EXHIBIT 10.14
[LETTERHEAD OF IBM APPEARS HERE]
August 27, 1993
International CompuTex, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Mr. Xxxxxxx Xxxxx
Subject: Agreement No. ATLBPW171
Dear Xx. Xxxxx:
This letter, when signed by both parties, shall constitute an Agreement between
International Business Machines Corporation (IBM) and International Computex,
Inc. (you) under which you, as an independent contractor, will furnish certain
services and/or Deliverable Items to IBM. IBM will issue to you a purchase
order, and may issue to you additional purchase orders, referencing this
Agreement. Such purchase order(s) will incorporate all or part of the Scope of
Work set forth in this Agreement or will include a separate Scope of Work unique
to the specific purchase order. Such purchase order(s) shall constitute the only
authorization for you to take any action or expend any money for services and/or
Deliverable Items. The terms and conditions of this Agreement and those
contained in the purchase order(s) you accept shall apply to any such services
and/or Deliverable Items. In case of a conflict, the terms and conditions of
this Agreement shall prevail over those of the purchase order(s) issued
hereunder.
1. SCOPE OF WORK
-------------
1.1 You will furnish to IBM the services and/or Deliverable Items set
forth in Attachment A, which is attached to and made a part of this
Agreement. Your services may include collaboration with, and
assistance to, IBM personnel and/or others retained by IBM or for whom
IBM is performing services.
2. TERM OF SERVICE
---------------
2.1 The Term of this Agreement shall commence on the date that the last
party signs it and shall expire on December 31, 1994.
3. IBM COORDINATORS
----------------
3.1 Xx. Xxx Xxxxx will be the IBM Technical Coordinator unless IBM
specifies, in writing, a different IBM Technical Coordinator for a
specific purchase order. Her telephone number is (000) 000-0000. She
will be responsible for maintaining liaison with you and for
determining for IBM the adequacy, acceptability and fitness of the
services and/or Deliverable Items you furnish under each purchase
order.
IBM-ICI Agreement ATLBPW171 August 27, 1993
3.2 Xx. X. X. Xxxxx will be the IBM Contract Coordinator. His telephone
number is (000) 000-0000. You shall direct any matters pertaining to
this Agreement, including any changes to Attachment A, Scope of Work,
or the Scope of Work applicable to a specific purchase order, to the
IBM Contract Coordinator by telephone or by mail to the following
address:
IBM Corporation/H1OR1
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
4. COMPENSATION
------------
4.1 IBM will pay you for the services and/or Deliverable Items you furnish
to IBM in accordance with the provisions of each Purchase Order issued
under this Agreement and accepted by you.
5. INVOICE TO IBM
--------------
5.1 You must submit invoices to IBM for the services and/or Deliverable
Items furnished. IBM shall make payment to you within 30 days after
receipt of your invoices.
5.2 All invoices shall be addressed to IBM Corporation and forwarded to:
IBM Accounts Payable
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Each invoice will identify:
. Your charges
. A statement of the services and/or Deliverable Items
furnished to IBM
. Agreement Number ATLBPW171
. Applicable Purchase Order Number
5.3 A copy of all invoices are required to be mailed to the IBM
Technical Coordinator at the following address:
IBM Corporation
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xx. Xxx Xxxxx/WG12G
6. CONFIDENTIAL INFORMATION
------------------------
6.1 The term "Confidential Information" shall mean all information and/or
material obtained by you from, or disclosed to you by, IBM 1) which
relates to IBM's or its Subsidiaries' past, present or future
research, development or business activities and 2) which has been
identified to you at the time of disclosure as the confidential
IBM-ICI Agreement: AILBPW171 August 27, 1993
information of IBM. It shall also mean any Deliverable Items described
in attachment A of this Agreement and any appendices or other
documents attached hereto, and any other items you prepare for and
submit to IBM in connection with services you furnish under this
Agreement, including drafts and associated materials. The term
"Confidential Information" shall not mean any information which 1) is
previously known to you without obligation of confidence, 2) is
publicly disclosed by IBM either prior or subsequent to your receipt
of such information, or 3) is rightfully received by you from a third
party without obligation of confidence.
6.2 For a period of three (3) years from the date of disclosure or
receipt, you agree to hold all such Confidential Information in trust
and confidence for IBM and not to use such Confidential Information
other than for the benefit of IBM. Except as may be authorized by IBM
in writing, for such period of time, you agree not to disclose any
such Confidential Information, by publication or otherwise, to any
person other than those persons whose services you require for
purposes of carrying out the terms of this Agreement, who have a need
to know such Confidential Information and who agree in writing to be
bound by, and comply with, the provisions of this Section.
6.3 Upon termination or expiration of this Agreement, you shall return to
IBM all written or descriptive matter, including, but not limited to,
drawings, blueprints, descriptions or other papers, documents, tapes
or any other media, which contain any such Confidential Information.
In the event of loss of any item containing such Confidential
Information, you shall promptly notify IBM in writing.
6.4 You agree not to make any copies of any writings, documents or other
media containing the Confidential Information provided to you by IBM
without the prior written permission of IBM.
6.5 You agree to secure all writings, documents and other media that
embody such Confidential Information in locked files at all times when
not in use to prevent its loss or unauthorized disclosure, and to
segregate such Confidential Information at all times from the material
of others. IBM agrees to pay all reasonable costs you incur in
accomplishing the foregoing. All such costs must be agreed to by IBM,
in writing, prior to any expenditure by you.
6.6 For purpose of this Agreement, "Subsidiary" shall mean a corporation,
company or other entity:
1) more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) are; or
IBM-ICI Agreement ATLBPW171 August 27, 1993
2) which does not have outstanding shares or securities, as may be the
case in a partnership, joint venture or unincorporated assoclation,
but more than fifty percent (50%) of whose ownership interest
(representing the right to make the decisions for such corporation,
company or other entity) is;
now or hereafter, owned or controlled, directly or indirectly, by a party
hereto, but such corporation, company or other entity shall be deemed to be
a Subsidiary only so long as such ownership or control exists.
7. RIGHTS IN DATA
--------------
7.1 All of the Deliverable Items described in Attachment A, Scope of Work,
of this Agreement and any other items you prepare for and submit to
IBM under this Agreement (collectively referred to herein as
"Deliverable Items") shall belong exclusively to IBM and shall be
deemed to be works made for hire. To the extent that any of the
Deliverable Items may not, by operation of law, be works made for
hire, you hereby assign to IBM the ownership of copyright in such
Deliverable Items. IBM shall the right to obtain and hold in its own
name copyrights, registrations and similar protection which may be
available in such Deliverable Items. You agree to give IBM or its
designees all assistance reasonably required to perfect such rights.
7.2 To the extent that any of your preexisting materials are contained in
the Deliverable Items, you grant to IBM an irrevocable, nonexclusive,
worldwide, royalty-free license to: 1) use, execute, reproduce,
display, perform, distribute (internally or externally) copies of, and
prepare derivative works based upon, such preexisting materials and
derivative works thereof; and 2) authorize others to do any, some or
all of the foregoing.
7.3 Should you and IBM mutually agree that there is a requirement to
include in the Deliverable Items the materials of a third party, you
agree to obtain all necessary rights and/or licenses from such third
party at your expense and cost. The terms and conditions of such
rights and licenses are subject to IBM's approval and must, at a
minimum, enable IBM to: 1) use, execute, reproduce, display, perform,
distribute (internally and externally) copies of, and prepare
derivative works based upon, such materials of a third party and
derivative works thereof; and 2) authorize others to do any, some or
all of the foregoing.
7.4 No license or right is granted to you, either expressly or by
implication, estoppel or otherwise, to publish, reproduce, prepare
derivative works based upon, distribute copies of, publicly display,
or perform any of such Deliverable Items, except your preexisting
materials, either during or after the term of this Agreement.
IBM-ICI Agreement ATLBPW171 August 27, 1993
8. INVENTIONS
----------
8.1 "Invention" shall mean any idea, design, concept, technique,
invention, discovery or improvement, whether or not patentable, made,
solely or jointly by you and/or your employees, or jointly by you
and/or your employees with one or more of IBM's employees, during the
term of this Agreement and in the performance of services hereunder,
provided that either the conception or reduction to practice occurs
during the term of this Agreement and in the performance of services
hereunder.
9. INVENTION RIGHTS
----------------
9.1 You shall promptly make a complete written disclosure to IBM of each
Invention, specifically pointing out the features or concepts which
you believe to be new or different.
9.2 You hereby assign to IBM, its successors and assigns, any said
Invention together with the right to seek protection by obtaining
patent rights therefore and to claim all rights of priority
thereunder, and the same shall became and remain IBM's property
whether or not such protection is sought.
9.3 You shall, upon IBM's request and at IBM's expense, cause patent
applications to be filed thereon, through solicitors IBM designates,
and forthwith assign all such applications to IBM, its successors and
assigns. You shall give IBM and its solicitors all reasonable
assistance in connection with the preparation and prosecution of any
such patent applications and shall cause to be executed all such
assignments and other instruments and documents as IBM may consider
necessary or appropriate to carry out the intent of this Section.
9.4 To the extent that IBM has the right to do so, IBM hereby grants to
you an irrevocable, nonexclusive, non-transferable and fully paid-up
license throughout the world under any said Inventions assigned to IBM
pursuant to this Section, and under any patents throughout the world
issuing thereon, including reissues, extensions, divisions and
continuations thereof; provided, however, that such license is not
applicable to any Inventions, patent applications or patents related
to appearance designs.
9.5 Nothing contained in this Agreement shall be deemed to grant, either
directly or by implication, estoppel or otherwise, any License under
any patents or patent applications arising out of any other inventions
of either party.
10. RECORDS
-------
10.1 You shall maintain complete and accurate accounting records, in a form
in accordance with sound accounting practices, to substantiate your
charges under applicable purchase orders. Such records shall include
payroll records, job cards, attendance cards and job summaries. You
shall retain such records for a period of one (1) year from the date
of final payment hereunder.
IBM-ICI Agreement ATLBPW171 August 27, 1993
10.2 IBM shall have access to such records for purposes of audit during
normal business hours during the term of this Agreement and during
the period in which you are required to maintain such records as
provided herein.
11. YOUR AGREEMENT WITH EMPLOYEES
-----------------------------
11.1 You will have an appropriate agreement with each of your employees,
and all others whose services you may secure to perform hereunder,
sufficient to enable you to comply with all of the terms of this
Agreement.
12. YOUR EMPLOYEES
--------------
12.1 You agree to take appropriate preventive steps, before the assignment
of any of your employees to perform work under this Agreement, that
you reasonably believe will ensure that your employees, and your
subcontractors' employees at any level, will not engage in
inappropriate conduct while on IBM premises. Inappropriate conduct
shall include, but not be limited to: 1) being under the influence
of, or affected by, alcohol, illegal drugs or controlled substances;
2) the manufacture, use, distribution, sale or possession of alcohol,
illegal drugs or any other controlled substance except for approved
medical purposes; 3) the possession of a weapon of any sort; and/or
4) harassment, threats or violent behavior. Violation of this
provision may result in termination of this Agreement and any other
remedy available to IBM at law or in equity.
12.2 Personnel you supply will be deemed your employees and will not for
any purpose be considered employees of agents or IBM. You assume full
responsibility for the actions of such personnel while performing
services pursuant to the purchase order(s) issued hereunder. You
shall be solely responsible for their supervision, daily direction
and control, payment of salary (including withholding of income taxes
and social security), worker's compensation, disability benefits and
the like.
12.3 You agree to provide IBM any information about your personnel that
IBM is required by law to obtain, including information, on "leased
employees" and "management services organizations," as these terms
are discussed in Xxxxxxx 000 (x), (x) and (o) of the U.S. Internal
Revenue Code.
12.4 You warrant that no individual who is a former officer or employee of
the Department of Defense (DoD), who:
1) left DoD service on or after April 16, 1987; and
2) served in a civilian position for which the rate of pay is equal
to or greater than the minimum rate of pay for Grade GS-13; or
served in the Armed Forces in a pay grade of U-4 or higher, shall
be employed or compensated for services rendered under this
Agreement within two years after they left service in DoD,
without specific written approval of IBM. If you request such
approval,
IBM-ICI Agreement ATLBPW171 August 27, 1993
you agree to provide IBM with any information needed to comply
with 10 USC 2397 b and c.
12.5 IBM may, at its sole discretion, request that you remove any
specified employee(s) of yours from IBM's premises, and that they not
be reassigned to any IBM premises under this Agreement. No reason is
required of IBM for such request. You hereby agree to take action
immediately to remove such specified employee(s), and to see that
reassignment does not occur.
12.6 You shall inform IBM when you plan to assign a former IBM employee to
perform work under this Agreement, whether or not on IBM premises.
IBM reserves the right to approve or disapprove the assignment.
12.7 Nothing contained in this Agreement shall be construed as granting to
you or any employee of yours rights under any IBM employee benefit
plan.
12.8 You agree to distribute the following notice on sexual harassment to
any of your employees who are assigned to work on IBM premises:
"IBM is committed to providing a work environment free from sexual
harassment. Sexual harassment is unwelcome sexual conduct which has
the purpose of effect or unreasonably interfering with an
individual's work performance or which creates an offensive or
hostile work environment.
"If you believe that you have been the victim of sexual harassment
while working on IBM premises, you are encouraged to report such
incidents directly to your employer and directly to IBM by calling
IBM Corporate Security at 8/251-4885 or (000) 000-0000 between 8:30
a.m. and 4:30 p.m. Eastern time. If you are calling long distance
from outside IBM, you may call this number collect.
"All complaints to IBM of such conduct will be investigated promptly
and dealt with appropriately."
12.9 Your letter to IBM dated August 21, 1993, which describes the actions
you will take to comply with Section 12.1 above, as requested in
IBM's letter dated August 23, 1993, is incorporated herein by
reference and made a part hereof.
12.10 IBM shall have access to the documentation necessary to verify
compliance with your commitment in Section 12.9 above.
13. WARRANTIES
----------
13.1 You represent and warrant the originality of the Deliverable Items
described in Attachment A, Scope of Work, and any other
IBM-ICI Agreement ATLBPW171 August 27, 1993
items you prepare for and submit to IBM under this Agreement, and that
no portion of such items, or their use or distribution, violates or is
protected by any copyright or similar right of any third party, except
as provided in Section 7.3.
13.2 You represent and warrant that you are under no obligation or
restriction, nor will you assume any such obligation or restriction,
which would in any way interfere or be inconsistent with, or present a
conflict of interest concerning, the services and/or Deliverable Items
to be furnished by you under this Agreement.
13.3 In providing your services under this Agreement, you understand that
IBM does not wish to receive from you any information which may be
considered confidential and/or proprietary to you and/or to any third
party. You represent and warrant that any information you disclose to
IBM is not confidential and/or proprietary to you and/or to any third
party.
14. U.S. LAWS
---------
14.1 You agree to comply, and do all the things necessary for IBM to
comply, with all applicable Federal, state and local laws, regulations
and ordinances, including, but not limited to, the Foreign Corrupt
Practices Act; the Immigration Reform and Control Act of 1986, as
amended; and the Regulations of the United States Department of
Commerce relating to the export of technical data; insofar as they
relate to the services to be performed under this Agreement. You agree
to obtain all required government documents and approvals prior to
export of any technical data disclosed to you or the direct product
related thereto.
14.2 You represent that you are not subject, either directly or indirectly
(by affiliation or any other connection with another party), to any
order issued by any agency of the United States Government revoking or
denying, in whole or in part, your United States export privileges.
You agree to notify IBM immediately in the event you become subject to
any such order.
14.3 You agree that, for the purpose of compliance with the requirements of
the Occupational Safety and Health Act of 1970, services performed for
IBM shall be deemed entirely within your responsibility. You will
notify IBM promptly, in writing, if a charge of non-compliance with
the Act has been filed against you in connection with services being
performed hereunder on IBM owned or leased premises.
15. GENERAL PROVISIONS
------------------
15.1 Any terms of this Agreement which by their nature extend beyond its
expiration or termination will remain in effect until
IBM-ICI Agreement ATLBPW171 August 27, 1993
fulfilled and will apply to respective successors and assignees of
the parties.
15.2 You may not employ subcontractors in connection with services
provided hereunder, nor assign this Agreement, without the prior
written approval of IBM.
16. TERMINATION AND CANCELLATION
----------------------------
16.1 IBM may terminate this Agreement at any time upon 30 days prior
written notice to you. Any outstanding purchase orders shall
terminate upon termination of this Agreement.
16.2 Purchase orders issued by IBM under this Agreement and accepted by
you may be cancelled by IBM, without further liability thereunder, on
10 days written notice.
16.3 In the event of cancellation, termination or expiration of any
purchase order issued hereunder, all work in process thereunder in
your possession shall be forwarded to IBM, and IBM shall make payment
at the applicable rates for satisfactory services performed to the
effective date of cancellation, termination or expiration of such
purchase order. In no event shall such payment exceed the amount due
for complete performance of such purchase order.
16.4 Payments which may have been made to you in advance, which are in
excess of such amounts due for satisfactory services actually
performed, shall be returned by you to IBM within 30 days following
the cancellation, termination or expiration date, to the address
listed below:
IBM Corporation
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attn: Xx. X. X. Xxxxx/HIOR1
17. LIMITATION OF LIABILITY
-----------------------
17.1 IBM SHALL NOT BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS OR OTHER
INCIDENTAL OR ECONOMIC CONSEQUENTIAL DAMAGES UNDER ANY PART OF THIS
AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, IBM SHALL NOT BE LIABLE FOR ANY DELAYS, LOSSES OR ANY
OTHER DAMAGES WHICH MAY RESULT FROM THE FURNISHING OF ANY EQUIPMENT,
DOCUMENTATION, PROGRAMS, MATERIALS OR SERVICES UNDER THIS AGREEMENT,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. ACCEPTANCE
----------
18.1 Services and/or Deliverable Items you furnish under this Agreement
shall be subject to final review and acceptance by IBM based upon
this Agreement and its attachments, and final payment shall not be
due before such acceptance. Any deficiencies found
IBM-ICI Agreement ATLBPW171 August 27, 1993
during such review shall be corrected by you and subject to repeat
review before acceptance of the work. Any claims which IBM may have
pursuant to this Agreement shall survive inspection, acceptance and
payment in full.
19. INSURANCE
---------
19.1 You shall maintain comprehensive general and vehicular liability
insurance coverage for bodily injury (including death) and property
damage caused by or arising out of the acts or omissions of your
employees. Certificates of such insurance shall be made available to
IBM, if requested, at the commencement of this Agreement and at the
renewal date or dates of all such insurance policies for as long as
this Agreement remains in effect. In no event shall any such
insurance be cancelled without prior written notice to IBM.
20. INDEMNIFICATION AND ATTORNEY FEES
---------------------------------
20.1 You will, at your expense, defend IBM and its customers against any
claims resulting from:
a) a breach or alleged breach of your warranties under the Section
entitled "Warranties" of this Agreement;
b) any alleged or actual infringement by any Deliverable Items, or
any preexisting works from which any Deliverable Items are
prepared, of a patent, copyright, trademark or other intellectual
property right, privacy or similar right of any third party, in
any country in the world, except that you shall have no indemnity
obligation for any claim alleging infringement of any trademark
(including any trade name, product name or similar right)
resulting from the use of any name or xxxx selected by IBM or IBM
Subsidiaries; and
c) your failure to comply with any governmental law, statute,
ordinance, administrative order, rule or regulation.
You will pay all costs, damages and attorney fees that a court or
other competent authority finally awards as a result of such a claim.
To qualify for such defence and payment, IBM must 1) give you prompt
written notice of any such claim and 2) allow you to control, and
fully cooperate with you in, the defense and all related settlement
negotiations.
20.2 You agree to indemnify and save IBM harmless from and against any and
all claims (including costs of litigation and attorney fees) for
personal injury or death to persons and damage to property (including
IBM's property) arising out of or in connection with or resulting
from operations under this Agreement to the extent that such
injuries, deaths or damage are caused by you or any of your
subcontractors or by anyone directly or indirectly employed by you or
by them.
IBM-ICI Agreement ATLBPW171 August 27, 1993
21. IBM TRADEMARKS
--------------
21.1 Notwithstanding any other provision of this Agreement, you are not
granted hereunder any rights to use any of IBM's trademarks or trade
names, or to refer to this Agreement or the services and/or
Deliverable Items furnished hereunder, directly or indirectly, in
connection with any product, service, promotion or publication,
without the prior written approval of IBM.
22. NEW YORK LAW
------------
22.1 This Agreement shall be construed, and the legal relations between
the parties hereto shall be determined, in accordance with the laws
of the State of New York.
23. SOLE AGREEMENT
--------------
23.1 This Agreement shall supersede all prior agreements and
understandings between the parties regarding the subject matter
hereof. Only a written agreement signed by authorized persons can
modify this Agreement. Once signed, any reproduction of this
Agreement made by reliable means (for example, photocopy or
facsimile) will be considered an original.
If the provisions stated herein are understood and acceptable to you, please
sign and date this Agreement in the spaces provided below, and return one copy
to Xx. X.X. Xxxxx/HIOR1, X.X. Xxx 0000, Xxxxxxx, Xxxxxxx 00000-0000, within five
(5) days after receipt.
AGREED TO:
INTERNATIONAL COMPUTEX, INC. INTERNATIONAL BUSINESS
MACHINES CORPORATION
BY:/s/ Xxxxxx X. Xxxxx BY: /s/ B.P. Walls
------------------------- ---------------------------
B.P. Walls
TITLE: PRESIDENT TITLE: SENIOR BUYER
---------------------- ------------------------
DATE: 8/30/93 DATE: 8/27/93
----------------------- -------------------------
IMB-ICI Agreement ATLBPW171 August 27, 1993
ATTACHMENT A
IBM REQUIREMENTS
----------------
A. Provide your assistance, on an as required basis, for various programming
services.
B. Specific service requirements will be set forth in a Scope of Work when
purchase orders are issued on a project fee basis or a time and material
basis.
[LETTERHEAD OF IBM APPEARS HERE]
July 15, 1994
International CompuTex, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xx. Xxxx Xxxxx
Subject: Agreement No. ATLBPW171
Amendment No. 1
Dear Xx. Xxxxx:
Refer to the above Agreement number and make the additions, deletions, and/or
modifications hereinafter set forth:
1. The expiration date contained within Section 2, TERM OF SERVICE, is hereby
changed from December 31, 1994 to December 31, 1995.
Except as hereby amended, all terms and conditions of this Agreement shall
remain the same.
If this amendment is understood and acceptable to you, please sign and return
one copy within five (5) working days after receipt to:
Xx. Xxxxx Xxxxx
IBM Corporation
Purchasing Department/H10G1
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
AGREED TO:
INTERNATIONAL COMPUTEX, INC. INTERNATIONAL BUSINESS
MACHINES CORPORATION
BY: /s/ Xxxx Xxxxx BY: /s/ B.P. Walls
---------------- -----------------
Xxxx Xxxxx B.P. Walls
TITLE: TITLE: Senior Buyer
DATE: 07/15/94 DATE: 07/15/94
-------------- ---------------
[LETTERHEAD OF IBM APPEARS HERE]
January 23, 1996
Xx. Xxxx Xxxxx
International CompuTex, Inc. (ICI)
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Subject: Amendment #2 to the IBM/International CompuTex Agreement
#ATLBPW171
Dear Xx. Xxxxx:
The purpose of this letter is to amend the subject Agreement by extending its
term.
In order to accomplish this, Section 2, TERM OF SERVICE, shall be amended by
deleting December 31, 1995 and and substituting December 31, 1996.
All other terms and conditions of the Agreement remain in full force and effect.
If you are in agreement with this Amendment, kindly have the enclosed three
copies of this Amendment signed on behalf of ICI by an authorized person and
return within ten days, two copies of this letter to Contracts Administration,
Department 509/B002, IBM Corporation, Xxxx Xxxxxx Xxx 00000, Xxxxxxxx Xxxxxxxx
Xxxx, Xxxxx Xxxxxxxx 00000. Please retain one copy for your records.
Very truly yours, Accepted and Agreed to:
INTERNATIONAL BUSINESS MACHINES INTERNATIONAL COMPUTEX, INCORPORATED
CORPORATION
By: [SIGNATURE ILLEGIBLE] By: /s/ Xxxx Xxxxx
---------------------------- ----------------------------
Name: Xxxxxxx Xxxxx Name: Xxxx Xxxxx
-------------------------- --------------------------
Title: Associate Buyer Title: President
------------------------- -------------------------
Date: January 23, 1996 Date: 03/01/96
-------------------------- --------------------------
[LETTERHEAD OF IBM APPEARS HERE]
August 7, 1996
Xx. Xxxx Xxxxx
International CompuTex, Inc. (ICI)
0000 Xxxxx Xxxx xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Subject: Amendment [WORD ILLEGIBLE] to the IBM/International CompuTex
Agreement ATLBPW171
Dear Xx. Xxxxx:
The purpose of this letter is to amend the subject Agreement by extending its
term.
In order to accomplish this, Section 2, TERM OF SERVICE, shall be amended by
deleting December 31, 1996 and and Substituting December 31, 1997.
All other terms and conditions of the Agreement remain in full force and effect.
If you are in agreement with this Amendment, kindly have the enclosed three
copies of this amendment signed on behalf of IBM by an authorized person and
return within two days, two copies of this Letter to Governors Administration,
Department 509/8802, IBM Corporation, Post Office for 00000, Xxxxxxxx Xxxxxxxx
Xxxx, Xxxxx xxxxxxxx 00000. Please retain one copy for your records.
Very truly yours, Accepted and Agreed to:
INTERNATIONAL BUSINESS MACHINES INTERNATIONAL COMPUTER, INCORPORATED
CORPORATION
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxx
--------------------------- -------------------------------------
Name: Xxxxxxx Xxxxx Name: Xxxx X. Xxxxx
------------------------- -----------------------------------
Title: Association Buyer Title: Director of R & D
------------------------ ----------------------------------
Date: 8/22/96 Date: [ILLEGIBLE]
------------------- -----------------------------------
