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EXHIBIT 10.25
FRAMEWORK CONTRACT
concerning the creation/conversion of software products for Siemens Nixdorf
Informationssysteme AG
between
Siemens Nixdorf Informationssysteme AG
[Region] GE TELECOM, 64347 Griesheim, Im Leuschnerpark 3 -
hereinafter referred to as SNI -
and
SCM Microsysteme GmbH, 85276 Pfaffenhofen
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- Contractor -
1. SUBJECT MATTER OF THE CONTRACT
1.1 SNI shall be entitled, but not obligated, to give the Contractor orders
concerning the creation of programs, program specifications or studies
or concerning the conversion of programs.
1.2 Contract subject matters, delivery deadlines, prices and other details
shall be agreed upon in each of the individual contracts. Otherwise, the
following provisions shall apply.
2. COLLABORATION BETWEEN THE CONTRACTING PARTIES
2.1 SNI shall provide the Contractor with the information necessary to
perform the individual contracts. If the Contractor does not believe
that the information is adequate, it shall communicate this promptly.
2.2 The Contractor shall do the following for SNI at any time upon request:
- report in writing concerning the status of work on the subject matter
of the contract, - indicate the computer time used, - provide access to
its records concerning the work on the subject matter of the contract, -
facilitate an exchange of ideas with its employees on the subject matter
of the contract at a place to be agreed upon.
2.3 In its work on the subject matter of the contract, the Contractor shall
attempt to utilize the state of the art in science and technology to
achieve the best possible result. The Contractor shall follow the
instructions of SNI in connection with the contract. However, SNI shall
not be entitled to give instruction directly to employees of the
Contractor.
2.4 Each contracting party shall identify for the other a knowledgeable
employee who can provide necessary information concerning the
implementation of this contract and either make or initiate decisions.
2.5 If the individual contract is to be viewed as an indirect public
contract, SNI shall notify the Contractor in writing at the time of the
conclusion of the contract. In such a case, the Contractor shall subject
itself to the provisions of
NOTE:
Language indicated as being shown by strike out in the typeset document, or
manually struck-through, is enclosed in brackets " [ " and " ] " in the
electronic format.
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public price law (VO PR [Price Law Regulations] 30/53) and the price
audit.
[3. COMPUTER TIME *)
3.1 SNI shall provide the Contractor with computer time to the extent
stipulated in the individual contract on an appropriate data processing
facility for testing the subject matter of the contract.
3.2 Required computer times shall be agreed upon with SNI in writing as
early as possible.]
*) Not applicable if no computer time is required
*) Not applicable if no computer time is required
H37-D4744-N31 Framework contract conc. creation/conv. of software products for
SNI A'090 9 90 507
NOTE:
Language indicated as being shown by strike out in the typeset document, or
manually struck-through, is enclosed in brackets " [ " and " ] " in the
electronic format.
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4. RIGHTS TO THE SUBJECT MATTER OF THE CONTRACT
4.1 When created and in their respective state of processing, the subject
matter of the contract and the appurtenant records shall be the property
of SNI. The Contractor shall retain the records for SNI until their
delivery. SNI shall hold the exclusive transferrable right to modify the
subject matter of the contract and the appurtenant records as well as to
use them or publish or exploit them in a form which it has processed.
4.2 In contracts with its employees, the Contractor shall ensure that the
rights set forth in section 4.1 are held exclusively and without
chronological limitation by SNI and are not affected by an end to the
contracts between the Contractor and its employees. The Contractor shall
impose an obligation in accordance with sentence 1 upon other third
parties participating in the implementation.
5. ACCEPTANCE, GUARANTEE
5.1 After all records belonging to the subject matter of the contract have
been properly delivered to SNI, SNI shall perform the acceptance test
for the subject matter of the contract. If defects are detected, the
Contractor shall promptly remedy them at no charge and make the subject
matter of the contract available once again for acceptance. SNI shall
then perform the acceptance test again.
5.2 The Contractor shall announce the making available of the subject matter
of the contract for acceptance in writing no later than one week in
advance. If, after it is made available, SNI does not accept the subject
matter of the contract for a reason other than a defect, the subject
matter of the contract shall be deemed to be accepted two months after
being made available for acceptance.
5.3 Defects complained of in writing by SNI within a guaranteed period of 12
months following acceptance of the subject matter of the contract shall
be remedied promptly at no charge by the Contractor.
5.4 If defects in the subject matter of the contract are attributable to
circumstances for which SNI is responsible, the Contractor shall remedy
them at SNI's request at reasonable prices and terms to be agreed upon.
6. COMPENSATION
6.1 The stipulated compensation shall constitute settlement of all services
to be rendered by the Contractor.
6.2 If compensation on a time basis is agreed upon, the proof of performance
shall be provided on the basis of records which the Contractor shall
coordinate with SNI in each instance in advance.
6.3 The Contractor's travel and lodging expenses shall be refunded if
employees of the Contractor take trips for reasons for which the
Contractor is not responsible and at the express request of SNI or if
the computer time stated in section 3.1 of the contract is made
available on a data processing facility which is over 30 kilometers from
the location named therein. In such cases, the following shall be
refunded following deduction of possible prepaid value-added tax sums:
federal railway system in consultation with SNI and upon
presentation of appropriate records
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aircraft tourist class, in each instance upon
presentation of appropriate records
mileage reimbursement in accordance with the guidelines set by the
tax authorities
lump-sum lodging allowance in accordance with the
guidelines set by the tax authorities (in
consultation with SNI, higher lodging costs
will also be reimbursed upon presentation of
appropriate records).
In each instance, the Contractor shall coordinate the details of trips
and events with SNI, for example, scheduling and the use of an
automobile in lieu of the federal railway systems or aircraft.
6.4 The Contractor shall send SNI invoices in a timely manner in advance for
the respective payments which are due; the invoices shall list the
travel costs/lodging costs and the respective value-added tax.
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7. IMPOSSIBILITY OF PERFORMANCE OF CONTRACT BY CONTRACTOR, INCREASE IN
PAYMENT
7.1 If the Contractor believes that it is prevented from performing the
individual contract as a result of circumstances (regardless of the
type), it shall promptly notify SNI in writing. If the Contractor is not
responsible for the circumstances which prevent performance, the
contracting parties shall agree upon a reasonable postponement of the
stipulated deadlines. If prompt notification is not made, the Contractor
may not later invoke such circumstances.
7.2 If the Contractor believes that instructions by SNI pursuant to section
2.3 or other circumstances for which SNI is responsible will lead to an
increased expenditure of labor or computer time, it shall notify SNI
promptly in writing. The parties shall then agree upon a reasonable
increase in the compensation or the computer time which is made
available. If prompt notification is not made, the Contractor may not
later claim an increase in compensation or increase of computer time
which is made available.
8. INTRODUCTION AND MAINTENANCE OF THE SUBJECT MATTER OF THE CONTRACT *)
At the request of SNI, the Contractor shall provide support in preparing
for use of the subject matter of the contract and shall assume
maintenance of the subject matter of the contract. To the extent that
such services are not included in the services to be rendered under the
contract without separate compensation, the contracting parties shall
agree upon reasonable compensation.
9. ISSUANCE OF SUBCONTRACTS, CONFIDENTIALITY, DATA PROTECTION
9.1 The Contractor shall assign the contractual services to freelance
employees or other third parties only with the prior written consent of
SNI; otherwise it shall perform using its own employees. In the case of
non-German employees, the Contractor shall document the existence of the
necessary work permit.
9.2 The Contractor shall use all information, documents and other aids which
it receives in connection with the contract solely for the purpose of
performing the contract. As long as and to the extent that they have not
become generally known or SNI has not consented to dissemination in
writing in advance, the Contractor shall treat the information and
records, the conclusion of the contract and the subject matter and
contents of the duties assumed confidential vis-a-vis parties other than
the third party participating in the performance of section 9.1.
These duties shall remain in effect after the end of the contract.
9.3 Any exchange of opinions concerning the subject matter of the contract
between the Contractor and customers of SNI shall, in each individual
instance, require the prior written consent of SNI.
9.4 To the extent that, in its work on the subject matter of the contract,
the Contractor has to process personal data, the Contractor shall
observe the data confidentiality protection statutes, agree upon
measures with SNI concerning data security and enable SNI to inform
itself concerning compliance with its agreement.
9.5 The Contractor shall impose an obligation in accordance with sections
9.2 through 9.4 on those employees from its operation who participates
in the implementation of the contract and on third parties participating
in the implementation of the contract.
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10. SURRENDER OF DOCUMENTS
The Contractor shall surrender all records and other aids, including
copies, which it received or created in connection with the contract by
no later than acceptance or, to the extent that it needs them in order
to satisfy any guarantee duties, promptly after the end of the guarantee
period.
11. ASSIGNMENT OF CLAIMS
The Contractor may assign its claims against SNI only if SNI has
consented in writing. SNI shall refuse consent only for good cause.
*) Inapplicable in the case of program specification/studies
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12. TERMINATION
[This framework contract shall take effect on ..... and may be
terminated in writing by either contracting party upon notice of three
months effective at the end of the calendar month. The provisions of the
framework contract shall remain valid after the end thereof with regard
to individual contracts which were previously concluded in the scope of
applicability of the framework contract.]
13. COLLATERAL AGREEMENTS
Collateral agreements must be in writing.
Siemens Nixdorf Informationssysteme AG Pfaffenhofen 12/23/96
Siemens Nixdorf Informationssysteme AG SCM MICROSYSTEMS GmbH
Im Xxxxxxxxxxxxx 0
00000 Xxxxxxxxx
/s/ /s/
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Xxxxx Xxxxx
General Manager
NOTE:
Language indicated as being shown by strike out in the typeset document, or
manually struck-through, is enclosed in brackets " [ " and " ] " in the
electronic format.
