Exhibit 10.14
AGREEMENT NO. PA-020125
ISECURETRAC(TM) CORP.
0000 Xxxxx 000xx Xxxxxx
Xxxxx, XX 00000
PREFERRED DISTRIBUTOR AGREEMENT
THIS AGREEMENT effective this 18th day of February 2002, by and between
iSecureTrac(TM), and Veridian Information Solutions, Inc., a California
corporation, having its principal offices at 00000 Xxxxxxxxx Xxxxx. Xxxxxxx XX
00000-0000 ("DISTRIBUTOR").
iSecureTrac has designed and developed and manufactures the iTracker(TM)
mobile tracking device utilizing GPS and advanced communications technologies to
enable accurate tracking and real time or scheduled mapping of individuals,
mobile equipment and transportation vehicles.
DISTRIBUTOR is capable of monitoring the movement of iTracker units and
desires to purchase from iSecureTrac, from time to time, iTracker units and
associated products on the terms and conditions described in this Agreement for
resale, lease or other distribution to its customers in the criminal justice
marketplace ("Target Market").
NOW THEREFORE, iSecureTrac and DISTRIBUTOR agree as follows:
1.0 DEFINITIONS
1.1 "Products" shall mean iTracker and other specific Products purchased
under this Agreement or any substitutes therefore, as more fully
described on Attachment 1 hereto.
1.2 "Services" shall mean the Product support services provided by
iSecureTrac to DISTRIBUTOR, including, but not limited to, training,
extended warranty service and product repair services, as more fully
described on Attachment 2 hereto.
1.3 "End-User" shall mean a user of Products or products similar thereto
within the Target Market.
1.4 This Agreement consists of the terms and conditions stated herein and
in the Attachments which are incorporated herein by reference and
consist of:
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1.4.1 Attachment 1: Schedule of Purchased Products
1.4.2 Attachment 2: Support Services
2.0 PURCHASER AND RESELLER
2.1 PRODUCT PURCHASES. DISTRIBUTOR may purchase from iSecureTrac the
Products listed on Attachment 1 at the prices indicated thereon,
2.2 RESELLER AUTHORIZATION. iSecureTrac hereby specifically authorizes
DISTRIBUTOR to resell, lease, rent or otherwise distribute Products to
End-Users. The parties believe that each can better penetrate the
Target Market under the relationship established by this Agreement and
that sharply focused and concentrated marketing efforts are needed to
respond to the intense interbrand competition that the parties'
respective products face from other suppliers and to thus gain
penetration in the Target Market.
2.3 PURCHASE ORDERS. Products shall be ordered for delivery through the
execution of applicable purchase orders which shall refer to this
Agreement and state quantity, Product identification numbers and/or
Product name, unit price, point of delivery, delivery dates,
accessories to be shipped with the Products, delivery instructions and
any other special information and shall refer to this Agreement by
agreement number.
2.4 PRICING. Products are priced as published by iSecureTrac from time to
time and are subject to change without notice. However, such price
changes shall not effect pricing listed on any outstanding purchase
orders. The total purchase price of all Products ordered on any single
purchase order is subject to the appropriate volume discount listed on
Attachment 1.
2.5 INCONSISTENCIES IN P.O. TERMS. In the event of any inconsistencies
between the terms of this Agreement and any terms contained on any
purchase order delivered to ISECURETRAC hereunder, the terms of this
Agreement shall govern and take priority.
2.6 LICENSE. iTracker contains firmware developed and owned by
iSecureTrac. A limited, non-exclusive, transferable license is hereby
granted to DISTRIBUTOR, in perpetuity, for use of said software on the
specific iTracker device in which said software was placed, and for no
other. iSecureTrac shall retain all rights to said software. The
license granted herein shall be deemed to be in effect upon delivery
of each iTracker.
2.7 INDEPENDENT CONTRACTORS. Neither the above nor any other part of this
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Agreement shall be construed as agency, legal representation,
partnership, joint venture, or any other relationship between the
parties other than being separate entities which remain independent
contractors.
2.8 DISTRIBUTOR REPRESENTATION. DISTRIBUTOR hereby represents that it is
capable or will obtain the capability to provide 7x24 monitoring of
the movement of any and all specific iTracker units sold to
DISTRIBUTOR under this Agreement and that, furthermore, it has the
capability to support End-Users in their use of the Products through
training and other services which ensure optimum Product usage.
2.9 NON-CIRCUMVENTION. This Agreement is not exclusive for either party.
However, iSecureTrac agrees that it shall not offer or sell Products
and other similar products directly to DISTRIBUTOR's customers
identified on any purchase orders submitted by DISTRIBUTOR to
iSecureTrac under this Agreement.
3.0 PRODUCT SUBSTITUTION
3.1 NOTIFICATION. iSecureTrac shall use its best efforts to notify
DISTRIBUTOR of plans and intentions to modify form, fit or function of
production Products, for which DISTRIBUTOR has a purchase order
outstanding at the time, as soon as such plans have been finalized by
iSecureTrac.
3.2 SUBSTITUTION. iSecureTrac may develop and manufacture new versions of
the Products purchased hereunder and substitute the same for Products
specified in outstanding DISTRIBUTOR purchase orders at no additional
increase in price to Distributor, provided that, as mutually agreed
between DISTRIBUTOR and iSecureTrac, the reliability, functionality
and efficiency of such substitutions equals or exceeds that of the
Products being replaced.
3.3 DISCONTINUANCE. In the event that iSecureTrac intends to discontinue
the manufacturing of specific types of Products, without substitution,
it shall notify DISTRIBUTOR thereof in a sufficient timely manner to
allow DISTRIBUTOR to procure similar products elsewhere, if desired.
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4.0 SHIPMENT
4.1 CARRIER. iSecureTrac shall select the method of shipment and the
carrier, consistent with the nature of the Products and the hazards of
transportation, upon receiving DISTRIBUTOR's purchase order.
4.2 F.O.B. All deliveries of Products made pursuant to this Agreement
shall be made F.O.B. destination.
4.3 DELIVERY ADDRESS. iSecureTrac shall ship Products to the address
specified by DISTRIBUTOR on the purchase order. If DISTRIBUTOR fails
to specify a destination for delivery, iSecureTrac shall deliver the
Products to DISTRIBUTOR's address listed on this Agreement.
4.4 CONFIRMED DELIVERY DATE. DISTRIBUTOR will use its best efforts to
place purchase orders with iSecureTrac at least 90 days prior to
delivery dates. Upon receipt of applicable purchase orders,
iSecureTrac shall promptly confirm the delivery date thereon, or
arrange for a mutually agreeable alternative delivery date ("Confirmed
Delivery Date"). If iSecureTrac does not confirm any delivery date
within fifteen (15) calendar days of receipt of the applicable
purchase order, the delivery date thereon shall be deemed the
Confirmed Delivery Date.
4.5 TRANSFER OF TITLE AND RISK OF LOSS. Title to Products shall pass to
DISTRIBUTOR, and all risk of loss, damage or destruction of Products
shall be assumed by DISTRIBUTOR at destination.
4.6 SHIPPING DELAY. iSecureTrac shall ship Products in a sufficiently
timely manner as to meet Confirmed Delivery Dates. In the event
iSecureTrac fails to ship Products as specified in DISTRIBUTOR's
purchase orders within fifteen calendar (15) days after the Confirmed
Delivery Date for reasons other than force majeure, DISTRIBUTOR may
cancel such shipment without penalty. However, in the event the
DISTRIBUTOR's Agreement with the End User contains a liquidated
damages provision for failure to meet delivery on a date(s) certain,
which shall also be specified in the purchase order(s) issued by the
DISTRIBUTOR hereunder, iSecureTrac agrees that it shall reimburse
DISTRIBUTOR for the End User assessment based on DISTRIBUTOR's notice
to iSecureTrac under Article 11.0, damages for which payment shall be
net 30. iSectureTrac agrees that its failure to meet the conditions in
the aforementioned notice shall result in set-off (s) by the
DISTRIBUTOR for amounts owed by DISTRIBUTOR to iSecureTrac.
Notwithstanding the above, iSecureTrac reserves the right to refuse to
accept any purchase orders containing a liquidated damages provision
and to suspend shipments in the event DISTRIBUTOR has not paid overdue
invoices to iSecureTrac (I.E. invoices more than 30 days old).
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4.7 CANCELLATION. DISTRIBUTOR may cancel part or all of any purchase order
without penalty, provided that such cancellation is received by
iSecureTrac more than ninety (90) days prior to the Confirmed Delivery
Date for the applicable shipment. If iSecureTrac receives such
cancellation order within ninety days of the Confirmed Delivery Date,
iSecureTrac may charge DISTRIBUTOR cancellation fees, consisting of a
percentage of the price of the Products cancelled, in accordance with
the following schedule:
Cancellation Received by iSecureTrac Cancellation Fee
------------------------------------ ----------------
60 to 90 days before Confirmed Delivery Date 15% of price
30 to 59 days before Confirmed Delivery Date 25% of price
0 to 29 days before Confirmed Delivery Date 50% of price
4.8 RESCHEDULING. DISTRIBUTOR may, once for each shipment ordered from
iSecureTrac, reschedule shipments of all or any portion of any firm
purchase order at any time without penalty or charge up to the time
period prior to the Confirmed Delivery Date as specified by
iSecureTrac when it issues its Confirmed Delivery Date for each
purchase order. After such time period has expired, iSecureTrac
reserves the right to charge DISTRIBUTOR a delay-in-shipment fee of
1.5% of the order price, , per month starting on the Confirmed
Delivery Date. If DISTRIBUTOR reschedules any shipment, or part
thereof, to a date more than six calendar months from the Confirmed
Delivery Date, iSecureTrac may treat such requested delay-in-shipment
as a cancellation, subject to the penalty provisions of Section 4.7
above.
5.0 CHARGES AND PAYMENTS
5.1 INVOICES. iSecureTrac shall render invoices for delivered Products
upon or after shipment. All charges shall be set forth in U.S.
dollars. Invoices shall be due and payable net 30 days from the
invoice date. Amounts not paid by the due date may be subject to a
1.5% monthly interest charge.
5.2 TAXES. Product prices are exclusive of all taxes however designated.
DISTRIBUTOR shall be responsible for the payment of all applicable
sales and/or use taxes.
5.3 SHIPPING CHARGES. The cost of shipping Products, including applicable
insurance, shall be invoiced to DISTRIBUTOR.
5.4 SECURITY INTEREST. iSecureTrac reserves, and DISTRIBUTOR grants to
iSecureTrac, a purchase money security interest in each Product sold
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hereunder, securing payment of all and any amounts owed by DISTRIBUTOR
to iSecureTrac. This security interest shall be deemed released upon
full payment of any such amounts.
6.0 WARRANTY
6.1 PRODUCT WARRANTY. Each Product purchased hereunder is warranted by
iSecureTrac to be free from defects in materials and/or workmanship
under normal and proper use for a period of one (1) year following its
date of delivery.
6.2 REMEDY. iSecureTrac's obligation under this warranty is limited to
repairing or replacing, at iSecureTrac's sole option, free of charge,
F.O.B. at iSecureTrac's designated facility, any Product which fails
within the one year warranty period.
6.3 PROCEDURE. DISTRIBUTOR will obtain a return authorization from
iSecureTrac prior to returning any defective Product. DISTRIBUTOR will
provide iSecureTrac with a written description of the claimed defect.
6.4 EXPEDITED REPLACEMENT. iSecureTrac will use its best efforts to ship
Products, repaired or replaced under this warranty, back to
DISTRIBUTOR at such address specified by DISTRIBUTOR, within the
fastest time practicable.
6.5 LIMITATIONS. The foregoing warranty will not apply if the Product
fails to function due to abuse, misuse, accident, neglect,
unauthorized repair, or causes other than ordinary use after delivery.
THE ISECURETRAC WARRANTY STATED ABOVE IS GIVEN IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
7.0 PATENT INDEMNIFICATION
7.1 SCOPE. iSecureTrac will indemnify and hold DISTRIBUTOR harmless
against any expense or loss resulting from any and all claims that the
Products or any part thereof infringe upon any United States or
Canadian or PCT registered patent, copyright, trademark or other
proprietary right. iSecureTrac agrees to defend any suit or proceeding
brought against DISTRIBUTOR which is based on such claim.
7.2 CONDITIONS. The above stated indemnity is subject to the following
conditions:
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(a) DISTRIBUTOR must promptly notify iSecureTrac in writing of any
claim of infringement and provide iSecureTrac, at its request and
at iSecureTrac's expense, with the assistance, information and
cooperation necessary to defend against any such claim or
litigation;
(b) DISTRIBUTOR must not make any admissions without iSecureTrac's
consent and must grant iSecureTrac sole authority to defend or
settle such claim;
(c) Any costs incurred or recovered in such litigation or negotiation
shall accrue to iSecureTrac's account; and
(d) If a preliminary injunction or final judgment is entered against
DISTRIBUTOR's use or operation of any Product because of any
alleged infringement, or if in iSecureTrac's opinion such an
injunction or judgment is likely, then iSecureTrac, at its own
expense and option shall (i) modify or replace the Product so
that it becomes non-infringing while providing equivalent
performance, reliability and efficiency; or (ii) procure for
DISTRIBUTOR the right to continue to use and resell Products; or
(iii) in the event iSecureTrac has been unable to achieve such
procurement or modifications despite its best efforts, to refund
to DISTRIBUTOR the price DISTRIBUTOR paid for such Product or
Products less such amount determined to be a depreciation to fair
market value by standard accounting practices, excepting amounts
owed DISTRIBUTOR under Article 4.6.
8.0 LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER DISTRIBUTOR OR ISECURETRAC BE LIABLE FOR (i)
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (ii) ANY DAMAGES
RESULTING FROM LOSS OF DATA, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS,
LOSS OF PROFITS, REVENUES OR USE ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED
HEREUNDER, REGARDLESS OF WHETHER DISTRIBUTOR OR ISECURETRAC, AS APPLICABLE, HAS
BEEN NOTIFIED IN ADVANCE OF SUCH DAMAGES. IN NO EVENT WILL ISECURETRAC'S
LIABILITY TO DISTRIBUTOR FOR ANY DAMAGES IN CONTRACT OR TORT EXCEED THE TOTAL
AMOUNT PAID BY THE DISTRIBUTOR FOR THE PARTICULAR PRODUCT OR SERVICE THAT CAUSES
SAID DAMAGES. THE REMEDIES PROVIDED FOR IN THIS AGREEMENT ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR BOTH PARTIES.
ISECURETRAC SPECIFICALLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR
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THE USE OF ANY SPECIFIC iTRACKER DEVICE OR THE ACTS OR OMISSIONS OF ANYONE
WEARING AN iTRACKER DEVICE OR THE COMMUNICATION OR LOSS OF COMMUNICATION WITH
ANY SUCH DEVICE OR ANY LOSS OF THE ISECURETRAC APPLICATION's ABILITY TO TRACK OR
CONTINUE TO TRACK SUCH ITRACKER DEVICE.
DISTRIBUTOR hereby acknowledges that it understands that continuous tracking of
iTracker units is highly dependent on continuous availability of GPS satellites,
availability of cellular communications and other factors outside of the control
of iSecureTrac. iSECURETRAC DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE
OPERATION OF GPS SATELLITES OR COMMUNICATIONS SYSTEMS USED TO COMMUNICATE WITH
ITS iTRACKER DEVICES.
9.0 GOOD TITLE
iSecureTrac hereby warrants that it has good title to all Products shipped
to DISTRIBUTOR on the date of shipment. All Products shipped to DISTRIBUTOR
shall be free and clear from all liens, encumbrances and charges which
iSecureTrac may incur. Should iSecureTrac ship any Products to DISTRIBUTOR which
are subject to any liens, encumbrances or claims by third parties, iSecureTrac
shall promptly notify DISTRIBUTOR of actual and prospective claims in writing
and indemnify and hold DISTRIBUTOR harmless from all liability, cost and expense
which may result from such liens and claims. DISTRIBUTOR may, at its sole
discretion, pay and discharge any valid liens and claims against delivered
Products and set off the amount of such payments against any sums due
iSecureTrac hereunder.
10.0 SUPPORT SERVICES
iSecureTrac shall provide DISTRIBUTOR with the services described in
Attachment 2 hereto, at the rates listed, upon DISTRIBUTOR's submission of a
purchase order for such services.
11.0 NOTICES
Any notices required to be given hereunder will be given in writing and
sent to the other party, postage or transmission cost prepaid and properly
addressed, at the address indicated below:
To iSecureTrac:
iSecureTrac Corporation
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0000 Xxxxx 000xx Xxxxxx
Xxxxx, XX 00000
Attn: Veridian Account Manager
To DISTRIBUTOR:
Veridian Information Solutions, Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attn: Xx. Xxxx Xxxxx and copy to Xx. Xxxxx Xxxxxxx
Notices shall be deemed given when delivered in person or received via
registered mail or acknowledged facsimile transmission.
12.0 INFORMATION RELEASES
Except as may be required by law or the rules or regulations of the
Securities and Exchange Commission, prior to the disclosure or dissemination of
any publication, notice or press release by either party regarding the subject
matter of this Agreement, written consent must be obtained from the other party
as to content, means and timing of publication.
13.0 TERM AND TERMINATION
13.1 TERM. The term of this Agreement shall be for two (2) years from the
effective date written above provided that no firm purchase orders
hereunder are outstanding at such time. This Agreement shall
automatically be extended for an additional one year term upon the
anniversary date of the initial term or any extension thereof, unless
either party terminates the Agreement, for any reason, upon 90 days
written notice to the other party. If such cancellation notice is
given and firm purchase orders hereunder are outstanding at the date
of cancellation of this Agreement, this Agreement shall continue in
effect until all Products specified in such purchase orders have been
shipped to DISTRIBUTOR hereunder.
13.2 CONTRACT TERMINATION. Either party may terminate this Agreement at any
time upon the occurrence of:
(a). The other party liquidates or ceases to conduct business in the
normal course, or makes a general assignment of assets for the benefit
of creditors.
(b). The other party is in default of any of its obligations under
this Agreement, and such default is not cured within thirty (30) days
from the date on which it was notified in writing of such default,
unless subsequently waived in writing. For purposes of this paragraph,
the term "default of
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obligations" shall include, on the part of DISTRIBUTOR, a breach of
its representation described in paragraph 2.6.
14.0 ARBITRATION
14.1 AGREEMENT TO ARBITRATE DISPUTES. DISTRIBUTOR and iSecureTrac hereby
agree to arbitrate any controversy or claim arising out of or relating
to this Agreement, or breach thereof, in accordance with the following
provisions:
(a). Disputes shall be heard and determined by a single arbitrator
pursuant to the applicable Rules of Practice and Procedure of The
Private Adjudication Center, Inc. (an affiliate of the Duke University
School of Law) in effect at the time the demand for arbitration is
filed.
(b). The location of the arbitration shall be the Center's facilities
at the Duke Law School, Durham, North Carolina.
(c). The decision of the arbitrator shall be final and binding.
(d). Judgment to enforce the decision or award of the arbitrator may
be entered in any court of competent jurisdiction in
Nebraska or any
other State.
(e). Service of process in connection with a demand for arbitration
shall be made by certified mail.
14.2 JUSTICIABLE ISSUES. In any judicial proceeding to enforce this
Agreement to arbitrate, the only issues to be determined shall be the
existence of this Agreement to arbitrate and the failure of one party
to comply with that Agreement, and those issues shall be determined
summarily by the court without a jury. All other issues shall be
decided by the arbitrator. There may be no appeal of an order
completing arbitration except as part of an appeal concerning
confirmation of the decision of the arbitrator.
14.3 ACKNOWLEDGEMENT OF APPLICABLE FEDERAL LAW. The parties acknowledge
that this contract involves interstate commerce and that the
provisions of the Federal Arbitration Act, presently codified as 9
U.S.C. Section 1 ET SEQ. apply to these provisions.
15.0 MISCELLANEOUS
15.1 FORCE MAJEURE. Neither party shall be liable for failure or delay in
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performance of its obligations under this Agreement due to events of
force majeure including, but not limited to strikes, wars,
revolutions, fires, floods, explosions, earthquakes, other acts of
God, government regulations or other causes beyond its control.
15.2 AMENDMENT. This Agreement may not be changed, amended or modified
except by a writing executed by the parties hereto. Terms and
conditions, whether printed or written, stated in any purchase order,
acknowledgement, confirmation or invoice pursuant hereto shall be of
no force or effect to the extent such terms would modify, add to or
are inconsistent with the terms and conditions described in this
Agreement.
15.3 CAPTIONS. The captions contained herein are for convenience of
reference only and shall not affect or be construed to affect the
meaning or the terms of this Agreement.
15.4 BINDING AGREEMENT. This Agreement shall inure to the benefit of and
binding upon the parties hereto and their respective successors and
assigns.
15.5 ENTIRE AGREEMENT. This Agreement and attachments hereto represent the
entire agreement and understanding between the parties concerning the
subject matter described herein. Any other agreements or
understandings between the parties concerning the subject matter
described herein, whether oral or written, shall be of no force and
effect. Specifically, the parties hereto agree that the Previous
Agreement between them is hereby terminated.
15.6 SEVERABILITY. If any provision of this Agreement shall be invalid or
unenforceable under the law of the jurisdiction applicable to this
Agreement, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement, but the rights and
obligations of the parties shall be construed as if the Agreement did
not contain the unenforceable provision or provisions.
15.7 WAIVER. No delay or failure by either party to exercise or enforce at
any time any right or provision of this Agreement shall be considered
a waiver thereof or of such party's right thereafter to exercise or
enforce each and every right and provision of this Agreement. In order
for a waiver to be valid, it shall be in writing, signed by the
waiving party, but need not be supported by consideration.
15.8 ASSIGNMENT. Neither party hereto shall have the right to assign this
Agreement or any obligations or rights hereunder to any third party
without the prior written consent of the other party. Any attempt to
make said
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assignment without the written permission of the other party shall be
void.
15.9 RECRUITING. For a minimum period of two (2) years from the date of
this Agreement, neither party may solicit for hire or hire any officer
or other employee of the other party with whom the first party comes
into contact with as a result of this agreement, except with the
express prior written permission of the other party; provided,
however, that (a) the term solicit shall not include general
employment advertising, and (b) the foregoing will not prevent either
party from employing any person who contacts that party on his or her
own initiative.
15.10 APPLICABLE LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of
Nebraska.
16.0 CONFIDENTIALITY
SERVICE PROVIDER and iSecureTrac have executed a Joint Non-Disclosure
Agreement dated 6 September 2001, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by this reference.
IN WITNESS WHEREOF, DISTRIBUTOR and ISECURETRAC have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
SEE ATTACHMENTS
ISECURETRAC
By: /s/ Xxxxx X. Xxxxx
-------------------------
President
DISTRIBUTOR
By: /s/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx
Sr. Contracts Manager
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AGREEMENT NO. PA-020125
ATTACHMENT 1
SINGLE PRODUCT PRICING
Product ID Product Description Unit Price
---------- ------------------- ----------
iT2100nc iTracker 2100 personal tracking unit
with scheduled mapping capability
with associated iST transmitter bracelet $1,895.00
iT2100nco iTracker 2100 personal tracking unit
with scheduled mapping capability
WITHOUT associated iST transmitter bracelet $1,850.00
DISCOUNT SCHEDULE
APPLIES TO ALL ORDERS TO BE DELIVERED WITHIN 12 MONTHS OF THE ORDER DATE.
Discounts apply only to the to the total prices of all Products listed on the
purchase order, and not service orders or other charges. Discounts are not
earned if delivery is not made within 12 months of the order date. Unearned
discounts may be billed to DISTRIBUTOR at such time and DISTRIBUTOR agrees to
pay such unearned discounts within 30 days of receipt of invoice.
Total Product Order Amount Eligible Product Discount
-------------------------- -------------------------
$1 - $50,000 0%
$50,001 - $100,000 2%
$100,001 - $500,000 4%
$500,001 - $1,000,000 6%
$1,000,001 - $2,000,000 10%
$2,000,001 - $3,000,000 15%
$3,000,001 - $4,000,000 20%
$4,000,000+ 25%
Veridian Information Services
iSecureTrac Corp.
("DISTRIBUTOR")
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------- --------------------------
Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxx
----------------------- ------------------------
Title: Sr. Contracts Manager Title: President
---------------------- -----------------------
Date: 2/25/02 Date: 2/19/02
----------------------- ------------------------
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AGREEMENT NO. PA-020125
ATTACHMENT 2
SUPPORT SERVICES
Service Description Fee
------- ----------- ---
TRAINING On-site training with DISTRIBUTOR designated personnel (up to 8
persons per session), covering installation of Bracelets,
Personal Tracking Units, monitoring, Establishing limiting
parameters per iTracker unit, Mapping and Reporting $1,000/day
iSecureTrac will also invoice DISTRIBUTOR for reasonable travel expenses, which have been
pre-approved by DISTRIBUTOR , incurred by iSecureTrac personnel in providing on-site training,
including transportation, lodging and meals. Prior to scheduling on-site training, iSecureTrac will
submit a training itinerary agenda for DISTRIBUTOR's approval.
----------------------------------------------------------------------------------------------------
NON-WARRANTY Products are repaired by iSecureTrac on a time
REPAIR SERVICE and materials basis. Hourly labor charge: $40.00
Handling charge for each Product: $10.00
----------------------------------------------------------------------------------------------------
HOSTING Hosting DISTRIBUTOR's monitoring of each iTracker,
SERVICES electronically registered and activated as described in
iSecureTrac's Hosting Services Agreement, at the per unit
fee listed therein. Unless specifically precluded by
DISTRIBUTOR, iSecureTrac shall register each iTracker unit
upon shipment.
Hosting registration fee, per iTracker unit: $15.00
----------------------------------------------------------------------------------------------------
Veridian Information Services
iSecureTrac Corp.
("DISTRIBUTOR")
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------- --------------------------
Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxx
----------------------- ------------------------
Title: Sr. Contracts Manager Title: President
---------------------- -----------------------
Date: 2/25/02 Date: 2/19/02
----------------------- ------------------------
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