CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. DISTRIBUTORSHIP AGREEMENT
 |
 |
*CONFIDENTIAL
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
This
DISTRIBUTORSHIP AGREEMENT (the “Agreement”) is made and entered into this May 6,
2005 by and between TechSphere Co., Ltd. a corporation duly organized and
existing under the laws of the Republic of Korea, and having its principal
office at Xxxxx Xx. 0X, 000-00, Xxxxxxx-xxxx Xxxxxx-xx Xxxxx Xxxxx (hereinafter
referred to as "Manufacturer") and Identica Corp. a corporation duly organized
and existing under the laws of Canada, and having its principal office at 000
Xxxxxxxxxx Xxxxxx Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, (hereinafter
referred to as "Distributor").
WITNESSETH
WHEREAS,
Manufacturer wishes to appoint Distributor an exclusive distributor to
distribute the Products (as hereinafter defined) in the Territory;
and
WHEREAS,
Distributor wishes to accept such appointment as an exclusive distributor;
and
WHEREAS,
both
parties agree to make the Distributorship Agreement previously executed between
both parties in January 3, 2005 null and void and replace it with this exclusive
Distributorship Agreement in its entirety;
NOW
THEREFORE,
in
consideration of the mutual covenants contained herein, the parties hereto
agree
as follows:
Article
1. Definitions
In
this
Agreement except where the context otherwise requires, the following terms
and
expressions shall have the meanings respectively defined as
follows:
|
1.1
|
“Hand
Vascular Pattern Recognition System”
means the biometrics system, which utilizes hand vascular pattern
to
verify or identify persons.
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1.2
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“Network
Control Unit (VP-II NCU)”
means a product that enables integration of two or more VP-II Ms
into a
network environment.
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1.3
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“Products”
are: Manufacturer’s
biometric products, software, hardware, custom and development services,
which utilize vascular pattern verification technology.
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1.4
|
“Territory”
means Canada, the United States of America, the Republic of
Mexico,
and
the Caribbean Islands including
every State, Province and Territory within these
jurisdictions.
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1.5
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“VP-II”
stands for “Hand Vascular Pattern Recognition System - The Second
Generation”, which means the
technology and any future generation of technology that
utilizes Vascular Pattern Recognition or any materially similar
technology.
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Article
2. Appointment and Acceptance
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2.1
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During
the term and subject to the terms and conditions set forth hereinafter,
Manufacturer hereby appoints Distributor as an exclusive distributor
to
distribute the Products in the Territory, and Distributor accepts
such
appointment. During the term of this Agreement, Manufacturer shall
not,
either directly or indirectly, sell the Products in the Territory
without
the prior written
consent
of Distributor.
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2.2
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Distributor
shall not purchase, import, export, sell, distribute, advertise or
otherwise deal with the products which utilize vascular technology
that
are in competition with or materially similar to the VP-II technology
and
Products in the Territory. The Distributor is not precluded from
selling
other products utilizing other biometric methods than vascular
pattern.
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2.3
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Distributor
shall not allow any individual and/or entity to sell or lease the
Products
outside the Territory, unless Distributor has a prior written consent
of
Manufacturer thereto or a separate agreement between Manufacturer
and
Distributor that allows such selling or leasing Products outside
the
Territory.
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Article
3. Orders and Shipments
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3.1
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In
placing orders with Manufacturer, Distributor shall clearly describe
the
Products and quantity required, and shall include precise instructions
for
packaging, invoicing and shipping. The orders shall not be binding
unless
and until they are accepted by Manufacturer in its discretion. Within
ten
(10) days of receipt of each order issued by Distributor, Manufacturer
shall accept or reject such order in writing. Manufacturer agrees
to
supply Distributor with the Products to fulfill the orders for the
minimum
supply requirement as set forth in Article 5.2 hereof, if Distributor
orders Products in excess of minimum purchase requirement as set
forth in
Article 5.1 hereof. Manufacturer agrees to make its best efforts
to accept
all orders as submitted by Distributor in excess of such orders for
the
minimum supply requirement.
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3.2
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Manufacturer
shall be responsible for packaging the Products in such manner to
ensure,
except for perils of the sea, a safe and undamaged delivery to
Distributor. Manufacturer shall ship the Products ordered within
eight (8)
weeks after the acceptance of an order pursuant to Article 3.1. The
Manufacturer shall obtain Distributor’s approval of shipping and insurance
costs before shipping. Distributor shall pay for such shipping and
insurance. Distributor shall also be responsible for payment of all
customs and other duties and taxes together with any documentation
and
other costs incurred for obtaining any import licenses that may be
required in the Territory.
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3.3
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Distributor
agrees to purchase the VP-II Ms or VP-II S’ in the minimum quantity of *
units per order.
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Article
4. Price and Payment
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4.1
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The
prices of the Products shall be determined in accordance with
the price list attached hereto as Exhibit A and made a part
hereof.
The prices of the Products do not include the shipping and insurance
costs
of the Products. The price list attached as Exhibit A may be changed
from
time to time by Manufacturer by giving Distributor a ninety (90)
day prior
notice. Unit
prices of any outstanding orders from Distributor, at the time of
Manufacturer’s notice of a price reduction being received, will adjust to
the new Exhibit A pricing.
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4.2
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Within
seven (7) days after receipt of Manufacturer's acceptance of an order,
Distributor shall pay the purchase price for such order by wire-transfer
of an immediately available fund or by having an irrevocable Letter
of
Credit issued by a bank specified by Manufacturer in favor of
Manufacturer.
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4.3
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Any
payment that shall be made under this Agreement shall be in United
States
Dollars.
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Article
5. Minimum Purchase, Supply, and Distributorship Condition
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5.1
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Purchase
Quotas and Deposit amount:
Distributor will pay a refundable “Deposit” to Manufacturer covering each
year’s purchase requirement (“the Quota(s)”) based upon the number of
Vascular Hand Scanners required to be purchased by Distributor. The
deposit payment shall be received by Manufacturer within two weeks
from
the execution of this Agreement. The Quota(s) and Deposits are shown
below:
|
| 1. |
· Year
One - *
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| 2. |
· Year
Two - *
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| 3. |
· Year
Three - *
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If
the
Quota has not been reached at the end of each Agreement year, the only deposit
amount proportional to the volume of VP units purchased out of designated Quota
shall be refunded to Distributor.
Any
existing refundable Deposit in place by Distributor and American Biometrics
and
Security Inc. of Naples, Florida, USA at the time of signing will be credited
by
Manufacturer to Distributor’s first Agreement year Deposit
requirement.
Within
a
week from the start of new Agreement year, Manufacturer and Distributor will
reconcile the actual purchases made during the previous year. If the Purchase
Quota has not been reached, then the new year’s Quota will be increased by the
amount of the shortfall and the Deposit shall be increased proportionally.
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If
the
previous year’s Quota has been exceeded, then the new year’s Quota will be
reduced by the number of Vascular Hand Scanners actually purchased in excess
of
previous year’s Quota and the new year’s Deposit reduced
proportionally.
Within
a
week from the reconciliation, Distributor shall pay the new Agreement year’s
deposit adjusted by previous year’s fulfillment amount. If previous year’s
purchase amount exceeds the new year’s Quota, Manufacturer shall refund the
corresponding funds to Distributor within a week from the
reconciliation.
Should
Distributor reach the cumulative total at the end of the third year, Quotas
and
Deposits (if required) for the second three year period shall be based upon
the
previous three years’ history and adjusted to allow for reasonable increases.
The existing Agreement will continue except for the revision in Quotas and
Deposits.
Should
Distributor not purchase at least fifty (50) percent of the cumulative Quota
by
end of the second year, then Manufacturer at its sole option shall have the
right to cancel the Agreement and keep all Deposits.
Should
Distributor not reach the committed cumulative Quota by the end of the third
year of the Agreement, then any remaining Deposit shall become Manufacturer’s
and the renewal will require the re-negotiation of the Quotas and Deposits.
For
the
purpose of this Article only, VP-II Ms and or Ss shall be considered purchased
when Distributor opens an irrevocable L/C of or wire-transfers the quoted amount
for shipment.
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5.2
|
Manufacturer
agrees to provide VP-II Ms and / or Ss to Distributor during the
term of
this Agreement subject to the following Manufacturer’s minimum supply
requirement if Distributor orders Products in excess of Quota(s)
as set
forth in Article 5.1 hereof:
|
(a)
1st
year: *
(b)
2nd
year: *
(c)
3rd
year: *
Article
6. Technical Assistance
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6.1
|
Manufacturer
shall provide Distributor with technical assistance with respect
to the
Products by means of providing Distributor informative and illustrative
materials and sending advertising material suitable for promotion
and
advertising of the Products. Manufacturer
agrees to keep such materials up to date with respect to new releases
and
product features of the said products and will work with the Distributor
to assess the specific needs of the assigned
territory.
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6.2
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Manufacturer
shall give training to a reasonable number of technicians either
in Korea
or on-site in the Territory if such training is agreed to by both
parties
and if such training is necessary due to the introduction of any
new
Products (which excludes the future products that do not utilize
the VP-II
technology pursuant to Article 1.3) or necessary to achieve better
installation and maintenance standards. Costs for round trips, meals,
and
lodging of the dispatched personnel of Distributor for training shall
be
borne by Distributor.
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6.3
|
Manufacturer
shall supply its own engineering information to Distributor to the
extent
that Distributor should be able to maintain and perform the after-sale
service by and for itself, and further to develop its own application
programs based on VP-II networking devices. The level and extent
of such
technology transfer shall be determined by Manufacturer at its sole
discretion.
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6.4
|
All
the materials that Manufacturer provides to Distributor for technical
assistance pursuant to Article 6.1 shall be in the English Language.
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Article
7. Spare Parts
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7.1
|
Distributor
shall keep a sufficient inventory of the spare parts of the Products
in
order to provide an efficient and satisfactory after-sales services.
Manufacturer shall advise Distributor of the required spare
parts.
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7.2
|
Manufacturer
shall supply to Distributor the spare parts of the Products so long
as
Distributor continues to purchase the Products pursuant to the terms
and
conditions of this Agreement and for eight (8) years after the last
shipment of the Products to Distributor.
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|
7.3
|
Manufacturer
agrees to supply North American standard power supplies and cables
with
all VP-II product shipments to the
Territory.
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Article
8. Product Warranty
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8.1
|
Manufacturer
shall warrant that Products will be free from defects in workmanship
and
materials, under normal use, for one year from the date of original
purchase by end users from Distributor or its authorized resellers.
If any
Products or any part(s) thereof are not found to be in compliance
with the
relevant specifications, Distributor shall return to Manufacturer
such
Products or part(s) thereof and Manufacturer shall deliver to Distributor,
free of commodity charge and delivery expenses, replacements for
such
Products or part(s) thereof. Manufacturer, however, shall have no
liability or obligation in connection with such Products or part(s)
thereof other than the obligation to replace such Products or part(s)
thereof.
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|
8.2
|
Manufacturer
shall attach the final inspection marks to the Products and parts
and
warrant that the Products at the time of shipment shall be free from
defects in material and workmanship. This warranty does not extend
to any
of the Products which are defective due to: (1) misuse, neglect,
an
accident or abuse caused by Distributor; (2) improper repair by
Distributor, or alteration or modification by Distributor in any
way; and
(3) use in violation of instructions provided by
Manufacturer.
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8.3
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Distributor
shall send to Manufacturer any claim in regard to any defect in connection
with such Products in writing with full description and detailed
explanations of the relevant
defect.
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Article
9. Distributor's Responsibility
|
9.1
|
Distributor
shall maintain adequate stocks of the Products throughout the Territory
to
provide timely delivery to customers. Distributor shall maintain
adequate
stocks of replacement parts, facilities and qualified mechanics throughout
the Territory and shall provide reasonable after-sale services to
its
customers.
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9.2
|
Distributor
shall undertake, on its own account, advertisement and sales promotions
of
the Products, and make its best efforts to achieve as large sales
volume
as possible of the Products in the Territory.
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9.3
|
If
any dealer or customer in the Territory who has purchased Products
from
Distributor submits any complaint to Manufacturer as to Products,
and
Manufacturer conveys such complaint to Distributor, then Distributor
shall
immediately investigate such complaint and take a proper
action.
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Article
10. Report
Distributor
shall make quarterly reports to
Manufacturer regarding the sales and market conditions in the Territory,
regarding the sales of the Products, the inventory of the Products and parts
thereof, general market conditions and other information the Manufacturer may
reasonably request.
Article
11. Proprietary
Rights
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11.1
|
Distributor
acknowledges that Manufacturer is the owner of any and all intellectual
property in association with the Products, including, without limitation,
trademarks, tradenames, designs, copyrights, know-how and patents
used on
or for, or otherwise embodied in the Products ("Proprietary Rights").
Nothing in this Agreement shall be deemed to transfer any right,
title or
interest in the Proprietary Rights to Distributor; provided, however,
that
upon obtaining prior written consent from Manufacturer, Distributor
may
represent itself as an authorized distributor of Manufacturer and
use the
trademarks and tradenames of Manufacturer for the distribution and
marketing of the Products in the Territory. Upon termination of this
Agreement for any cause, Distributor shall cease presenting itself
as a
distributor of the Products and cease using any of the Proprietary
Rights
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11.2
|
Distributor
shall not alter, deface, remove, cover or mutilate in any manner
the
trademarks, serial or model numbers, brand names of the Products
or
Manufacturer's names attached or affixed to any of the Products,
without
the prior written consent of
Manufacturer.
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11.3
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During
the course of conducting the marketing and distribution activities
in the
Territory for the Products, Distributor shall clearly state, in any
of its
marketing materials, that TechSphere Co., Ltd. is the original
manufacturer of the Products. Distributor shall obtain Manufacturer’s
prior written approval (including electronic mail as a valid approval
method) for any and all marketing materials designed and prepared
by
Distributor for the marketing and distribution of the Products including,
without limitation, leaflets, brochures and catalogs.; provided,
however,
that a marketing material that has a minor modification of an already
approved one and the modification does not damage the intent of this
provision, such a modification may be released without written approval
of
Manufacturer.
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11.4
|
Distributor
shall report to Manufacturer immediately any infringement or improper
or
unauthorized use of Manufacturer’s Proprietary Rights in the Territory
which come to Distributor’s
attention.
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11.5
|
Distributor
agrees to hold in trust and confidence all information arising from
or
relating to the Proprietary Rights (“Proprietary Information”) which
Distributor obtains directly or indirectly in connection with this
Agreement, and agrees not to use the Proprietary Information other
than to
carry out the purposes of this Agreement. Both parties agree that
the
scope of Proprietary Information is the one as defined in the
“Nondisclosure Agreement” executed between the parties as of [Oct. 4,
2002]. Distributor shall not disclose any such Proprietary Information
without Manufacturer’s prior written consent, to anyone other than
Distributor’s employees, contractors or agents who need to know such
Proprietary Information in order to carry out Distributor’s rights and
obligations under this Agreement and with whom Distributor shall
execute a
valid nondisclosure agreement.
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11.6
|
If
any third party brings an action against Distributor alleging that
Distributor’s resale, distribution or other disposition of the Products in
the Territory infringes any patent, trademark, trade names, designs,
copyright or any other intellectual property right of such third
party,
Distributor shall notify Manufacturer thereof immediately. Manufacturer
shall defend such action at its expense, provided that: (i) Manufacturer
shall have sole control of the defense of any such action and all
negotiations for its settlement or compromise; (ii) Distributor cooperates
fully with Manufacturer in its defense of the action; and (iii)
Manufacturer shall have no liability if the action results from the
use of
the Products for purposes or in an environment for which it was not
designed or intended, or due to modification of the Products, including,
but not limited to, combination with other equipment, by anyone other
than
Manufacturer.
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Article
12. Status of Distributor
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12.1
|
This
Agreement shall not be deemed in any way to create the relationship
of
principal and agent between Manufacturer and Distributor; and under
no
circumstances shall Distributor be considered to be the agent of
Manufacturer. Distributor shall not act or attempt to act, or present
itself, explicitly or implicitly, as an agent of Manufacturer. Distributor
shall not in any manner assume or make, or attempt to assume or make,
any
obligation, liability, representation, warranty or guarantee on behalf
of,
or in the name of Manufacturer.
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12.2
|
Distributor
shall at all times comply with all applicable laws, regulations,
and
orders of any government of the Territory or political subdivisions
thereof relating to or in any way affecting this Agreement and
Distributor's performance hereunder, including obtaining of any
required licenses, permits or approvals to perform Distributor’s
obligations under this Agreement.
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12.3
|
Distributor
shall not disclose to any third party, without the prior written
consent
of Manufacturer, or use for any purpose other than the performance
of its
obligations under this Agreement, any confidential information concerning
the Products or business affairs of Manufacturer (including, but
not
limited to, prices, discounts, terms and conditions) which it receives
directly or indirectly from Manufacturer, or which it acquires or
develops
in the course of its transactions with
Manufacturer.
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Article
13. Term
|
13.1
|
This
Agreement shall become effective upon signing and shall continue
to be in
full force and effect for a period of three (3) years from the date
hereof, unless earlier terminated pursuant to Article 14. After the
expiration of such three (3) year term, this Agreement shall be
automatically extended for successive three (3) year periods in
perpetuity, unless terminated by breach or default by either party.
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|
13.2
|
If
the term of this Agreement is extended in accordance with Article
13.1,
the quantity of the Products for the minimum purchase requirement
for such
renewed term shall be reviewed and the new quantity for the minimum
purchase requirement shall be agreed upon in writing by the parties
within
one (1) month after commencement of such renewed term. Such minimum
quantity shall not exceed an increase of 10 percent of the last year’s
quota of the previous three year’s purchases unless agreed to by
Distributor.
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Article
14. Termination
|
14.1
|
In
the event that one of the parties,
in
a material manner, defaults or breaches any of the provisions of
this
Agreement the other party shall have the right to terminate this
Agreement
by giving thirty (30) days written notice, provided, however, that
if
within
thirty (30) days
after receipt of said notice the defaulting or breaching party cures
the
said default or breach, then said notice shall not be
effective.
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14.2
|
Notwithstanding
Article 14.1, this Agreement shall automatically terminate, without
notice, by the occurrence of any one of the following
situations:
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(a)
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One
of the parties becomes bankrupt or insolvent, or is managed by
a receiver,
assignee or trustee, whether by voluntary act of the said party
or
otherwise;
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(b)
|
One
of the parties assigns or attempts to assign this Agreement or
any rights
hereunder without the written consent of the other party. This
consent
will not be unreasonably withheld;
|
|
(c)
|
One
of the parties ceases to function as a going concern or to conduct
its
operations in the normal course of
business.
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|
14.3
|
This
Agreement may be terminated thirty (30) days after a prior written
notice
of termination is given to Distributor, in any of the following
situations:
|
|
(a)
|
Distributor
fails to meet the minimum purchase requirement unless caused by material
conflicts or breach by Manufacturer of provisions of this Agreement,
despite the conflicts of any other provision in this Agreement;
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|
(b)
|
Distributor
is acquired by, or acquires, in whole or in part, a manufacturer
of the
products which in the reasonable judgment of Manufacturer competes
to a
material extent with the Products;
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14.4
|
After
this Agreement is terminated, all monies owed to Manufacturer by
Distributor shall become immediately due and payable. The termination
of
this Agreement shall be deemed to release Distributor or its successors
from any of Distributor’s obligations under this Agreement, except
Distributor’s obligations to pay such monies due and payable to
Manufacturers, if there is any.
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Article
15. Force Majeure
Neither
party shall be liable to the other party for nonperformance or delay in
performance of any of its obligations under the Agreement due to war,
revolution, riot, strike or other labor dispute, fire, flood, acts of government
or any other causes reasonably beyond its control. Upon the occurrence of such
force majeure condition the party which
is
unable to perform its obligations under this Agreement due to the occurrence
of
such force majeure condition shall immediately notify the other party thereof.
Immediately after such condition is removed or cured, such notifying party
shall
perform its obligation promptly unless such force majeure condition made such
performance permanently impossible.
Article
16. Governing Law
This
Agreement shall be interpreted and governed by the laws of the Republic of
Korea.
Article
17. Jurisdiction
With
respect to any judicial proceeding which include, without limitation, any claim,
litigation and hearing, arising out of this Agreement, the parties shall submit
to the exclusive jurisdiction of the Seoul District Court.
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Article
18. Miscellaneous Provisions
|
18.1
|
Notices
|
Any
notice required or permitted to be given hereunder shall be in writing, and
may
be given by personal service, registered airmail, or facsimile. The other party
shall confirm the receipt of such notice in writing by personal service,
registered airmail, or facsimile.
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18.2
|
Entire
Agreement and Amendments
|
This
Agreement constitutes the entire understanding of Manufacturer and Distributor
with respect to the subject matter hereof. No amendment, modification or
alteration of any term of this Agreement shall be binding on either party unless
the same shall be made in writing and executed by or on behalf of the parties
hereto.
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18.3
|
No
Assignment and Succession.
|
This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors. No assignment of this Agreement shall be valid
without the prior written consent of the other party hereto; this consent will
not be unreasonably withheld.
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18.4
|
Waiver
|
All
waivers hereunder must be in writing, and the failure of any party at any time
to require the other party's performance of any obligations under this Agreement
shall not affect the right of such party to subsequently require the performance
of the obligation of such other party. Any waiver of any breach of any provision
of this Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision or a waiver or modification of the
provision.
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18.5
|
Severability
|
If
any
one or more of the provisions contained in this Agreement shall be declared
invalid, illegal or unenforceable in any respect under any applicable law,
in
whole or in part, the validity legality and enforceability of the remaining
provision or portion of such provision shall not in any way be affected, and
be
valid and enforceable. In such case the parties hereto oblige themselves to
reach the intended purpose of the invalid provision by a new, valid and legal
stipulation.
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18.6
|
Headings.
|
The
section headings herein are intended for the purpose of convenience only and
shall not affect the construction or interpretation of any of the provisions
of
this Agreement.
|
18.7
|
Facsimile
delivery
|
The
parties may intend to sign and deliver this Agreement by facsimile transmission.
Each party agrees that the delivery of the Agreement by facsimile shall have
the
same force and effect as delivery of original signatures and that each party
may
use such facsimile signatures as evidence of the execution and delivery of
the
Agreement by all parties to the same extent that an original signature could
be
used.
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18.8
|
Indemnification
|
|
(a)
|
The
Manufacturer hereby agrees to indemnify, defend and hold harmless
the
Distributor, its directors, officers, employees and agents from
and
against all losses, liabilities, damages, deficiencies, costs or
expenses
(including reasonable fees and expenses of counsel and agents whether
or
not litigation has occurred and including the cost of enforcing
this
Section) (the “Losses”) incurred by the Distributor, its directors,
officers, employees and agents based on, arising out of, or otherwise
incurred in respect of any breach by Manufacturer of its obligations
under
this Agreement.
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|
(b)
|
The
Distributor hereby agrees to indemnify, defend and hold harmless
the
Manufacturer, its directors, officers, employees and agents from
and
against all Losses incurred by the Manufacturer, its directors,
officers,
employees and agents based upon, arising out of or otherwise incurred
in
respect of any breach by Distributor of its obligations under this
Agreement.
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|
18.9
|
Survival
|
Article
Articles 7.2, 7.3, 8.1, 8.2, 11.1, 11.5, 12.3, 14.4, 16,
17 and
18.8
shall
survive the expiration of the term of this Agreement or the termination of
this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their respective duly authorized officers.
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Distributor
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Manufacturer
|
|
By:
/s/ Xxxxx Xxxxxxx
|
By:
/s/ Xxxx X. Xxxx
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|
Print
Name:
Xxxxx Xxxxxxx
|
Print
Name: Xxxx X. Xxxx
|
|
Title:
President
|
Title:
President
|
|
By:
/s/ Xxxxx Xxxxxxx
|
|
|
Print
Name: Xxxxx
Xxxxxxx
|
|
|
Title:
Vice-President
|
TechSphere
proprietary
11
| |
|
Exhibit
A. Price List
Currency:
USD, Incoterms: EXW
|
VP-II
M
(per unit; order qty *)
VP-II
S (per unit; order qty *)
|
*
*
|
|
VP-II
NCU
users
*
*
*
VP-II
NCU-T
*
users
|
*
*
*
*
*
*
|
|
Hub
|
*
|
|
Repeater/Converter
|
*
|
|
VP-II
NetControl
*
*
|
*
*
|
|
VP-II
SDK
Running
license fee
|
*
*
|
TechSphere
proprietary
12
| |
|
ADDENDUM
TO DISTRIBUTORSHIP AGREEMENT
The
undersigned parties agree that this addendum (“Addendum”) is incorporated in and
made a part of the DISTRIBUTORSHIP AGREEMENT (“Agreement”) executed between
Techsphere
Co., Ltd. (hereinafter referred to as "Manufacturer") and Identica
Corp.
(hereinafter referred to as "Distributor"), on
[May
6,
2005]
and
that it shall be terminated
and/or
renewed under the same terms and conditions of the Agreement.
WITNESSETH
WHEREAS,
Manufacturer and Distributor have executed a DISTRIBUTORSHIP AGREEMENT
(“Agreement”)
on May
6,
2005;
WHEREAS,
based on mutual agreement, the Parties desire to extend the first year term
of
the Agreement; and
NOW,
THEREFORE, in
consideration of the promises and mutual agreements set forth herein, the
Parties agree to add the following clause in article 13:
Addendum
13.3
Based
on
mutual understanding, the 1st year term of the initial Agreement term shall
be
extended until December 31, 2006. The 2nd and 3rd year terms, however, shall
be
one-year period, respectively.
IN
WITNESS WHEREOF,
the Parties hereto have caused this Addendum to be executed by their respective
duly authorized officers as follows:
|
Manufacturer
|
Distributor
|
|
By:
/s/
Xxxx X. Xxxx
|
By:
/s/ Xxxxxx Xxxxxx
|
|
Print
Name: Xxxx
X. Xxxx
|
Print
Name: Xxxxxx Xxxxxx
|
|
Title:President/CEO
|
Title:
CEO
|
|
By:
/s/ Xxxxx Xxxxxxx
|
|
|
Print
Name: Xxxxx Xxxxxxx
|
|
|
Title:President
|
TechSphere
proprietary
13
