RESELLER AGREEMENT
THIS AGREEMENT is made this 31st day of March, 1998 by and between Cover-All
Systems, Inc. ("CSI"), with offices at 00-00 Xxxxxxx Xxxxx, Xxxx Xxxx, Xxx
Xxxxxx 00000 and Care Corporation Limited ("the Company"), with offices at
Xxxxxx Building, P.O. Box 3186, Main Street, Road Town, Tortola, British Virgin
Islands.
WHEREAS,
1. CSI develops and markets software products (including associated user and
technical documentation) which are the property of and proprietary to CSI
(the "CSI Software Products") together with CSI furnished technical and
software support services ("CSI Services"). The CSI Software Products and CSI
Services are hereinafter sometimes referred to collectively as the "CSI
Product(s)";
2. The Company has, among other things, extensive knowledge and expertise in the
marketing, sale and support of software products and services with particular
focus on the financial services and insurance industry market sectors and
desires to be appointed and authorized to resell CSI Products;
3. CSI has agreed to appoint the Company as a reseller of CSI Products and the
Company has agreed to accept such appointment subject to and in accordance
with the terms and conditions hereinafter appearing.
ACCORDINGLY IT IS HEREBY AGREED AS FOLLOWS:
1. Scope of this Agreement
Subject to the terms and conditions of this Agreement, including the Exhibits
referenced herein and the terms of CSI reseller price and policy bulletins
("Reseller Bulletins") as issued by CSI from time to time, CSI agrees to sell,
and the Company agrees to purchase, CSI Products for resale by the Company, to
end user customers of the Company, during the term of this Agreement.
2. Appointment as Authorized Reseller
(a)CSI appoints the Company as an authorized reseller ("Reseller") of the CSI
Products more particularly identified and described in Exhibit A hereto,
as the same may be amended from time to time pursuant to the provisions of
Section 2(e) below. The Company agrees to market CSI Products only to
commercial end user customers within the market categories and
geographical territory more particularly described and set forth in
Exhibit B hereto.
(b)"Reseller" as used in this Agreement means an entity which, in the normal
course of its business, markets and sells the products and/or services of
a third party through a direct sales force to end user customers of the
Reseller.
(c)As an authorized Reseller, the Company agrees to comply with all
instructions and directives, relating to authorized Resellers as contained
in Reseller Bulletins issued by CSI.
(d)This appointment is non-exclusive and will not prevent CSI from appointing
other resellers of any kind or from directly marketing the CSI Products to
end user customers and/or from supplying CSI Products for resale to other
resellers. The Company will not market or deliver CSI Products to those
companies (if any) listed in Exhibit C to this Agreement unless the
Company receives express authorization from CSI which is documented by
means of a written amendment to this Agreement executed on behalf of each
of the parties hereto.
-1-
03/31/98/JOD/12006/001/AGREE/263000.2
3. Orders, Delivery and Acceptance
(a)All orders (including but not limited to orders placed using the Company's
standard form of purchase order) issued by the Company hereunder shall be
in writing, shall refer to this Agreement and to the applicable "End User
Agreement" (as such term is defined in Section 9 below) and shall be
forwarded to CSI at the address set forth above. Such orders shall
identify the type and quantity of CSI Products to be furnished by CSI to
the Company and specify the requested delivery date for CSI Software
Products and the time frame for the performance of CSI Services. Any
additional terms and conditions contained in or endorsed on any such order
or any other document accompanying or referenced by such order are of no
effect, and CSI hereby gives notice of objection to such additional terms.
Orders will bind CSI only when acknowledged and accepted by written
confirmation from CSI. CSI shall issue written acceptance or rejection of
an order no later than ten (10) days from the receipt of any order form.
(b)For orders canceled, rescheduled or otherwise changed by the Company, CSI
may impose a reasonable cancellation, rescheduling, or change fee.
(c)Delivery of CSI Software Products which have been released for general
commercial distribution will be made no later than thirty (30) days from
the date of acceptance of the Company's order by CSI. The delivery date
applicable to CSI Software Products which have not been released for
general commercial distribution will be mutually agreed upon in writing by
CSI and the Company prior to acceptance of the applicable order by CSI.
The dates for the furnishing of CSI Services will be mutually agreed upon
in writing by CSI and the Company prior to acceptance of the applicable
order by CSI. With the Company's prior approval, CSI may make partial
deliveries against any of the Company's orders, which deliveries will be
invoiced and paid for in accordance with the terms of this Agreement
notwithstanding the requirement to make subsequent deliveries against the
same order.
(d)CSI will ship CSI Software Products in accordance with its standard
practices. CSI will deliver CSI Software Products and furnish CSI Services
to the location(s) specified in the Company's order. Risk of loss and
damage to CSI Software Products will pass to the Company upon delivery to
the location specified in the applicable order. CSI Software Products will
be deemed accepted if the Company does not give CSI written notice of
rejection within 30 days after the date of shipment by CSI.
(e)CSI may delete any CSI Product from Exhibit A of this Agreement at any
time upon ninety (90) days prior written notice to the Company. CSI may
add products and/or services to Exhibit A of this Agreement at any time
upon written notice to the Company. CSI makes no commitment to offer any
CSI Products to the Company other than such products and services as are
specified in Exhibit A hereto.
4. Reports and Records
The Company will submit to CSI, if requested by CSI, financial reports and
other financial data as may be reasonably requested by CSI, and will
retain for two years its accounts, agreements and other business records
relating to sales of the CSI Products. The Company will permit CSI, upon
reasonable notice during normal business hours, to examine such reports,
financial data and records for the limited purposes of analyzing the
Company's financial condition and verifying its compliance with the terms
of this Agreement.
5. Prices and Discounts
(a)Prices for CSI Products will be the CSI commercial list price in effect on
the date CSI accepts the Company's order, less the applicable reseller
discount as specified in CSI's then current applicable "Reseller
Bulletin(s)." CSI may revise its list prices, Reseller discounts, or both
at any time upon written notice to Company. If the Company's actual price
after discount for a CSI Product is increased by any such a revision or
revisions, then CSI shall give the Company at least ninety (90) days prior
written notice of such revision or revisions with
-2-
03/31/98/JOD/12006/001/AGREE/263000.2
respect to the CSI Product(s) affected by any such revision(s), in every
other case CSI shall give the Company not less than ten (10) days written
notice of any change to CSI's list price for any of the CSI Products
and/or Reseller Discounts. The Company will be notified of list price and
discount revisions by means of Reseller Bulletins issued by CSI.
[i] Price decreases will apply to orders shipped after the effective date
of the applicable price decrease.
[ii]Any price increase will apply to orders received after the effective
date of the applicable price increase and to all orders received
before its effective date but scheduled for delivery more than one
hundred twenty (120) days after such effective date.
[iiiPrices do not include, and the Company is responsible for, any sales,
withholding, use, value added, property and similar taxes levied on
CSI Products furnished pursuant to this Agreement and/or other items
furnished to the Company by CSI, exclusive of any and all taxes based
upon the net income of CSI. Prices for CSI Services do not include the
expense of travel, lodging and subsistence incurred in connection with
the performance of such services. Such expenses will be billed to and
payable by the Company in accordance with CSI's then current travel
policy. Any and all travel time to and from a CSI facility (to the
Company's facility or a Company end user facility) which is incurred
in connection with the provision of CSI Services will be billed to and
payable by the Company at the hourly fee rate of the applicable CSI
personnel engaged in performing such services.
6. Payment Terms
(a)Invoices will be issued by CSI on or after the date of shipment of CSI
Software Products. Invoices in respect of CSI Services will be rendered
annually in advance for standard software maintenance services and monthly
in arrears for other CSI Services. Payment terms are net thirty (30) days
from the date of invoice. Charges for change, rescheduling or cancellation
fees, and for other items or services will be invoiced as incurred. CSI
reserves the right to change payment terms at any time, upon not less than
ten (10) days prior written notice to the Company, if in CSI's reasonable
opinion the Company's financial condition or payment record so warrant.
(b)CSI may impose a late payment charge equal to the lesser of (i) 1 1/2% per
month of the outstanding amount due, or (ii) the maximum rate allowed by
law. If the Company becomes delinquent in the payment of any amount due,
CSI may suspend performance under this Agreement, without prejudice to any
and all other remedies available to CSI (for nonpayment) under this
Agreement or at law or in equity.
7. Obligations of Company
(a)The Company will actively promote and market the CSI Products in
accordance with the Company's then current and approved Marketing and
Business Plan.
(b)On an ongoing basis the Company will (i) maintain a qualified sales and
technical staff of appropriate size, experienced in the sale,
implementation and support of client/server software applications, and
knowledgeable in the CSI Products and related items; (ii) provide end user
customers with technical support and training in the use of the CSI
Software Products, and (iii) provide adequate and attractive facilities
for the display and demonstration of CSI Software Products.
(c)Immediately upon receipt thereof, the Company will notify CSI of any legal
or other notices which may affect CSI or its licensors and will promptly
respond to any complaints regarding CSI Products made by the Company's end
user customers and will timely notify CSI of any such complaint which is
not promptly resolved by the Company.
(d)The Company will market CSI Products only pursuant to the terms of this
Agreement.
-3-
03/31/98/JOD/12006/001/AGREE/263000.2
8. Obligations of CSI
(a)CSI will make available, to a reasonable number of the Company's sales and
technical staff, training and related materials with respect to the
design, implementation and use of CSI Software Products. Availability and
details of such training (including charges, if any) will be as specified
in CSI's then current applicable Reseller Bulletin.
(b)CSI will provide the Company, at no charge, with (i) a reasonable quantity
of brochures and sales promotion material with respect to the CSI
Products. Upon written request from the Company, CSI will furnish
additional copies of such materials at CSI's then current charges.
(c)CSI will provide the Company with periodic marketing communications and
updates in respect of the CSI Products.
(d)CSI will provide the Company with object code demonstration versions of
CSI Software Products in order to facilitate the demonstration of such
products by the Company to end user customers and prospects of the
Company.
(e)CSI will, as mutually agreed upon with the Company, and on a case by case
basis, provide pre-sales support to the Company when such support is
required in connection with the conclusion of a sale of CSI Products to an
end user customer or prospect of the Company.
(f)CSI will provide the Company with reasonable access to CSI product
demonstration capabilities at CSI's facility in Fair Lawn, New Jersey or
at such other CSI facility as is designated by CSI to the Company.
9. Warranties and Disclaimers
(a)CSI warrants that each CSI Software Product furnished to the Company
pursuant to this Agreement will perform (in its unaltered format) in
accordance with the functional specifications for such CSI Software
Product as documented in the application description manual ("ADM") for
each such CSI Software Product when executed and operated by the
designated computer equipment and software configuration more particularly
described and set forth in Exhibit D hereto. CSI will deliver the
applicable ADM for each software product ordered hereunder together with
delivery of each such CSI Software Product. The duration of this warranty
is ninety (90) days from the date of first delivery of each CSI Software
Product by, or on behalf of, the Company to its original end user
customer. CSI's obligation under this warranty shall be to replace any CSI
Software Product which is defective due to damaged or defective software
storage media and/or to correct any errors in a CSI Software Product which
are causing such product not to substantially conform to the functional
specifications set forth in the applicable ADM.
(b)EXCEPT AS PROVIDED IN SECTION 12 (INFRINGEMENT INDEMNIFICATION) AND
SECTION 9(a) ABOVE, CSI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE CSI PRODUCTS. BY WAY OF EXAMPLE BUT NOT OF
LIMITATION, CSI MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY OR ALL OF THE
CSI PRODUCTS.
(c)The warranty set forth in 9(a) above does not apply to any CSI Software
Product which (i) has been altered, except by or under the direction of
CSI; (ii) has not been handled, installed, maintained or operated in
accordance with CSI instructions; or (iii) has been damaged by accident,
misuse, negligence or external factors.
10.End User Customer Agreements
(a)CSI will provide the Company with end user customer agreement forms (the
"End User Agreement") with respect to the licensing and provision of CSI
Products.
-4-
03/31/98/JOD/12006/001/AGREE/263000.2
(b)The Company will make its end user customers aware of the terms and
conditions of the End User Agreement during the course of the sales cycle
to each such end user customer. The Company will obtain three (3) copies
of a signed End User Agreement from each end user customer prior to
submission of an order for CSI Products. The Company will promptly forward
all three (3) copies of each signed End User Agreement (duly executed by
each of the Company and the end user customer) to CSI. Upon acceptance of
the order relating to any such End User Agreement, CSI will execute all
three (3) originals of the End User Agreement and return two (2) fully
executed originals to the Company. The Company will return one (1) fully
executed original to the end user customer and retain the other fully
executed original in the Company's files for a period of not less than
seven (7) years.
(c)The Company's obligations under this Section 10 will survive the
expiration or termination of this Agreement.
11.Limitation of Liability and Indemnification
(a)THE COMPANY'S SOLE AND EXCLUSIVE REMEDIES FOR DIRECT DAMAGES FROM ANY
CAUSE RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER BASED ON
NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR OTHER LEGAL THEORY, WILL BE
THOSE PROVIDED IN THIS AGREEMENT. EXCEPT FOR CLAIMS ARISING OUT OF CSI
OBLIGATIONS UNDER SECTION 12, CSI'S LIABILITY FOR ANY AND ALL CLAIMS
(ARISING OUT OF OR RELATING TO THIS AGREEMENT) WHETHER BASED ON
NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR OTHER LEGAL THEORY, SHALL NOT
EXCEED THE ACTUAL AMOUNT PAID BY THE COMPANY FOR THE SPECIFIC PRODUCT(S),
SERVICE(S), OR OTHER ITEM(S), GIVING RISE TO THE CLAIM.
(b)IN NO EVENT WILL CSI BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF
GOODWILL OR OTHER DIMINUTION IN THE VALUE OF THE COMPANY"S BUSINESS,
REVENUES, PROFITS OR SAVINGS, EVEN IF CSI KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES.
(c)Except for the remedies provided to the Company in this Agreement, the
Company will indemnify and hold CSI harmless against any claims, costs,
damages and liabilities arising out of or in any way connected with (i)
any breach of this Agreement by Company, its employees or agents and (ii)
any claim by end user customers or other third parties with respect to
Company's products or other non-CSI products provided, recommended or
referred by the Company or recommended, referred or introduced to the
Company as provided in (d) below. Such indemnification will include all
reasonable legal fees and other costs incurred by CSI in defending any
such claims. Termination of this Agreement will not affect the Company's
indemnification obligations pursuant to this Section 11(c).
(d)CSI may direct the Company to third parties having products which may be
of interest to the Company for marketing or use in conjunction with CSI
Products. Notwithstanding any CSI recommendation, referral or
introduction, the Company will independently investigate and test third
party products and will have sole responsibility for determining
suitability for marketing or use of third party products. CSI has no
liability with respect to claims relating to or arising from the
marketing, sale or use of such third party products.
(e)CSI shall have no liability with respect to any claim of the Company or a
third party on account of, resulting from, or arising out of the use of
any software product furnished to the Company by CSI (pursuant to this
agreement) and which software product is provided to CSI by a third party
licensor (including software derived from such third party licensor's
software). Licensors of software to CSI shall have no obligation to
furnish any assistance, information or documentation with respect to any
such software product.
-5-
03/31/98/JOD/12006/001/AGREE/263000.2
12.Infringement Indemnification
(a)CSI, at its own expense, will defend and indemnify the Company against any
claim that CSI Software Products (to include the intellectual property of
any third party which is comprised in any of the CSI Software Products)
furnished under this Agreement infringe a United States patent or
copyright or are subject to any claim of misappropriation of trade secrets
protected under United States law, provided the Company (i) gives CSI
prompt written notice of any such claim (of which the Company has actual
notice, whether direct or indirect) in the manner prescribed by Section 17
of this Agreement, (ii) permits CSI to defend or settle the claim, and
(iii) provides all reasonable assistance to CSI in defending or settling
such claim.
(b)As to any CSI Software Product which is or, in the opinion of CSI, may
become subject to a claim of infringement or misappropriation, CSI may
elect to (i) obtain the right of continued remarketing and use of such CSI
Software Product for the Company or (ii) replace or modify such CSI
Software Product to avoid such claim. If neither alternative is, in the
opinion of CSI, available on commercially reasonable terms, then the
Company, at the request of CSI, will discontinue remarketing of the
affected CSI Software.
(c)CSI will not defend or indemnify the Company if any claim of infringement
or misappropriation (i) results from modification or alteration of any CSI
Software Product by the Company or any third party, or (ii) results from
use of any CSI Software Product in combination with any non-CSI product.
(d)This Section 12 states the entire liability of CSI and the Company's sole
and exclusive remedies for patent or copyright infringement and trade
secret misappropriation.
(e)The provisions of this Section 12 shall survive the expiration or
termination of this Agreement.
13.License Rights With Respect to CSI Software Products
(a)Title to all CSI Software Products supplied to the Company by CSI under
this Agreement will remain with CSI or its licensors, and the Company will
acquire no rights whatsoever to any CSI Software Product except as
expressly granted and set forth in this Section 13.
(b)Subject always to the Company's compliance with all of the provisions of
this Section 13 CSI hereby grants to the Company a personal,
non-transferable and non-exclusive right to: (i) distribute the CSI
Software Products only to end user customers of the Company which have
entered into an executed End User Agreement as provided for by Section 10
hereof, (ii) use for demonstration purposes such object code versions of
CSI Software Products as may bc provided to the Company by CSI in order to
effect the purposes of this Agreement, (iii) install CSI Software Products
on the Company's end user customer computer equipment subject to such end
user customer having entered into an End User Agreement which has been
executed by such customer and CSI, and (iv) use CSI Software Products
furnished to an end user customer of the Company (subject to such end user
customer having entered into an End User Agreement which has been executed
by such customer and CSI) for the purpose of providing such end user
customer with implementation, training and/or technical support services.
(c)The Company shall not delete or alter any proprietary rights or similar
notices appearing on CSI Software Products.
(d)The Company acknowledges that the CSI Software Products (and all
intellectual property relating to or comprised in the CSI Software
Products, including but not limited to any or all of the program code,
system architecture or design of the CSI Software Products) are valuable
proprietary trade secrets of CSI and that the Company shall maintain the
CSI Software Products in the strictest confidence in accordance with the
stipulations of this Agreement.
-6-
03/31/98/JOD/12006/001/AGREE/263000.2
(e)The Company agrees (except as is expressly authorized by this Agreement)
not to use, provide, or otherwise disclose, or make available to any
person or entity, in whole or in part, any CSI Software Product except as
authorized by and subject to the terms of this Agreement. The Company
agrees not to reverse engineer, decompile or disassemble any CSI Software
Product, or any part or portion thereof, or to create or to attempt to
create a derivative work based upon the CSI Software Products or any of
them or any part or portion thereof, including but not limited to the
system design and architecture of the CSI Software Products.
(f)The Company agrees to apply the same standard of care it applies to
protect its own confidential and proprietary information to protect the
CSI Software Products. The Company shall advise all of Company's employees
having a need to use the CSI Software Products on the Company's behalf,
for the purposes contemplated by this Agreement, of the proprietary and
confidential nature of the CSI Software Products and all of the Company's
obligations hereunder with respect to the use and safeguarding of the CSI
Software Products. Each such employee shall be obligated to protect the
CSI Software Products from unauthorized disclosure (as required by the
terms of this Agreement) pursuant to an appropriate written and executed
non-disclosure agreement.
14.Trademarks and Trade Names; Advertising
(a)As an authorized Reseller, the Company shall have the right to use the
legend "Authorized Reseller of Cover-All Systems Software Products and
Services" in signs, advertising, correspondence, proposals or other
materials, provided that such legend appears in type smaller and less
prominent than the Company's own name or xxxx.
(b)CSI will provide the Company with formats for use by the Company in
advertising and promoting the CSI Products. In using the formats, the
Company will comply with all related instructions provided by CSI. In
addition, CSI will provide the Company with written guidelines to assist
the Company in developing other advertising and promotional programs and
materials for the CSI Products. All materials relating to advertising,
promotion or any other form of publicity with respect to the CSI Products
must be submitted by the Company to CSI and approved in writing by CSI
(except as to price and terms of sale the Company intends to offer) prior
to the use of any such materials by the Company.
(c)No right or license is granted by CSI to the Company to use CSI trademarks
or trade names except as they appear on the CSI Products marketed by the
Company or as authorized by CSI in connection with the advertising or
promoting of such products. The Company will not affix any CSI trademarks,
logos or trade names to any of the Company's products and will not disturb
any legend, notice, label, plate, designation of any CSI trademark, logo
or trade name or serial numbers on CSI Products.
(d)The Company will not include CSI trademarks or trade names in any name
under which the Company does business.
00.Xxxxxxxxxx of Confidential & Proprietary Information
(a)For the purposes of this Agreement, "Information" means any information
(including but not limited to technical, financial and business
information) which is confidential and/or proprietary to CSI or the
Company and which information is marked or designated "proprietary",
"restricted", "confidential" or with a similar notice or designation.
(b)Each party agrees that any Information that is furnished or made available
or otherwise disclosed to the other party pursuant to this Agreement shall
remain the property of the disclosing party.
(c)Each party further acknowledges that any and all Information, disclosed
hereunder, is valuable proprietary and confidential information of the
disclosing party.
-7-
03/31/98/JOD/12006/001/AGREE/263000.2
(d)If Information is designated as confidential by an oral statement, the
disclosing party shall confirm such disclosure in writing to the receiving
party no later than ten (10) days after the oral disclosure and such
written confirmation shall state the date and place of the disclosure, the
individuals to whom the Information was disclosed and the nature of the
Information.
(e)The parties agree that all Information shall be used solely in connection
with effecting the purposes of this Agreement, shall be kept strictly
confidential, and shall be treated by the receiving party and by any
person authorized pursuant to the terms of this Agreement, to have access
thereto, as being valuable confidential and proprietary information of the
disclosing party.
(f)The receiving party shall not, without the prior written consent of the
disclosing party hereto, disclose, provide or otherwise make available
Information to any person or entity other than those of its employees who
have a need to know such Information in order for the receiving party to
carry out its obligations or exercise its rights hereunder. The receiving
party shall require its employees who have access to Information to be
made aware of its confidential and/or proprietary nature and of the
applicable requirements relative to maintaining the confidence of such
Information. The receiving party shall enforce these provisions for the
benefit of the disclosing party. The receiving party shall protect the
disclosing party's Information from unauthorized use or disclosure using
the same standard of care which it uses to protect its own proprietary
and/or confidential information. The obligations of the parties pursuant
to this Section 15 shall survive the termination or cancellation of this
Agreement with respect to each item of Information until the Information
comes into the public domain through no fault of the receiving party or
its employees.
(g)This section 15 will not be construed to grant to the Company, or to CSI,
any license or other rights in Information, except (with respect to the
Company only) as is expressly set forth in this Section 15.
(h)Upon termination of this Agreement, the receiving party will either. (i)
promptly destroy (and certify such instruction by written letter of
confirmation to the disclosing party) or (ii) return to the disclosing
party all copies of Information in the Company's possession.
16.Term and Termination
(a)This Agreement will begin on the Effective Date specified on the first
page of this Agreement and continue in effect unless and until terminated
as provided below.
(b)Either CSI or the Company may terminate this Agreement without cause at
any time upon six (6) months prior written notice.
(c)Except as provided in Sections 16(d) and 16(e), if either party is in
breach of any term of this Agreement, which breach (if capable of cure)
remains uncured after the expiration of thirty (30) days from the date of
written notice of such breach (given by the non breaching party to the
other party) then this Agreement may be terminated forthwith by written
notice to the breaching party.
(d)CSI may terminate this Agreement at any time upon not less than ten (10)
days prior written notice to the Company if the Company breaches any of
its obligations under Sections 9, 12, 13 or 14 hereof and which breach. if
capable of cure, remains uncured at the end of the aforesaid ten (10) day
notice period.
(e)If the Company fails to meet the terms of payment as provided for by
Section 5 of this Agreement, CSI will have the right at any time, after
the expiration of ten (10) days from the date of written notice to the
Company demanding the payment of any sum which is outstanding, to
terminate this Agreement forthwith by giving written notice of such
termination to the Company.
-8-
03/31/98/JOD/12006/001/AGREE/263000.2
(f)Orders outstanding on the effective date of termination will be subject to
acceptance or rejection at the sole discretion of CSI, and if accepted all
performance by the parties shall be effected as if this Agreement remained
in full force and effect. Payment terms for any order(s) accepted pursuant
to this Section 16(f) will be as specified by CSI to the Company.
(g)Upon the effective date of termination (i) the Company will pay CSI for
all CSI Products furnished hereunder (irrespective of the xxxx of
delivery) and any all other amounts then owed by the Company to CSI and
(ii) the Company will discontinue use of its designation as an authorized
Reseller of CSI.
17.Other Provisions
(a)The relationship of CSI and the Company under this Agreement is that of
independent contractors and neither is authorized to act as the agent of
the other. This Agreement does not create nor is it intended to create any
joint venture, franchise or other form of business relationship between
the parties hereto. The Company will make no representations with respect
to CSI Products other than as set forth in CSI supplied documentation or
other materials.
(b)Any failure or delay by either CSI or the Company in exercising any right
or remedy, available to either CSI or the Company under this Agreement or
at law or in equity, will not constitute a waiver of any such right or
remedy. The waiver of any single act of default will not waive subsequent
defaults of the same or different kind.
(c)The Company shall comply with all applicable laws and regulations of the
United States, including, but not limited to those relating to the export
of commodities, technical data, and direct products of such technical
data. The Company shall obtain written consent or authorization, if
required, of the Office of Export Administration of the U.S. Department of
Commerce prior to exporting or reexporting Products.
(d)Neither this Agreement nor any right or obligation hereunder may be
assigned by the Company. Any such assignment or attempted assignment shall
be void. A change in control or ownership of the Company (or its parent or
any affiliated companies) or sale of all or substantially all of the
capital stock of the Company will be deemed an assignment. Notwithstanding
the foregoing, the Company may assign its rights and obligations hereunder
to a subsidiary or affiliate of the Company upon prior written notice to
CSI.
(e)All notices required by this Agreement to be given to the Company will be
sent by certified or registered mail to its address on the first page of
this Agreement. All notices required by this Agreement to be given to CSI
will be sent by certified or registered mail addressed to:
Cover-All Systems, Inc.
00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
(f)If any provision or any part of a provision of this Agreement shall be
held to be invalid or unenforceable such invalidity or unenforceability
shall not invalidate or render unenforceable the entire Agreement, but
rather the entire provision or the Agreement shall be construed as if not
containing the particular invalid or unenforceable provision or
provisions, and the rights and obligations of the parties shall be
construed and enforced accordingly.
(g)No provisions of this Agreement shall be deemed waived, amended or
modified by either party, unless such waiver, amendment or modification is
in writing and signed by a duly authorized representative of each of the
parties hereto.
-9-
03/31/98/JOD/12006/001/AGREE/263000.2
(h)Notwithstanding anything in this Contract to the contrary, neither party
shall be held responsible for any delay or failure in performance
hereunder caused by fires, strikes, embargoes, governmental requirements,
civil or military authorities, Act of God or by public enemy, act or
omission of common or private carriers or other causes beyond such party's
reasonable control and without such party's fault or negligence (each such
event being called a "Contingency"). Each party shall promptly notify the
other party in writing of any Contingency which occurs during the term of
this Agreement and which Contingency impairs such party's ability to
perform its obligations pursuant to this Agreement.
(i)The Company will not engage in any deceptive, misleading, unethical or
improper practices which may reflect adversely on CSI or the CSI Products.
(j)This Agreement set forth the entire agreement and understanding between
the parties as to the subject matter hereof and supersedes all prior
understandings, agreements, proposals or discussion between them, and
neither of the parties shall be bounded by any conditions, definitions,
warranties, understandings or representations with respect to such subject
matter other than as expressly provided herein, or as duly set forth on or
subsequent to the effective date hereof in writing and signed by a duly
authorized representative of each of the parties.
-10-
03/31/98/JOD/12006/001/AGREE/263000.2
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by its duly authorized representatives, the day, month and year first before
written.
Cover-All Systems, Inc. The Company
By: By:
Name: Xxxxx Xxxxxxx Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer Title: Director
-11-
03/31/98/JOD/12006/001/AGREE/263000.2
EXHIBIT A
DESCRIPTION OF CSI SOFTWARE PRODUCTS AND CSI
SERVICES WHICH ARE SUBJECT TO THIS RESELLER
AGREEMENT
XXX 0000 Software
Classic produce line
03/31/98/JOD/12006/001/AGREE/263000.2
EXHIBIT B
DESCRIPTION OF MARKET CATEGORIES AND
GEOGRAPHICAL TERRITORY
CSI MAY UPON THIRTY DAYS PRIOR NOTICE EXCLUDE FROM THE PURVIEW OF THIS
AGREEMENT ANY TERRITORIES OR COUNTRIES TO ENABLE IT TO GRANT EXCLUSIVE OR
LIMITED EXCLUSIVE RIGHTS IN SUCH TERRITORIES OR COUNTRIES.
THE GEOGRAPHIC TERRITORY EXPRESSLY EXCLUDES THE UNITED STATES OF AMERICA.
03/31/98/JOD/12006/001/AGREE/263000.2
EXHIBIT C
LISTING OF COMPANIES TO WHICH THE COMPANY
WILL NOT MARKET OR RESELL CSI PRODUCTS
[If there is no restriction state "None."]
03/31/98/JOD/12006/001/AGREE/263000.2
EXHIBIT D
DESIGNATED EQUIPMENT AND SOFTWARE
CONFIGURATION IS FOR THE EXECUTION OF CSI
SOFTWARE PRODUCTS
03/31/98/JOD/12006/001/AGREE/263000.2
