Exhibit 10.8
Dated ______________05/27/99
(1) GULF DTH PRODUCTION
(2) OMNIVISION MAROC SARL
------------------------------
AMENDING AGREEMENT
------------------------------
Xxxxxx Xxxx
Five Xxxxxxxx Xxxx
Xxxxxxxx'x Xxx
Xxxxxx XX0X 0XX
Fax: 0000-000-0000
Tel: 0000-000-0000
THIS AGREEMENT is made on May 27, 1999-10-27
BETWEEN
(1) GULF DTH PRODUCITON of Xxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx WIN
ODS ("Gulf") and
(2) OMNIVISION MAROC SARL, of 31 Avenue Tarik Ibn Ziad, Rabat, Morocco, (the
"Dealer")
SUPPLEMENTAL to a Distribution Agreement between Gulf and the Dealer dated
January 14, 1999 (the "Agreement")
RECITAL
Gulf and the Dealer have agreed to amend the terms of the Agreement as set out
in this Amending Agreement.
TERMS
1. INTERPRETATION
1.1. In this Amending Agreement capitalised words and expressions
shall, unless otherwise stated, have the same meaning as in the
Agreement.
1.2. References in the Amending Agreement to clauses, sub-clauses and
schedules shall, unless otherwise specified, be references to
clauses, sub-clauses and schedules of the Agreement.
2. AMENDMENTS TO THE AGREMENT
2.1. Clause 1
2.1.1. The following definition shall be inserted after the definition
for "Smart Card":
"SOREAD Agreement" shall mean the Agreement entered into between
the Dealer and SOREAD dated April 28, 1999.
2.1.2. The definition of "Annual Churn" shall be deleted and replaced
with the following:
"Annual Churn" (expressed as a percentage) shall in each year mean
the total number of paying/non-promotional subscriptions to the
Programme Packages in the Territory that either (a) expired during
that year and were not renewed within two months from the date of
such expiration, or (b) were terminated or otherwise discontinued
in that year, divided by the total number of
paying/non-promotional subscriptions to the Programme Packages in
the Territory which were in force on the final day of that year"
2.2. Clause 2.1
Clause 2.1 shall be deleted and replaced with the following:
"Gulf hereby appoints the Dealer as the Exclusive distributor fo
the Programme Packages in the Territory, and the Dealer accepts
such appointment to market, sell and distribute within the
Territory (as defined in Schedule Two) and during the Term the
Products listed in the attached Schedule One. Gulf and the Dealer
agree that the Dealer's appointment shall be exclusive throughout
the Territory during the term subject to the provisions of Clause
13.4 below:"
2.3. Clause 2.3
Clause 2.3 shall be deleted in its entirety.
2.4. Clause 6.13
A new Clause 6.13 will be inserted as follows:
"The Dealer warrants and represents that it has entered into the SOREAD
Agreement for a term of no less that three years from April 28, 1999 and
that the SOREAD Agreement provides for the Programme Packages to be
marketed and distributed throughout the Territory."
2.5. Clause 6.14
A new Clause 6.14 will be inserted as follows:
2
"The Dealer undertakes that it will within seven days from the date
hereof provide Gulf with such written proof as Gulf shall require that
the Dealer has entered into the SOREAD Agreement and That the SOREAD
Agreement complies with Clause 6.13 and 13.4."
2.6. Clause 7.1
The following language shall be inserted at the end of Clause 7.1:
"Gulf agrees that it shall consult as soon as possible but in any event
no later that thirty days before making decreases of more than 10% to the
subscription prices applicable under the then current Schedule Eight and
before offering any promotion of greater than two free months on the DTH
Subscription."
2.7. Clause 13.4
A new Clause 13.4 shall be inserted as follows:
"If Gulf is of the opinion that at any time during the Term the Dealer is
not using its best endeavours to achieve maximum sales of the Programme
Packages Gulf shall be entitled in its sole discretion to send written
notification to the Dealer removing the exclusivity of the appointment of
the Dealer pursuant to Clause 2.1 of the Agreement. Accordingly, the
appointment of the Dealer under Clause 2.1 of the Agreement shall become
non-exclusive on the expiration of thirty days from the date of Gulf's
notice unless the Dealer finalises a sales strategy designed to maximise
sales of the Programme Packages which has been approved by Gulf in
writing prior to the expiry of that 30 day period PROVIDED THAT if any
such sales strategy approved by Gulf is not complied with by the Dealer,
Gulf shall be entitled to send written notification to the Dealer
terminating the exclusivity of the appointment of the Dealer under Clause
2.1 of the Agreement with immediate effect. The Dealer will ensure that
the SOREAD Agreement complies with the provisions specified above, in
that, in the event that the exclusivity of the Dealer is terminated by
Gulf for whatever reason, the appointment of SOREAD pursuant to the
SOREAD Agreement will simultaneously cease to be exclusive."
2.8. Schedule Six
2.8.1. The first six lines of schedule Six for the Words "Based on Gulf
subscription price." to "price less applicable taxes or fees"
shall be deleted and replaced with the following:
"With effect from January 1, 1999, Gulf shall pay the Dealer a
sales commission on new subscriptions sold by the Dealer in the
Territory ("New Subscriptions") which shall be a percentage of the
Gulf subscription price based on the following numbers of New
Subscriptions sold in each year
--------------------------------------------------------------------------------
1-1,999 New Subscriptions sold 10% of the subscription price
in the relevant year (less applicable year taxes or
fees) of all New Subscriptions
sold in the relevant year; OR
--------------------------------------------------------------------------------
2,000 or more New Subscriptions 11% of the subscription price
sold in the relevant year (less applicable relevant year
taxes or fees) of all New
Subscriptions sold in the
relevant year.
--------------------------------------------------------------------------------
For these purposes, the first year shall begin on January 1, 1999
and end on May 31, 2000 and each subsequent year shall begin on
June 1 (commencing with June 1, 2000) and end on May 31."
2.8.2. The sentence which reads "Such first year commissions shall begin
on January 1, 1999 and end on March 31, 1999" shall be and hereby
deleted in its entirety.
3. RELATIONSHIP WITH THE AGREEMENT
Subject to the foregoing amendments, the Agreement shall continue in full
force and effect.
SIGNED by
Duly authorized and
On behalf of XXXXX XXXXXXXX
GULF DTH PRODUCTION
3
SIGNED by
Duly authorized and
On behalf of XXXXXXXX XXX
OMNIVISION MAROC SARL
4
