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EXHIBIT 10.27
B1 TRADEMARK LICENSE AND KNOW-HOW CONTRACT
BETWEEN
Deutsche Telekom AG,
D-53105 Bonn
- hereinafter referred to as the Licensor -
AND
SCM MICROSYSTEMS GmbH
D-85276 Pfaffenhofen
- hereinafter referred to as the Licensee -
CONCERNING
the use of the trademark and know-how
"B1 TECHNOLOGY"
[logo] B1 TECHNOLOGY
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I. PREAMBLE
1. In the course of its research and development activity, the Licensor has
developed the intelligent ship card interface "B1" and related know-how
(hereinafter referred to as "contract know-how"). In this connection,
the Licensor has established the title "B1" in the market as a statement
concerning standards and quality and has the "B1-TECHNOLOGY" logo
(hereinafter referred to as the "trademark"), concerning which an
application has been made with the German Patent Office for registration
as a trademark (reference number of the DPA [German Patent Office] 395
51 647.1, 395 51 649.8, 396 00 838.0).
2. The Licensee is interested in using the trademark, related know-how and
B1 standardization information held by the Licensor for the Licensee's
development of PCMCIA card reader.
II. DEFINITIONS
1. THE CONTRACT COMPONENTS SHALL BE THE FOLLOWING:
> The Telesec B1 controller software B1 KLC v4.0 in the source
code,
> the Telesec B1 driver software B1 KLT v4.0 in the source code for
the MS-DOS operating system and the MS-WINDOWS 3.xx user
interface,
> the Telesec B1 programmer handbook (B0/B1 HTSI); contained
therein is a description of the interfaces
- B1pc between the card access device B1 and the host (PC),
- B1api of the B1 driver in the host (PC) to application
programs,
- B1icc between the card access device B1 and the chip card
(ICC),
> the description of layers one and two of the B1pc interface,
> the "B1-TECHNOLOGY" trademark in the form described in point III.
Section 9.
2. THE FOLLOWING SHALL BE INCLUDED IN CONTRACT KNOW-HOW:
> the contract component "B1 KLC" (Source Code) and "B1 KLT"
(Source Code) defined under point II.1 of this contract, their
comments--including oral comments--as well as the technical
ideas, principles and methods contained therein.
> the contract component "Telesec B1 programmer handbook" defined
under point II.1 of this contract, its comments--including oral
comments--as well as the technical ideas, principles and methods
contained therein.
This technical knowledge is secret and substantial, fundamentally
usable and of interest to the Licensee.
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"Secret" shall mean that the contract know-how, either in its entirety
or in the precise structure and composition of its components, is not
generally known or easily accessible, such that part of its value lies
in the head start which the Licensee will gain if it is communicated to
the Licensee. The term "secret" shall not be limited to the narrow
meaning, according to which each individual component of the contract
know-how must be completely unknown or may not be available outside of
the operation of the Licensor.
The contract know-how is "substantial" because it consists of
information which is important for the entirety or a significant portion
a) of a manufacturing process, b) a product or service or c) for the
development thereof and excludes everyday information. This information
is useful, i.e., at the time of the conclusion of the contract, it is
expected with regard to said information that it will help, for example,
to advance into a new market or provide the Licensee with a competitive
advantage vis-a-vis other manufacturers or service providers which have
no access to the secret disseminated information or other comparable
secret information.
3. USE SHALL MEAN:
Permitted use (use, sale, rent, lease, or marketing) of B1 components of
any type, including for in-house use by the Licensee, unless the
Licensee proves that neither the contract components nor parts thereof
nor the licensed know-how (including services in connection with the
interface maintenance) were used.
4. NET SALES PRICE SHALL BE:
the price which the Licensee has charged its customer, less packaging,
freight and insurance, as well as taxes and other fees associated with
the sale (commissions are not deductible). In the case of use in the
in-house needs of the Licensee, the respective cost price shall
constitute the net sales price.
III. CONTRACT CONTENT
SECTION 1 SUBJECT MATTER OF THE CONTRACT
(1) For the duration of the contract, the Licensor shall grant the
Licensee the non-exclusive and geographically unrestricted right to use the
contract component and the contract know-how in accordance with the following
terms, either personally or through the American SCM corporation SCM
Microsystems Inc. In the case of use by the aforementioned American SCM
corporation, the Licensee shall be liable to the Licensor with regard to
compliance with all obligations arising from this contract.
(2) When this contract is signed by both contracting parties, the
contract shall take effect and the Licensee shall be permitted to use the
contract components. Following the conclusion of the contract, the contracting
parties shall define by mutual agreement the form in which the contract
components shall be delivered.
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SECTION 2 SCOPE OF USE
(1) The Licensee shall have the following use rights with respect to the
contract components:
> the right to use the Telesec B1 controller software or portions
thereof without restriction for its own development of PCMCIA
card readers (modification, integration, further development,
etc., but not dissemination in the source code),
> the right to use the Telesec B1 driver software or portions
thereof without restriction for its own development of PCMCIA
card reader (modification, integration, further development,
etc., but not the dissemination in the source code),
> the right to use the Telesec B1 programmer handbook (B0/B1 HTSI)
in all of the Licensee's own development, duplicate said handbook
or cause the duplication thereof (in the form in which it was
given for use) or make it available to the purchasers of B1
components in a form which discourages additional copying (for
example on "DO NOT COPY" paper) (the Licensee shall have the same
right for the acquisition of potential purchasers). Overall
authority over the interface shall remain without exception with
the Licensor;Section3 paragraph 3 shall be observed.
> the right to use the trademark "B1-Technology" in accordance
with the conditions defined in Section 9,
> the right to use the description of the layers one and two of the
interface B1pc, duplicate said description or cause the
duplication thereof (in the form in which it was given for use)
or make it available to the purchasers of B1 components in a form
which discourages additional copying (for example on [original in
English] "DO NOT COPY" paper) (the Licensee shall have the same
right for the acquisition of potential purchasers). Overall
authority over the interface shall remain without exception with
the Licensor; Section 3 paragraph 3 shall be observed.
(2) The list set forth in paragraph 1 is exhaustive. Further use rights
shall require a separate agreement. The Licensee shall specifically not be
entitled to grant sub-licenses to an extent beyond that defined in Section 9
paragraph 1.
SECTION 3 CONSULTING AND INFORMATION SERVICES BY THE LICENSOR
(1) If the Licensor needs instructive oral explanations in the case of
substantial problems with respect to the contract components which it has been
permitted to use by the Licensor, the Licensor shall provide such explanations
to a reasonable extent for a reasonable introduction period.
(2) The Licensor shall inform the Licensee early and in an appropriate
manner concerning B1 standardization efforts and expected changes in the B1
interface descriptions.
(3) At regular intervals, the Licensor shall invite the Licensee to
standardization discussions of the B1 licensees. If the Licensee makes proposals
for the modification, supplementation or further development of the B1
interfaces at such discussions, the Licensor shall examine them and, if
appropriate, cause them to be introduced into the standardization discussion.
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If the Licensee wishes to memorialize modifications, supplements or further
developments of the B1 interfaces in writing and make them available to third
parties before they are taken into consideration by the Licensor, the Licensee
shall only be permitted to do so in the form of its own documentation which
unmistakably points out that the modification, supplementation or further
development of the B1 interfaces is its own and has not yet been cleared by the
Licensor; mixture with the B1 interface descriptions of the Licensor shall not
be permissible.
(4) Additional consulting or information shall be provided by the
Licensor only in connection with separate consulting contracts.
SECTION 4 PROTECTION OF THE CONTRACT COMPONENTS AND CONTRACT KNOW-HOW,
CONFIDENTIALITY
(1) Subject to the use rights granted pursuant to Section 2, the
Licensor hereby reserves all rights to the information, contract know-how and
contract components (including potential copyrights and the right to apply for
patents and other industrial property rights) communicated during the term of
the contract. Beyond the licensed trademark, the Licensor shall have no duty to
apply for industrial property rights (Section 10).
(2) The contracting parties shall be obligated to maintain
confidentiality with respect to all information exchanged or to be exchanged
before and during the term of this contract, to the extent that such information
can be ascertained from the contract component and is not fundamentally free
under the provisions of this contract or has been designated as secret by the
contracting parties. This shall also apply to knowledge concerning principles,
working methods, manufacturing, new developments and improvements acquired in
connection with this contract. To the extent that they are not already required
to do so on the basis of their employment contract, employees of the contracting
party shall be obligated to maintain confidentiality.
(3) The restrictions set forth in paragraph 2 shall not apply to
information
> which can be documented to have been in the rightful possession
of the recipient contracting party prior to the conclusion of the
contract,
> which became available to the general public on the basis of the
publications by third parties without any actions on the part of
the recipient contracting party,
> which a contracting party is required to communicate to
governmental authorities or other third parties pursuant to legal
provisions (in such a case, prompt notice to the other
contracting party shall be provided),
> which was legally made accessible to the recipient contracting
party by a third party which is subject to no duty of
confidentiality vis-a-vis the conveying contracting party in this
connection,
> which can be documented to have been worked out independently by
the recipient contracting party.
(4) The foregoing obligations shall remain in effect following the end
of the contract of the term for a period of three years.
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SECTION 5 LICENSE PAYMENTS
(1) For the use of the rights which are the subject matter of the
contract, the Licensee shall pay the Licensor a license fee of [ * ] per use,
but not to exceed [ * ].
(2) The basis of calculation for the license fee shall be the net
sales price.
(3) The Licensee shall give the Licensor semiannual license fee
settlement statements in duplicate in a form recommended by the Licensor and
acceptable to the Licensee. The statements shall include at least the type,
quantity and sales price of the licensed components and the license fees. The
settlement statement shall be given within 30 days after March 31 and September
30 of each year.
(4) All payments which are to be made by the Licensee pursuant to this
contract shall be remitted to the "booking office of the Telekom," into the
account at Postbank Frankfurt/Main, account no. 76700-607, bank wire no. 500 100
60, in German marks--net without deduction of taxes or charges, which shall be
borne by the Licensee--within 14 days after the settlement closing dates named
in paragraph (3); the purpose of the use TSECE22AO4A shall be indicated. License
fees which are denominated in currencies of other countries shall be converted
into German marks at the listed exchange rate most favorable to the Licensee at
the Bundesbank in Frankfurt on the date on which the payment is due. The
Licensee may only offset against claims which are undisputed or established by
final judicial adjudication.
(5) If the license fees paid to the Licensor by the Licensee do not
exceed [ * ] per half year in two successive half years, the contracting
parties shall have the right to terminate the contract without notice. The
contracting parties may exercise this right no earlier than 6/1/98.
(6) In the event of late payment, penalty interest in the amount of 4%
above the prevailing re-discount rate shall be due.
(7) A disclosure of information given to the Licensee by third parties
shall have no effect on the payment obligations of the Licensee and specifically
shall not result in an obligation to repay already paid license fees.
(8) For the delivery of B1 components to the Licensor, the Licensee
shall be released from the obligation to pay license fees. The average license
fee paid for the B1 components in question in the half year preceding the
delivery shall serve for purposes of the calculation according to paragraph 5
(right of termination in the event of failure). To the extent that the Licensor
requests B1 components from the Licensee, the Licensee shall be obligated to
grant the most favorable terms and conditions to the Licensor for B1 components
which have been granted to other customers to date.
SECTION 6 BOOKKEEPING DUTY
(1) The Licensee is in agreement that the Licensor may hire a certified
public accountant independent of the two contracting parties to audit the
license fee settlement statements presented to the Licensor. The Licensee shall
make it possible for such certified public accountant to inspect the relevant
books and documents of the Licensee to the extent necessary for such an audit;
books and documents shall be maintained by the Licensee and held ready for
inspection for a period of six years, with the exception of those years for
which audits have been performed and a settlement has been achieved to the
satisfaction of the Licensor. All information which the Licensor obtains as a
result of such audit shall be treated confidentially.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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(2) The Licensor shall bear the expense of the audit. The Licensee shall
bear the expense of the audit if errors are detected which increase the current
license fee payment by more than 5% above the obligation reported by the
Licensee of for two successive calendar quarters.
SECTION 7 MAINTENANCE, GUARANTEE AND LIABILITY
(1) The Licensee is aware that the use of the B1-KLC and B1-KLT software
(each in the source code) shall serve exclusively to provide the Licensee with a
rapidly available basis for continued developments, improvements etc. in this
connection. The Licensee knows that this software was developed by the Licensor
for system integration (i.e., further processing) and has not been checked for
absolute liability in all application environments and therefore cannot be taken
over and used by the Licensee untested. Instead, the Licensee shall have the
duty to personally check these contract components prior to any use (which is
not provided by this contract) to determine freedom from errors and suitability
for a specific application environment. For the stated reasons, the Licensor
shall neither maintain the software nor assume a guarantee therefor. However, if
the Licensor becomes aware of errors or defects in the B1-KLC and B1-KLT
software, it shall promptly inform the Licensee.
(2) The Licensor shall guarantee neither the marketability nor the
economic exploitability of the trademark, know-how or interface information.
(3) No guarantee is assumed that the use of the license does not
infringe upon proprietary rights or copyrights of third parties or that it
causes no damage to third parties. This shall not apply in cases in which the
Licensor is aware of contrary rights or damage of third parties or is unaware
thereof as a result of gross negligence. At this time, the Licensor is aware of
no third-party rights which are in opposition to the intended use by the
Licensee. If the Licensor becomes aware of rights of the aforementioned type,
the Licensor shall promptly notify the Licensee.
(4) Liability between the parties is hereby barred for compensation of
damages--regardless of the legal ground--specifically arising from default,
impossibility, Verschulden bei Vertragasabschluss,1 positive breaches of
contract and tortious activity, except in cases of mandatory liability involving
intentional conduct, gross negligence or absense of promised characteristics. In
such cases, mutual liability between the contracting parties for personal injury
and property damage shall be limited to one million German marks and, for other
direct damages, shall be limited to the amount which corresponds to the license
payments which are to be made by the Licensee under this contract (not including
VAT) in the year prior to the damage event. The Licensor shall not be liable for
the lack of economic result, indirect damages, consequential damages or atypical
or unforeseeable damages resulting from defects in the contract components or
any consulting which is provided, or for the fact that the contract components
and contract know-how are free from rights of third parties beyond the assurance
pursuant to paragraph 3.
SECTION 8 ADVERTISING RIGHT
The contracting parties shall be entitled to refer to the other
contracting party as a license partner in a non-damaging manner. This shall also
apply to written publications.
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1 Verschulden bei Vertragsabschluss, or culpa in contrahendo (lit.:
"fault at the time of concluding the contract"). A German legal doctrine which
holds that once a negotiation has been undertaken there is an obligation implied
in law to negotiate in good faith. See Culpa in Contrahendo, Bargaining in Good
Faith, and Freedom of Contract: A Comparative Study (1964) 77 Harv.L.Rev. 401
(Xxxxxxx & Fine).--Trans.
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SECTION 9 USE OF THE TRADEMARK, QUALITY CONTROL, PRODUCT LIABILITY
(1) The Licensee shall have the right (but not the duty) to place the
trademark in any quantity on B1 components for use with PCMCIA card readers and
media related thereto (prospectuses, advertising, etc.) in an appropriate and
non-harmful manner; paragraphs 4 and 5 shall be observed.
If the Licensee produces B1 components as a supplier and the supplied B1
components, as part of an overall system of the principal, are no longer remain
visible to the observer to an extent sufficient for application of the trademark
(printed circuit board, for example), the Licensee shall have the right to
permit the principal to apply the trademark in relation to the supplied
components. The Licensee shall be responsible for the principal's compliance
with the provisions of this contract relating to the trademark.
(2) The trademark shall be used exclusively in the layout presented
below. Reductions or enlargements permissible pursuant to paragraph one may only
be carried out proportionally.
[Graphic] B1 TECHNOLOGY
Since it is not possible to rule out color deviations in the manner of printing
selected for this contract, the colors are described as follows:
"B" Border color, black (Euro scale: 100% black; Pantone:
black 6 U 2 X; RAL: 9011 graphite black)
Fill-color xxxx (Euro scale: 47% black, Pantone: Cool
Xxxx 7 U; RAL; 7045 Tele xxxx 1)
"1" Border color, black (Euro scale: 100% black; Pantone:
black 6 U 2 X; RAL: 9011 graphite black)
Fill color, white (Pantone: 9060 C; RAL; 9010 white)
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"TECHNOLOGY" No border
Fill color, black (Euro scale: 100% black; Pantone:
black 6 U 2 X; RAL: 9011 graphite black)
SURFACE No border
Fill-color magenta (Euro scale: magenta; Pantone;
Rhodamine red U; RAL; 4010 Tele magenta)
(3) To the extent necessary, the border and fill colors may be adapted
to the material colors. This shall require the written consent of the Licensor.
Consent may not and shall not be refused in an unreasonable manner.
(4) A successful check of the respective B1 components in accordance
with the requirements of the effective B1 specification shall be an
indispensable prerequisite for use of the trademark. The respective effective B1
specification shall be made available to the Licensee at no charge. Each receipt
of a new B1 specification shall be deemed to constitute a revocation and
replacement of the preceding specifications.
For purposes of testing, the Licensee shall contact an auditor for IT
[information media] security named by the Licensor and follow the test office's
test requirements.
The Licensee is in agreement with the fact that, in individual instances, the
Licensor will request test reports from the Licensee for control purposes for
the B1 components in question. The Licensee shall present them promptly at its
own expense.
(5) The Licensee shall be required to ensure that the Licensee's
function as a manufacturer of the B1 components is made clear in an appropriate
manner on the components and is not concealed by the trademark. If the Licensor
is nevertheless confronted with claims by third parties arising from product
liability, the Licensee shall hold the Licensor harmless with respect to such
claims This shall also apply if joint liability does not exist between the
contracting parties.
SECTION 10 APPLICATION, MAINTENANCE AND DEFENSE
(1) The Licensor is informed of the fact that, at the time of the
conclusion of the contract, an application had been made for registration of the
trademark with the German Patent Office, but registration had not yet taken
place. However, the contracting parties are in agreement that market conditions
in existence at the time of the conclusion of the contract justify the risk of
non-registration. The Licensor shall make all efforts which are necessary for a
successful registration. If these efforts definitively fail and no registration
takes place, the provisions of paragraph 4 shall apply mutatis mutandis.
(2) The Licensor shall inform the Licensee appropriately if the Licensor
acquires proprietary rights to the trademark in countries other than the Federal
Republic of Germany. Such an expansion of the proprietary rights shall not
result in an increase in license fees.
(3) To the extent that proprietary rights to the trademark have been
granted, the Licensor shall ensure their maintenance. The Licensor shall bear
the expense thereof.
(4) If the licensed trademark is declared void in whole or in part by
final legal adjudication in one country, the validity of the contract shall not
be affected thereby, as long as a proprietary right to the trademark exists in
at least one other country or the co-licensed know-how is still secret at that
point in time; the Licensor shall bear the burden of proof in this regard. No
adjustment of the license fees shall take place.
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(5) The contracting parties shall inform one another of all
contractually relevant infringements by third parties. Neither parties shall be
obligated to proceed against infringers. If a contracting party wishes to
proceed judicially against infringers, the other party shall support in such a
proceeding. If necessary, the Licensor shall provide the Licensee with all
necessary powers of attorney and authorizations. If the Licensee proceeds
judicially against an infringer, the Licensor shall receive 25% of the proceeds
after deduction of the costs which Licensee incurs on the basis of a legally
final decision. Otherwise, the contracting parties shall bear their own
expenses.
(6) If the Licensee is sued by third parties for infringement of
proprietary rights arising from the use of the contract components or the
contract know-how, the Licensee shall notify the Licensor promptly. The Licensor
shall be obligated to provide the Licensee with information and documents for
the defense against such accusations, to the extent that the Licensor is able to
do so without violating obligations to third parties and is able to protect its
own confidentiality interests. The Licensor shall be entitled to join in any
legal dispute. Each contracting party shall bear the expense incurred in the
prosecution of such a legal dispute.
SECTION 11 FURTHER DEVELOPMENTS OF THE B1 DRIVER SOFTWARE
(1) The Licensee shall notify the Licensor concerning further
developments of the B1 driver software and make them available to the Licensor
at no charge for free and unrestricted use in connection with its own
applications.
(2) The Licensee shall assume no guarantee for the further developments
which are given for use; Section 7 shall apply mutatis mutandis.
SECTION 12 CONTRACT TERM, TERMINATION
(1) The contract shall run for an indefinite term and may be terminated
by registered mail upon notice of 6 months effective at the end of the year.
Other termination possibilities provided in this contract shall remain
unaffected.
(2) The contractual relationship may be terminated by either contracting
party for good cause without compliance with a notice period. Such termination
may only be effected within two weeks after secured receipt of knowledge of a
ground justifying termination and shall specifically be possible for one of the
following--non-exclusive--grounds:
> in the event of violation by the other contracting party of one
of the substantial contractual duties of this contract and futile
expiration of a period of 10 days following warning by the other
party,
> in the case of application for the opening of bankruptcy or
composition proceedings concerning the assets of the other party
or in the case of a suspension of payments,
> in the case of substantial changes in the control over the other
contracting party, excluding changes in the Licensor as a result
of the postal structure,
> in the event of failure within the meaning of and in accordance
with Section5 paragraph 5.
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SECTION 13 RIGHTS AFTER TERMINATION OF CONTRACT
(1) All rights of the licensee to use the contract components and
contract know-how shall end when the contract ends. This shall apply to the
contract know-how only to the extent that, and as long as, it is still secret;
the Licensor shall bear the burden of proof in this regard.
(2) Following the end of the contract, the Licensee shall be obligated
to return all contract components with the exception of the interface
descriptions.
(3) If, prior to termination, the licensee has entered into obligations
which remain in effect beyond the end of the contract, the Licensee shall
definitively satisfy them at the next possible point in time. In such cases, the
end of the contract within the meaning of paragraph 1 shall be replaced by the
end of the obligation. New obligations may no longer be entered into following
the receipt of termination notice,.
(4) Paragraphs 1 through 3 shall apply mutatis mutandis to further
developments given for use in accordance with Section 11.
SECTION 14 MISCELLANEOUS
(1) If individual provisions of this contract are invalid, the validity
of the remaining provisions of the contract shall not be affected thereby. The
invalid provisions shall be replaced by a provision which comes as close as
possible to the economic goal of the invalid provision; the same shall apply in
the case of a loophole. However, the contract shall be invalid in its entirety
if adherence thereto would represent an unreasonable hardship for a contracting
party, even taking into account the modifications provided pursuant to sentence
2.
(2) Other contractual relationships between the parties shall remain
unaffected and shall not be modified by this contract.
(3) In the course of use, the Licensee shall be obligated to observe any
export provisions.
(4) No collateral agreements were concluded. Modifications of and
addenda to this contract shall be designated as such, must be in writing and
shall be binding as soon as they are signed by the contracting parties. All
collateral agreements shall be valid only if they have been confirmed in
writing. This written form reservation may only be rescinded by an agreement
drafted in writing and signed by both contracting parties.
(5) It is hereby stipulated that the Munich I State Court shall have
jurisdiction over all disputes arising from this contract. The applicable law
shall be the law of the Federal Republic of Germany.
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(6) Contact persons for all questions as well as for all service of
process and communications shall be:
Licensor Deutsche Telekom AG
PZ Telesec
Xxxx Xxxxxx
Untere Xxxxxxxxxxxxxxxx 00
00000 Xxxxxxx
Tel.: (0000) 000-0000
Fax: (0000) 000-0000
Licensee SCM MICROSYSTEMS GmbH
Xxxxx Xxxxx
Xxxxxxxxxxxxxxx 0
00000 Xxxxxxxxxxxx
Tel.: (08441) 896-0
Fax: (08441) 82884
Bonn, 7/7/96 Pfaffenhofen, 9/4/96
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Deutsche Telekom AG, SCM MICROSYSTEMS GmbH
[signature] [signature] [signature] [signature]
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(legally valid signatures) (legally valid signatures)
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MODIFICATION AGREEMENT
TO THE
B1 TRADEMARK LICENSE AND KNOW-HOW CONTRACT
- hereinafter referred to as the "BASIC AGREEMENT" -
BETWEEN
Deutsche Telekom AG,
D-53105 Bonn
- hereinafter referred to as the Licensor -
AND
SCM MICROSYSTEMS GmbH
D-85276 Pfaffenhofen
- hereinafter referred to as the Licensee -
[logo] B1 TECHNOLOGY
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SECTION 1 CONTRACT TERM, TERMINATION
Section 12 Paragraph 1 of the basic agreement is hereby amended and now
provides as follows:
The contract shall run for an indefinite term and may be terminated by
registered mail upon notice of 6 months effective at the end of the
year, but not earlier than the end of 1998. Other termination
possibilities provided in this contract shall remain unaffected.
SECTION 2 MISCELLANEOUS
This addendum agreement shall become valid when signed by both
contracting parties and shall become a direct component of the basic
agreement, whose provisions shall continue to apply to the extent not
otherwise expressly provided in this addendum agreement.
Bonn, 8/29/96 Pfaffenhofen, 9/4/96
--------------- ---------------
Deutsche Telekom AG, SCM MICROSYSTEMS GmbH
[signature] [signature] [signature] [signature]
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(legally valid signatures) (legally valid signatures)
