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ROBOCOM SYSTEMS INC.
AUTOMATION & COMPUTER SYSTEMS ENGINEERING
511 OCEAN AVENUE, MASSAPEQUA, NEW YORK 00000 (000) 000-0000 Fax (000) 000-0000
Mr. Xxxx Xxxxxxxx
QED Information Systems
0000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Let this letter serve as a pro tem non-exclusive agreement between Robocom
Systems Inc., of Massapequa, NY, (RSI) and QED Information Systems of San Diego,
CA (QED).
License Grant
During the term of this agreement, RSI grants to QED a non-exclusive right to
sublicense to End Users copies of RSI's software products (RIMS).
Territory
QED is responsible for sales and marketing efforts in the state of California.
This is no way precludes the sale of RIMS elsewhere.
Term
This agreement shall remain in force until all fees are shared as stipulated
with respect to the sale of a RIMS license to New England Power Company; or a
formal agreement is accepted between both parties, whichever occurs first.
Trade Secrets
QED acknowledges that RSI has advised it that the Software and related
documentation are valuable proprietary information and trades secrets of RSI and
that QED is to treat such information confidentially. A non-disclosure agreement
is attached.
RSI Obligations
RSI shall:
1. Provide all maintenance to New England Power under separate contract
2. Provide sales and technical support to QED in order QED to successfully
compete for this business.
3. Warrant the product will work substantially as described in all applicable
RSI published documentation
QED Obligations
QED shall:
1. Warrants that it has expertise, knowledge and experience in the proposed
work to be done.
2. Apply its best efforts to win the contract available for New England
Power's warehouse management needs.
3. Follow RSI's pricing policies and present RSI's capabilities and services
in an accurate manner.
Fees and Payment
For the purposes of paying QED for its efforts in relation to the licensing of
RIMS to New England Power, RSI shall pay QED 30% of the cost of the license fee.
Payment shall be made within fifteen days of RSI being in receipt of payment
from New England Power.
Cancellation
This agreement shall remain in force unless canceled for due cause by either
party. Due cause shall include but not be limited to: legal action taken against
either party dealing with insolvency, bankruptcy or suspension of payment; a
receiver is appointed over the assets of either party; QED enters into a deed of
arrangement; QED ceases to function as a going concern; or QED knowingly
misrepresents the capabilities, functions or features of RIMS.
Agreed to on the date below:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx (Xxxx) Xxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxxx
Director of Sales
and Marketing
Date: Date: 7/28/96
