosing general financial and technical
information in order to obtain funding or other financial advantages from
any authority or institution or corporation, or for the relevant party to
exercise its rights and perform its obligations in respect of the
Technology License or to other wise carry on its business in the ordinary
course. Other than set forth in Section 2.1, nothing contained in this
Section shall entitle Licensee to transfer or assign the Ferroelectric
RF/ID Technology or the License.
ARTICLE VIII
TERMS AND TERMINATION
8.1 EXPIRATION. This Agreement and the Technology License shall remain in full
force and effect from the Effective Date until termination under this
Article. Unless terminated earlier, this Agreement and the Technology
License shall terminate on the date of the expiration of the last to expire
of any effective rights protecting the material part of the Ferroelectric
RF/ID Technology as is relates to the design, development and/or
manufacturing of Products anywhere in Japan, whether by applicable law of
patents, trade secrets, or other equivalent applicable legal protection of
proprietary business know-how and technology.
8.2 TERMINATION FOR BREACH. In the event of a material breach or default by a
party in the performance of its respective duties, obligations or
undertakings set forth in this Agreement, the other party shall have the
right to give written notice to the defaulting party, notifying such party
of the specific breach or default involved and, if within ninety (90) days
after such notice the
- 11 -
default and thereafter prosecute such remedy to completion within a
commercially reasonable time, the aggrieved party shall have the right in
addition to any other right, remedy or benefit it may have under this
Agreement or applicable law, to terminate this Agreement and the Technology
License upon five (5) days written notice to the defaulting party and
effective upon the fifth (5th) day after the giving of such termination
notice, this Agreement and the Technology License shall be terminated with
out any further act or writing whatever.
8.3 TERMINATION BY RS. Notwithstanding any other provision of this Agreement
and in addition to any other right, remedy or benefit RS may have under
this Agreement or applicable law, RS shall have the unconditional right to
terminate this Agreement and the Technology License effective, if:
(a) Licensee fails or refuses to: (i) pay to RS on the date due any
payment provided to be made to RS in accordance with this Agreement;
or (ii) pay to RS within thirty (30) days of written demand after the
due date thereof any royalties due hereunder provided, however,
nothing in this subparagraph shall be construed to relieve Licensee of
its liability to pay to RS royalties on all Ferroelectric RF/ID
Products manufactured by Licensee and sold, leased or otherwise
transferred by Licensee prior to or after the date of such
termination in accordance with this agreement.
(b) At any time Licensee is adjusted by a court of law to be bankrupt or
insolvent, or files petition in bankruptcy or an answer admitting the
material facts recited in such petition if filed by another, or is put
or decides to go into dissolution or liquidation, or otherwise
discontinues its business, makes an assignment for the benefit of its
creditors or enters into any other general arrangement with its
creditors, becomes insolvent, or has a trustee, receiver or custodian
of any kind appointed to administer any substantial amount of its
property, or is placed or enters into any comparable situation under
the laws of any other nation, or any state or province in which its
operations may be conducted, or otherwise seeks to take advantage of
any bankruptcy or insolvency statute now or hereafter in effect in any
such location.
(c) Licensee purports to assign, sublicense or transfer in any way
whatsoever the Technology License in contravention of the provisions
of this Agreement.
(d) Licensee uses or attempts to use the Ferroelectric Technology in the
manufacture, sale, lease, distribution or transfer of any type
whatsoever of a product or application which does not involve or
relate to the Ferroelectric RF/ID Products.
8.4 TERMINATION BY LICENSEE. Notwithstanding any other provision of this
Agreement and in addition to any other right, remedy or benefit Licensee
may have under this Agreement or applicable law, Licensee shall have the
right and option in its sole discretion to terminate this Agreement and
Technology License without payment of any penalty and without incurring any
obligation to pay royalties after the effective date of such termination
if, with respect of Ferroelectric RF/ID Products, any order is made or
given in any proceedings which are
- 12 -
commenced against Licensee or RS having the effect of restraining or
impairing the exercise of the Technology License or any of the Licensee's
material rights under this Agreement.
8.5 EFFECTS OF TERMINATION. Upon termination of this Agreement and the
Technology License for whatever reason:
(a) The rights under the Technology License and all intellectual property
and other rights granted to Licensee under this Agreement shall
immediately revert to, and vest in, RS and absolutely no interest
whatever in any of such rights, in whole or in part shall thereafter
remain in Licensee or any of its subcontractors, agents, employees or
shareholders, Permitted Sublicensee, and/or any person or entity in
any way affiliated with, or related to, Licensee. Accordingly, from
the date of said termination such rights, and any of them, may not,
and they shall not, be exercised in any way, in whole or in part, by
Licensee or any person or entity with whom Licensee shall have entered
into any agreement or understanding relating in any way to the
Technology License or any of the rights granted to Licensee under this
Agreement whether or not such agreement or understanding shall have
been approved by RS unless Licensee has lawfully acquired or is
lawfully able to use such rights.
(b) Except and to the extent that Licensee has lawfully acquired or is
lawfully able to exercise such rights, Licensee, and/or any Permitted
Sublicensee, shall cease forthwith the manufacture, sale and
distribution of the Ferroelectric RF/ID Products under the Technology
License and not use further, except as herein provided, and return to
RS specifications, data sheets, drawings, designs, photographs,
photostats, negatives, undeveloped film, tape recordings and other
electronic records, writing in any language and any other documents or
materials furnished to Licensee or otherwise obtained by Licensee from
RS, including without limitation any and all notes and written or
electronic transcriptions on any part of the Ferroelectric RF/ID
Technology and any and all similar materials in any way, in whole or
in part, based thereof, as well as any and all similar materials which
in any way contain, reflect or relate to any of the Ferroelectric
RF/ID Technology.
(c) Licensee, and any Permitted Sublicensees shall offer in writing to RS
the right to purchase any or all Ferroelectric RF/ID Products which
are unsold at the time of such termination. The price for such goods
to RS shall not be less favorable than the price offered to third
parties. If RS does not accept any such offer within seven (7) days
following receipt then it shall be deemed to have declined same.
8.6 SALE OF INVENTORY. Notwithstanding the provisions of Section 8.5, after
the termination of this Agreement and the Technology License, Licensee
shall be entitled to sell existing inventory of Ferroelectric RF/ID
Products which are in Licensee's possession on the date of such
termination, if any, but only to existing customers of Licensee as of the
date of termination. Royalties shall be payable on any such sales in
accordance with Article II of this Agreement.
- 13 -
8.7 SURVIVAL. Articles V, VI, VII, X and sections 8.5, 8.6, 12.3, 12.5 and
12.10 of this Agreement shall permanently survive any termination or
expiration of this Agreement.
ARTICLE IX-GOVERNMENTAL REQUIREMENTS
9.1 COMPLIANCE WITH LAWS. In performing their respective duties hereunder and
in carrying out their activities under the Technology License, the parties
shall comply with all applicable laws, regulations, procedures, ordinances
and rulings of any government authority having jurisdiction over Licensee,
Permitted Sublicensees, RS, Licensee's or any Permitted Sublicensee's use
of the Technology License, or Licensee's, or any Permitted Sublicensee's,
design manufacture, use, sale, lease or distribution of Ferroelectric RF/ID
Products.
9.2 EXPORTS. Without limitation of any other provision of this Agreement,
neither Licensee nor any Permitted Sublicensee shall, without receiving the
prior authorization of RS and the United States Office of Export
Administration or other appropriate governing body exercising controls over
exports and re-exports of United States goods and technical data, export or
re-export directly or indirectly any technical data included in
Ferroelectric RF/ID Products to any country outside Japan or area forbidden
to such exports under United States law or regulation.
9.3 GOVERNMENTAL APPROVALS. Licensee, and/or any Permitted Sublicensee, shall
be solely responsible for obtaining any necessary approval of this
Agreement by any governmental authorities having jurisdiction over
Licensee's, and/or any Permitted Sublicensee's, activities pursuant to this
Agreement, and to obtain the consent of any governmental authorities to the
remittance of payments under this Agreement in accordance with its terms,
in the event that any such consent should become necessary.
ARTICLE XV
PAYMENTS AND TAXES
10.1 PAYMENTS. Any and all payments of every kind which may be payable by
Licensee as the case may be, under the terms of this Agreement shall be
paid in immediately available funds in United States dollars to RS, or at
such bank as RS may from time to time designate in writing.
- 14 -
ARTICLE XI
MISCELLANEOUS
11.1 SUCCESSORS AND ASSIGNS AND BINDING EFFECT. The rights and benefits of
the parties under this Agreement shad accrue to, and run in favor of, each
party's successors and assigns. The rights and obligations of the parties
under this Agreement shad be binding upon their respective successors and
assigns.
11.2 ASSIGNMENTS. Except as provided in Article IV and notwithstanding the
provisions of Section 12.1, no party shall make or purport to make any
assignment, transfer or conveyance, in whole or in part, of its rights and
obligations under this Agreement without the prior written consent of the
other party such consent not to be unreasonably withheld.
11.3 GOVERNING LAW. This Agreement shall take effect under, be construed and
enforced according to, and be governed by the laws in force in the State of
Colorado, USA, without reference to conflict of laws principles, and
subject to section 12.10, the parties irrevocably submit to the personal
and exclusive jurisdiction and venue of the Colorado state courts.
11.4 SEVERABILITY. The provisions of this Agreement are severable. If any
provision or part of this Agreement shall be held by any court or other
official body of competent jurisdiction to be invalid of unenforceable for
any reason, the remaining provision or parts hereto shall continue to be
given effect and shall bind the parties hereto unless the unenforceability
or illegality has the consequence of substantially altering the respective
rights and obligations of the parties hereto.
11.5 NO PARTNERSHIP OR OTHER RELATIONSHIP CREATED. The parties are not, nor
shall any party hold itself out to be, the partner, agent, joint venture,
employee or independent contractor of the other for any purpose whatever,
nor shall any legal or fiduciary relationship between them, other than as
may be explicitly provided in this Agreement, exist by virtue of this
Agreement. No party shall be or become liable for any representation, act
or omission of the other as a consequence of this Agreement and no party is
authorized to create any such liability on behalf of the other. This
Agreement is not for the benefit of any third party and shall not of itself
be deemed to give any right or remedy to any third party for any purpose
whatever.
11.6 WAIVERS. Any waiver exercised under any provision of this Agreement shall
not be deemed a general waiver with respect to any other provision of this
Agreement, and no failure to exercise and no delay in exercising, any
right, power or privilege hereunder shall operate as a waiver thereof,
except where specified to the contrary herein, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any
other or further exercise thereof or of any other right, power or
privilege. The rights and remedies provided herein are, and shall be
interpreted to be, cumulative and not exclusive of any other rights
provided by law or otherwise.
11.7 NOTICES. All notices permitted or required to be given to the parties of
this Agreement shall be in writing and delivered personally or sent by
certified or registered airmail (return receipt required, postage prepaid),
by air freight (return receipt requested), or by telefax or telex (with
- 15 -
receipt acknowledgment requested) addressed to the respective parties at
its usual and principal place of business. Such notices shall be deemed
to have been effectively given and received on the day of delivery if
delivered personally, or, if by telegram, telecopy, telex, or air
freight, on the next day following the sending of such notice by
telegram, telecopy, telexes or air freight provided that receipt shall
have been acknowledged, and, if mailed, on the seventh (7th) business
day following such mailing.
11.8 ENTIRE AGREEMENT. This Agreement contains the entire and only agreement
of Licensee and RS with respect to the Technology License and supersedes
entirely any and all other agreements either verbal or written between the
parties with respect thereto, and each of Licensee and RS acknowledge that
it has no claims against the other under or arising from any prior
understanding or document. No agreement, statement or promise relating to
the subject matter of this Agreement which is not contained herein shall
be valid or binding.
11.9 CHANGES OR AMENDMENT. Any change, revision, termination or attempted
waiver of any of the provisions contained in this Agreement shall not be
binding unless in writing and signed by the party against whom the same is
sought to be enforced. This Section may only be waived in writing. This
Agreement shall be amended or supplemented only by written instrument duly
executed by or on behalf of the parties hereto, and if and when so
supplemented or amended shall include all such supplements and any
amendments.
11.10 ARBITRATION. Any dispute or claim arising out of or in connection with
this Agreement will be finally settled by binding arbitration in Colorado
under the Rules of Arbitration of the Chamber of Commerce by one
arbitrator appointed in accordance with those rules. The arbitrator will
apply Colorado law to the merits of any dispute or claim, without
reference to conflict of law principles. Judgment of the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof
notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for temporary or preliminary injunctive relief
without breach of this arbitration provision.
11.11 ATTORNEYS' FEES. In the event of any controversy, claim or dispute
between the parties hereto arising out of or relating to this Agreement,
including but not limited to a controversy settled by arbitration, the
prevailing party shall be entitled to recover from the losing party
reasonable expenses, including attorneys' fees and costs.
11.12 FORCE MAJEURE. If the performance by any party of any of its obligations
under this Agreement shall be in any way prevented, interrupted, or
hindered as a result of any force majeure, including, without limitation,
war, civil disturbance, strike or other labor disturbance, lockout,
legislation or restriction of any governmental or other authority, fire,
unavailability of materials or finished goods, delay of carriers or any
other similar circumstances (other than financial difficulties) beyond the
reasonable control of such party, the obligations of the party concerned
shall be wholly or partially suspended during the continuance and to the
extent of such prevention, interruption or hindrance, provided however,
that local commercial unavailability of materials or finished goods shall
not alone constitute force majeure for purposes hereof if such
- 16 -
materials or finished goods are otherwise (even if it is at a higher cost)
available. A party unable to perform timely its obligations under this
Agreement due to any of the foregoing reasons must take all reasonable
steps to remedy its nonperformance or delay its performance with the least
possible delay and by doing whatever may reasonably be done to mitigate
the adverse affect of its nonperformance upon the other party of this
Agreement.
11.13 HEADINGS. The headings of the Sections of this Agreement have been
inserted for convenience or reference only and shall in no way affect the
interpretation of any of the terms or conditions of this Agreement.
11.14 AUTHORIZED SIGNATURES. The parties acknowledge that this Agreement is
subject to the approval of the respective board of directors of each
party, and that upon such approval this Agreement constitutes a legally
binding and enforceable obligation of the respective parties herein.
IN WITNESS WHEREOF, the undersigned parties to this Agreement have executed this
document as of the date and year first above written.
"LICENSOR" "LICENSEE"
Racom Systems, Inc. Racom Japan LTD.
By: /s/ Xxxxxxx X. Xxxxxx By:
--------------------------------- -------------------------------------
Name: Xxxxxxx X. Xxxxxx Name:
------------------------------- -----------------------------------
Title: President Title:
------------------------------ ----------------------------------
- 17 -
MEMORANDUM OF UNDERSTANDING
1. Racom Systems Inc. (RS) shall xxxxx Xxxxx Japan Inc. (RJ) RS "License" and
"Technology"
2. "License" means the right to manufacture one chip IC with FRAM for
contactless IC cards, that is being granted by Ramtron, and all inventions RS
owns and will own.
3. "Technology" means technologies RS owns and will own to design, develop and
manufacture contactless IC card products.
4. License and Technology XX xxxxx to RJ is strictly limited in Japan and
Japanese market.
5. RS shall xxxxx XX sub-license right of License and Technology to Japanese
company (ies) on RJ discretion with RS prior approval.
6. RJ shall pay RS 100 M yen for the grant of License and Technology.
7. RJ shall pay RS 50 % of license fee that Japanese company (ies) pays for
sub-licensing.
8. RS can not xxxxx XX sub-license right of License with including IC sales
right by Japanese licensee (s) until January 1 1999.
Racom Systems Inc. Racom Japan Inc.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxxx Xxxxxxxx
-------------------------- --------------------------
Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxx
President President
March 8 1996 March 8 1996
[LOGO] RACOM SYSTEMS, INC.
0000 Xxxxxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Tel. (000) 000-0000
Fax (000) 000-0000
FACSIMILE LEAD SHEET
TO: XXXXXXXX XXXXXXXX/RACOM JAPAN 011 81 44 952 5416
FROM: Xxxxxxx Xxxxxx
DATE: March 8, 1996
PAGE 1 OF: 2
--------------------------------------------------------------------------------
CONFIDENTIALITY NOTICE
THIS FACSIMILE TRANSMISSION (AND/OR DOCUMENTS ACCOMPANYING IT) MAY CONTAIN
CONFIDENTIAL INFORMATION BELONGING TO THE SENDER. THIS INFORMATION IS
INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED BELOW. IF YOU ARE
NOT THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DISCLOSURE,
COPYING, DISTRIBUTION OR TAKING OF ANY ACTION IN RELIANCE ON THE CONTENTS OF
THIS INFORMATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS
TRANSMISSION IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE TO ARRANGE
FOR RETURN OF THE DOCUMENTS. YOU MAY REACH US AT THE NUMBER ABOVE. THANK YOU
FOR YOUR ASSISTANCE.
--------------------------------------------------------------------------------
Dear Yas-san,
1) Attached is signed M.O.U. Since we must complete this transaction
quickly to meet your needs, I am drafting a Final Agreement, rather than
preliminary, for signature and will fax to you by Thursday, March 15
latest.
2) Xxxx Xxxxxxxxx, Itochu's Denver lawyer, finally did show up for her
second appointment today, after missing her first appointment without
apology or explanation. She spent four hours examining our legal and
financial records and reviewed the Ramtron License in detail. She also
wanted to review our Bull and Rohm agreements which are confidential and
we cannot disclose without their permission. She still has not given us
a copy of her re-draft to the Share Purchase Agreement. She seems
distrustful and opinionated and accused us of hiding information from her.
Frankly, I do not understand her behavior. Please explain the situation
to Itochu and ask how they would like us to proceed.
Best regards,
/s/ Xxxxxxx
Xxxxxxx
XXXXX SYSTEMS, INC.
LIST OF MATERIAL AGREEMENTS
- AGREEMENTS WITH NITETTSU SHOJI/RACOM JAPAN
Technology License Agreement March 22, 1996
Exclusive Distributor Agreement with Racom Japan August 4, 1995
Letter to N/S May 22, 1995
Letter of Intent January 24, 1994
Exclusive Distributor Agreement with Racom Japan (orig.) October 20, 1993
Joint Venture Agreement October 20, 1993
Application for Stock July 8, 1993
- AGREEMENTS WITH BULL CP8
Development & Supply Agreement January 25, 1996
Distribution Agreement (See Sandy's Files)
Letter of Intent September 12, 1994
- AGREEMENTS WITH ROHM CO., LTD.
Letter of Understanding December 11, 1995
Cooperative Agreement for Licensed Manufacturing of
Ferroelectric RFID Products June 21, 1995
Consent and Support Agreement (Ramtron Intl. Corp.) June 27, 1995
Stock Purchase Agreement June 27, 1995
Agreement for Development of HF ASIC w/Microprocessor October 1, 1994
- AGREEMENTS WITH INTAG INTL.
Settlement Agreement DRAFT
Common Stock Subscription Warrant June 14, 1994
Assignment and Security Agreement March 23, 1995
Secured Notes Payable various
- OTHER
Promissory Notes (Concord Services, Inc.) various
Engagement Letters:
Cyber-Card Investors
Meridian Dunhill
Liberty Partners
Xxxx Xxxxxxxx
Holland & Xxxx (Stock Pledge/License)
Holland & Xxxx (Xxxxxx Bankruptcy)
Holland & Xxxx (General)
Letter of Intent - KAPSCH (Distribution/Mfg)
Consulting Agreements:
Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxx XxXxxxxxx
Lease Agreements: Removed
2nd Amendment Lease
Leasehold Improvements
1st Amendment Lease
Original Lease Agreement
Summary of Racom's Major Holdings
Racom's Related Party Accounts
Racom's List of Integrators
Racom's List of Sales Representatives
Racom's List of Distributors
