SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 29th day of December, 0000,
XXXXX:
724 SOLUTIONS INC., a corporation incorporated under
the laws of the Province of Ontario ("724 Solutions")
AND
724 SOLUTIONS INTERNATIONAL SRL, a corporation
incorporated under the laws of the Island of
Barbados, West Indies ("724SRL")
AND
CITICORP STRATEGIC TECHNOLOGY CORPORATION,
a corporation established under the laws of
Delaware ("Citicorp")
BACKGROUND:
1. 724 Solutions Corp. (the "Licensor"), an indirectly wholly-owned
subsidiary of 724 Solutions, and Citicorp have entered into a master
technology license agreement ("Master Agreement") of even date herewith.
2. 724 Solutions or its wholly-owned subsidiary 724 SRL own the 724
Technology. 724 SRL as owner or licensee (from 724 Solutions) of the 724
Technology, has granted the rights to the Licensor to enter into license
arrangements concerning the 724 Technology.
3. As an inducement to Citicorp to enter into, and in consideration of
Citicorp's agreement to enter into, the Master Agreement, 724 Solutions
and 724 SRL, have agreed to support the representations, warranties and
covenants of the Licensor as set forth in the Master Agreement, subject
to the restrictions and limitations therein set forth.
4. All capitalized terms used herein and not otherwise defined have the
meanings ascribed thereto in the Master Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein and other good and valuable consideration (the receipt and sufficiency
which are hereby acknowledged), the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES. 724 Solutions and 724 SRL hereby jointly
and severally represent and warrant to the Citicorp, subject to the
limitations, restrictions according to
Sections 6.2, 6.3 and 6.4 of the Master Agreement, that the
representations of the Licensor as set forth in Section 6.1 of the
Master Agreement are accurate and complete.
2. OBLIGATIONS. Subject to the limitations and restrictions expressly set
forth in the Master Agreement, 724 Solutions and 724 SRL hereby (jointly
and severally) irrevocably and unconditionally guarantee the full and
timely performance by the Licensor of its obligations and covenants
under the Master Agreement, and 724 Solutions and 724 SRL shall each be
jointly and severally bound with the Licensor for the fulfillment of
such obligations and covenants.
3. INDEMNITY. 724 Solutions and 724 SRL hereby jointly and severally
indemnify Citicorp from and against all losses, costs (including,
without limitation, reasonable legal fees) and damages in respect of the
Master Agreement caused by actions or omissions of the Licensor. 724
Solutions and 724 SRL hereby waive any rights to require Citicorp to
proceed against the Licensor or to pursue any other remedy whatsoever
which may be available to Citicorp before proceeding against 724
Solutions or 724 SRL. 724 Solutions and 724 SRL shall not be discharged
or released from this guarantee or indemnity by any arrangement made
between the Licensor and Citicorp or by any alteration or waiver of the
obligations of the Licensor, whether or not the consent of 724 Solutions
and/or 724 SRL to such arrangement, alteration or waiver is obtained.
4. CORPORATE AUTHORITY. 724 Solutions and 724 SRL each represent and
warrants to Citicorp that it has corporate authority and that all
proceedings have been taken by it to make the above commitments and
execution and delivery of this Support Agreement by it legal and valid
and to constitute this agreement a binding obligation of 724 Solutions
or 724 SRL (as the case may be) enforceable against it against its terms.
5. GENERAL.
(a) No party may assign its rights under this Agreement without the
prior written consent of the others.
(b) This Agreement may be executed and delivered to several
counterparts.
(c) This Agreement shall be governed by the laws of the province of
Ontario, and the parties hereby attorn to the jurisdiction of
the courts of the province of Ontario.
IN WITNESS WHEREOF the persons below have executed this
agreement on the date first written above.
724 SOLUTIONS INC.
Per: /s/ Xxxxxxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxxxxxx Xxxxxxxx
Title: President
724 SOLUTIONS INTERNATIONAL SRL
Per: /s/ Xxxxxxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxxxxxx Xxxxxxxx
Title: President
CITICORP STRATEGIC TECHNOLOGY
CORPORATION
Per: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
