EXHIBIT 10.14
September 15, 1998
OfficeMax, Inc.
P. O. Xxx 000000
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxxx Xxxxxx
Divisional Vice President
RE: Installation and Marketing Agreement dated October 16, 1996 between
OfficeMax, Inc., and U-Ship, Inc. (the "Agreement")
Ladies and Gentlemen:
The purpose of this letter is to set forth the mutual agreements and covenants
of OfficeMax and U-Ship with respect to the termination of the Agreement.
1. OfficeMax and U-Ship hereby agree that effective as of the date of this
letter agreement, the Agreement is hereby terminated and shall be of no
further force and effect, except for (i) those provisions in the
Agreement, including without limitation paragraph 18, that expressly state
that the provision shall survive termination of the Agreement, and (ii)
paragraphs 7 (except for the grant of license, which license is hereby
terminated) and 9, which the parties agree shall remain in full force and
effect.
2. U-Ship shall pay OfficeMax all commissions earned up to and including the
date of the removal of the last ASC hereunder. OfficeMax shall pay U-Ship
all amounts due to U-Ship for collections made by OfficeMax for cash
payments by ASC users earned up to and including the date of the removal
of the last ASC hereunder.
3. Within ninety (90) days of the date of this letter agreement, U-Ship
shall, at its sole expense, disassemble and remove each automated shipping
center ("ASC") from each OfficeMax location as shown on Exhibit A attached
hereto and incorporated herein by reference. Such removal shall be at such
times and in such sequence as U-Ship shall determine in cooperation with
OfficeMax, during normal business hours with minimal disruption to the
business of OfficeMax. OfficeMax personnel shall reasonably cooperate with
U-Ship to allow the
expeditious removal of the ASCs by U-Ship personnel or agents by providing
direction and access to the ASC location and suggesting an appropriate
path of removal. Each ASC shall remain in operation pending U-Ship's
removal of same, provided that U-Ship shall have no obligation to repair
any ASC which is damaged or inoperative pending such removal.
4. Within five business days following the removal of the last ASC by U-Ship,
OfficeMax shall pay U-Ship $22,400.
5. OfficeMax shall return to U-Ship all confidential information or
proprietary information in the possession of OfficeMax, including without
limitation software, computer discs, operating manuals, marketing
materials, specifications or the like. Notwithstanding anything contained
in this Agreement to the contrary, whether expressed or implied (i)
OfficeMax shall not disclose to any person or use any confidential or
proprietary information of U-Ship, and (ii) OfficeMax agrees that it has
no right, title or interest in, no license to, and no right to use any of
U-Ship's copyrights, trademarks, servicemarks, patents or proprietary
rights or property of any kind, including without limitation the "U-SHIP
Software" as that term is defined in the Agreement, all of which OfficeMax
agrees belong exclusively to U-Ship. OfficeMax agrees that it will not use
any such property in contravention of the restrictions of paragraph 7 of
the Agreement, which restrictions shall survive the termination of the
Agreement.
6. To the extent provided in section 16 of the Agreement, OfficeMax agrees
that it shall keep the ASCs insured against damage (with U-Ship as an
additional insured under such insurance policy) until their removal by
U-Ship hereunder.
7. Except for their obligations hereunder which shall survive termination of
the Agreement, and effective upon the removal of the last ASC hereunder,
each party hereby releases and forever discharges the other party from all
claims, demands, actions and causes of action, damages, costs, attorneys'
fees, payments and expenses of every kind, nature or description that it
may have with respect to the Agreement.
8. The validity, performance and enforcement of this letter agreement shall
be governed by the laws of the State of Ohio.
9. This letter agreement constitutes the entire agreement of OfficeMax and
U-Ship and supersedes all other understandings, written or oral, with
respect to the subject matter hereof.
Please confirm your agreement with the foregoing by signing in the space
provided below.
Very truly yours,
U-Ship, Inc.
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
CFO and COO
The foregoing is hereby accepted and agreed to:
OfficeMax, Inc.
By /s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
Divisional Vice President, CopyMax Product
