FedEx
Federal Express
Latin America and Caribbean Division
VOICE ENABLED CUSTOMER SERVICE APPLICATION AGREEMENT
This agreement (the "Agreement") is made as of the date of execution, between
Federal Express Corporation ("FedEx"), a Delaware company, with a mailing
address at 000 Xxxxxxxxx Xxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000, and Intraco
Systems, Inc, a corporation existing under the laws of the State of Nevada
("Contractor" or "Intraco"), with a mailing address at 0000 XXX Xxxx., Xxxxx
000, Xxxx Xxxxx, XX 00000.
TERMS AND CONDITIONS
1 Scope of Work
Subject to all of the terms and conditions of this Agreement, FedEx agrees to
purchase and the Contractor agrees to provide the Voice Enabled Customer Service
Application System ("VECSA System") described and specified in Contractor's
proposal. The Contractor agrees to furnish all services, labor, materials,
documentation, equipment, and software to install, test the VECSA System,
integrate it to existing FedEx databases and systems and to provide the required
training, warranties and maintenance. Contractor shall abide by the FedEx
specifications and instructions regarding the performance of this Agreement.
Contractor hereby acknowledges that all customers developed through the
performance of this Agreement, if any, are seeking the services of FedEx, thus,
all customer contacts are solely the property of FedEx.
2 Term
The term of this Agreement shall commence on the date of execution by duly
authorized representatives of the parties (the "Effective Date"), and shall
continue thereafter for six (6) months after FedEx's Final Acceptance of the
VECSA System. This Agreement may be renewed, but shall not be renewed
automatically, for an additional six (6) month period, subject to the
requirements for renewal provided herein. Renewals shall be agreed upon by the
parties in writing and executed by duly authorized representatives of the
parties, and shall be subject to the terms and conditions of this Agreement,
especially those regarding early termination. In the event a renewal of this
Agreement is not duly executed by the parties, the parties agree that the terms
and conditions of this Agreement in its entirety will be applicable to the
relationship between them, that the Agreement shall be a month-to-month
fixed-term engagement, and such relationship shall be subject to the termination
provisions set forth herein. Either party shall be entitled to terminate the
engagement at any time, without cause, by giving notice of its intent to
terminate the Agreement thirty (30) days prior to the desired termination date.
FedEx shall be under no obligation whatsoever to continue this Agreement, beyond
any agreed term, and Contractor shall not be entitled to any severance payment,
damages, or compensation in any form or manner based upon, or due to, FedEx's
decision not to so continue or extend this Agreement. FedEx reserves the right,
at its sole discretion, to enter into similar agreements with third parties, and
Contractor shall have no claim to participate in such traffic or to share in any
compensation paid by FedEx therefor. FedEx shall be entitled to execute
Agreements of a nature similar to this Agreement with other parties.
3 Payments
Payments shall be made in accordance with the terms specified in the exhibits to
this Agreement. Payments do not constitute whole or partial acceptance of the
VECSA System; acceptance shall only occur by formal written notice to that
effect.
3 Termination
Either party has the right to terminate this Agreement if the other party is in
default of any material obligation or representation of this Agreement, which
substantially xxxxx the non-defaulting party, and which default is incapable of
cure or which, being capable of cure, has not been cured within twenty (20) days
after receipt of written notice of such default (or such additional cure period
as the non-defaulting party may authorize). Default, however, does not
automatically terminate this Agreement.
Contractor shall also be deemed in default if the VECSA System exhibits defects
causing serious disruption of use and/or repeated periods of downtime,
notwithstanding Contractor's remedial or maintenance efforts. Any delay in
fulfilling Contractor's tasks in delivering a functioning VECSA System is a
material default.
In the event of any such default by Contractor, FedEx shall serve notice thereof
upon the Contractor. In addition to the foregoing, FedEx shall be entitled to
all remedies available in law in the event of any default of the Contractor or
in equity.
4 Termination by virtue of acts of insolvency
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FedEx may terminate this Agreement by written notice if Contractor becomes
insolvent, makes a general assignment for the benefit of creditors, suffers or
permits the appointment of a receiver for its business or assets, becomes
subject to any proceeding under any bankruptcy or insolvency law whether
domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
5 Force Majeure, Suspension and Termination
In the event that either party is unable to perform its obligations under this
Agreement, or to enjoy any of its benefits because of (or if loss of the VECSA
System is caused by) natural disaster or actions or decrees of governmental
bodies (hereinafter referred to as a "Force Majeure Event" or the "Event"), the
party who has been so affected immediately shall give notice to the other party
and shall do everything possible to resume performance. Upon receipt of such
notice, this Agreement shall be immediately suspended. If the period of
non-performance exceeds fifteen (15) days from the receipt of notice of the
Force Majeure Event, the party whose ability to perform has not been so affected
may terminate this Agreement by giving written notice. If such Event shall
affect the Final Acceptance or warranty schedules of this Agreement, such date
or warranty period shall automatically be extended for a period equal to the
duration of such Event.
6 Notice of Termination
Termination of this Agreement must be by written notice to the other party
specifying the date when the termination shall be effective.
7 Conduct upon Expiration or Termination
In the event this Agreement is terminated prior to its expiration because of
default or violation of the terms of the Agreement by the Contractor, within
fourteen (14) days after notification by FedEx, Contractor shall remove all
hardware, restore the premises to its prior condition. There shall be no
obligation on the part of FedEx to make any further payments.
8 Time Is of the Essence
The VECSA System is critical to the smooth operations of FedEx. Customers
require the functionality provided by the VECSA System, the lack of which
directly equates to lost revenues for FedEx. It is critical that Final
Acceptance of the VECSA system occurs at the time required by FedEx. Therefore,
FedEx and the Contractor agree that time is of the essence.
9 Confidential Information
As used herein, "Confidential Information" means (i) the terms and provisions of
this Contract and any related documents delivered concurrently herewith, and
(ii) all FedEx computer hardware, all software, all data, reports, analyses,
compilations, studies, interpretations, forecasts, records and other materials
(in whatever form maintained, whether documentary, computer storage or
otherwise) that contain or otherwise reflect information concerning the FedEx
System, FedEx Services or the services of any of FedEx's subsidiaries or
affiliates, or any portion thereof, that FedEx may provide to Contractor in
connection with this Contract ("Provided Information"), together with all data,
reports, analyses, compilations, studies, interpretations, forecasts, records or
(iii) other materials (in whatever form maintained, whether documentary,
computer storage or otherwise) prepared by Contractor after receiving Provided
Information that contain or otherwise reflect or are based upon, in whole or in
part, any Provided Information or that reflect the review of, interest in, or
evaluation of all or any portion of the transactions contemplated by this
Contract and any related documents delivered concurrently herewith ("Derived
Information"). As used herein, "Agents" means, collectively, the respective
directors, employees, controlling persons or attorneys of the parties. As used
herein, the term "person" shall be broadly interpreted to include, without
limitation, any corporation, partnership, trust or individual; the term
"Receiving Party" shall mean the Contractor; and the term "Disclosing Party"
shall mean FedEx.
Contractor hereby agrees that all Confidential Information shall be kept
confidential and shall not, without the prior written consent of FedEx, be
disclosed by the Contractor in any manner whatsoever, in whole or in part, other
than to Contractor's Agents, and shall not be used, directly or indirectly, for
any purpose other than in connection with this Contract and not in any way
inherently detrimental to FedEx. Moreover, Contractor agrees to reveal
Confidential Information only to its Agents if and only to the extent that such
Agents, have a strict need to know such Confidential Information for the purpose
of the Contractor satisfying its obligations under this Contract and are
informed of the confidential nature of the Confidential Information and agree to
be bound by the terms and conditions of this Contract. The Contractor shall be
responsible for any breach of this Contract by its Agents (including Agents who,
subsequent to the first date of disclosure of Confidential Information
hereunder, become former Agents). Moreover, Contractor shall take all reasonably
necessary measures to restrain its Agents (and former Agents) from unauthorized
disclosure or use of the Confidential Information.
Notwithstanding anything in this Contract to the contrary, Confidential
Information shall not include any information which (1) at the time of
disclosure to Contractor is generally available to and known by the public
(other than as a result of any disclosure made
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directly or indirectly or other action or inaction by the Contractor or anyone
to whom the Contractor or any of its Agents transmit or transmitted any
Confidential Information); (2) becomes publicly available in the future (other
than as a result of a disclosure made directly or indirectly or other action or
inaction by the Contractor or anyone to whom the Contractor or any of its Agents
transmit or have transmitted any Confidential Information); (3) was available to
the Contractor or its Agents on a non-confidential basis from a source other
than the FedEx or any of its subsidiaries or affiliates or any of their
respective Agents providing such information (provided that to the best of the
Contractor's knowledge, after due inquiry, such source is not or was not bound
to maintain the confidentiality of such information);
In the event that Contractor or Contractor's Agents become legally compelled (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose any of the Confidential Information of
FedEx, Contractor shall, unless prohibited by law, provide FedEx prompt prior
written notice of such requirement so that it may seek a protective order or
other appropriate remedy, or both, or waive compliance with the terms of this
Contract. In the event that such protective order or other remedy is not
obtained, or FedEx waives compliance with the provisions hereof, the Contractor
agrees to furnish only such portion of the Confidential Information that the
Contractor is advised by written opinion of FedEx's counsel is legally required
to be furnished by it and shall exercise its reasonable best efforts to obtain
reliable assurance that confidential treatment shall be accorded such
Confidential Information.
Contractor hereby agrees that all such Confidential Information will be forever
treated and maintained by said party as strictly confidential and, except in the
performance of its obligations hereunder, Contractor will not at any time
disclose any such Confidential Information to any third party or use such
confidential information for any purpose whatsoever without FedEx's prior
written consent. Furthermore, Contractor shall safeguard any and all of FedEx's
property entrusted to its care, including, without limitation, all promotional
materials, lists, storage media (e.g., floppy discs and compact discs) and,
after its use thereof, said party shall return same to the other party.
It is recognized and hereby acknowledged that any breach or violation by
Contractor of any or all of the covenants or agreements set forth above may
cause irreparable harm or damage to FedEx's business, the monetary amount of
which may be virtually impossible to ascertain. As a result, Contractor agrees
that FedEx shall be entitled to an injunction issued by any court of competent
jurisdiction enjoining and restraining any and all breaches or violations of
such covenants by the Contractor or its associates, affiliates, partners,
employees, agents or designees, either directly or indirectly, and that such
right to an injunction shall be cumulative and in addition to whatever other
remedies FedEx may possess at law or in equity. Nothing contained herein shall
be construed to prevent FedEx from seeking and recovering from the Contractor
damages sustained by it as a result of any breach or violation by Contractor of
any of the covenants or agreements contained herein. This provision shall
survive the expiration or earlier termination of this Contract.
Contractor shall refrain from duplicating the FedEx's Confidential Information
for any purpose other than for the performance of its obligations under this
Contract and for the benefit of FedEx; or use the FedEx's Confidential
Information for any reason or purpose other than as expressly permitted in this
Contract.
Upon termination of this Contract or if either party so requests, the Contractor
shall return to FedEx or destroy all copies of the Confidential Information in
its possession and the possession of its Agents and will destroy all copies of
any Derived Information; provided, however, that this Contract will continue to
apply to the Confidential Information and/or Derived Information contained or
reflected in such copies.
Each party shall be solely responsible for any information that such party
provides to the other party, and the receiving party shall be deemed to act as a
passive conduit for the other party's online distribution and publication of
such information. Notwithstanding the foregoing, each party may, subject to the
provisions established herein, take any action with respect to such information
that it deems reasonably necessary or appropriate, in its sole discretion, if
such party believes such information may create liability for it. Each party
will use its best efforts to ensure that its information does not contain any
viruses or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information.
10 Risk of Loss
FedEx is relieved of any liability for loss or damage to equipment or software
during periods of transportation, installation and possession from the Effective
Date until the termination of this Agreement.
11 Agreement Administration
Xxxxx X. Xxxxxx is the only officer authorized to execute any amendments to this
Agreement.
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FedEx shall designate a Project Manager to be responsible for managing FedEx's
responsibilities and resources under this Agreement, and who shall be
responsible for all coordination with the Contractor. The Project Manager shall
also be responsible for reviewing all Contractor Invoices, auditing Contractor
records as required, inspecting Contractor's work, and handling all other
day-to-day project matters for FedEx.
The Project Manager shall be the following individual; provided that FedEx may
change this assignment by written notification to Contractor:
Xxxxx Xxxxxxxx
000 Xxxxxxxxx Xxx
Xxxxx, Xxxxxxx 00000
(000) 000-0000
The Project Manager shall have the right to correct, in writing, any clerical,
mathematical or minor errors or omissions in the specifications when such
corrections are necessary for the proper fulfillment of their intention.
12 Meetings
After execution of the Agreement, technical, scheduling and status meetings will
be held. These meetings will be for the purpose of, but not limited to
establishing the project schedule, establishing design and functional details,
and establishing delivery, installation, testing, and maintenance of hardware
and software.
Meetings will be scheduled as needed to complete project milestones. The
Contractor agrees to provide the services of his technical representatives for
meetings requested by FedEx for a reasonable purpose or particular need at no
additional cost to FedEx.
13 Licenses, Permits and Approvals
The Contractor must apply for and obtain all licenses, permits and approvals
from any relevant regulatory agencies. The cost of all licenses, permits and
approvals shall be borne by the Contractor.
14 Inspections and Corrections
Contractor's performance shall be subject to inspection and testing by FedEx at
any time. However, FedEx is not responsible for managing the project and the
Contractor is not relieved of its responsibility for inspecting, testing, and
correcting its work to comply with FedEx's specifications. Contractor shall
assist in any such inspection by the Project Manager or his/her designee to
allow a determination of Contractor's compliance with the specifications for
this project. Such inspections shall not unduly interfere with Contractor's
performance.
If the Project Manager or his/her designee determines that the Contractor's
performance is not in compliance with the specifications and requirements of
this Agreement, FedEx may require the Contractor to correct the performance at
no additional cost to FedEx.
If the Contractor fails to correct the performance within a reasonable period of
time, FedEx shall have the right to correct the performance by whatever means it
chooses and may deduct the cost thereof from any sums due to Contractor.
15 No Subcontractors
The Contractor may not enter into subcontracts with third parties for its
performance of any part of the Contractor's duties and obligations; and in no
event shall the existence of a subcontract operate to release or reduce the
liability of the Contractor to FedEx for any breach in the performance of the
Contractor's duties. The Contractor agrees to hold FedEx harmless hereunder for
any loss or damage of any kind occasioned by the acts or omissions of the
Contractor's subcontractors, their agents, or employees.
16 Protection or Persons and Property
Contractor at all times shall protect FedEx's property from injury or loss
arising in connection with this Agreement. Contractor shall take all necessary
precautions for the safety of employees and shall comply with all applicable
provisions of federal, state, and local
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laws, codes and regulations to prevent accidents or injury to persons on, about
or adjacent to any premises where work is being performed.
Contractor shall erect and properly maintain at all times all necessary
safeguards for the protection of Contractor's employees, FedEx employees, and
the public.
17 Site Inspection and Preparation
The Contractor has inspected FedEx's sites and facilities for the installation
of the VECSA System, finding it acceptable for that purpose.
18 Final Acceptance
FedEx shall certify its Final Acceptance after the VECSA System has successfully
completed all testing. Final payment to the Contractor will be made after Final
Acceptance.
19 Training and Documentation
Contractor shall provide FedEx at no additional charge with all assistance,
detailed documentation and technical information (including updates), advice and
training required by FedEx. FedEx shall have the right to reproduce all
documentation.
20 Warranties
Contractor warrants, for a period of twelve (12) consecutive months after the
Final Acceptance Date, that the VECSA System and any and all products furnished
under this Agreement will be free from defects in design, material and
workmanship, that it will be in full conformity with Contractor's published
specifications, drawings, or samples, that it will function in accordance with
specifications contained in this Agreement, that it will continue to function in
compliance with the standard of performance initially required during the
Acceptance Test, and that Contractor will make all necessary adjustments repairs
and replacements to maintain the VECSA System in such condition at no cost to
FedEx.
If Contractor is not the original equipment manufacturer, Contractor shall pass
through all manufacturers' equipment warranties to FedEx.
The Contractor warrants that the products proposed to and acquired by FedEx
under this Agreement are new and of current manufacture, and that it has no
current plans for announcing a replacement line which would be marketed by
Contractor as replacements for the products contained herein and would result in
reduced support for the product line within which the VECSA System furnished to
FedEx is contained.
The Contractor warrants and represents that the VECSA System is the sole and
exclusive property of Contractor or that Contractor is authorized to provide
full use of the VECSA System to FedEx as provided herein and that said VECSA
System is not subject to any lien, claim, or encumbrance inconsistent with any
of FedEx's rights under this Agreement and that FedEx is entitled to, and shall
be able to enjoy, quiet possession and use of the VECSA System without
interruption by Contractor or any person claiming under or through Contractor or
by right of paramount title.
Contractor warrants that it has full power and authority to grant the rights
granted by this Agreement to FedEx without the consent of any other person.
In the event of any claim by a third party against FedEx asserting a patent,
copyright, trade or secret, or proprietary right violation involving the VECSA
System acquired by FedEx hereunder, Contractor will defend, at its expense, and
will indemnify FedEx against any loss, cost, expense, or liability arising out
of such claim, whether or not such claims is successful. In the event a final
injunction or order shall be obtained against FedEx's full use of the VECSA
System as a result of such claims, suits or proceedings, and if no further
appeal of such ruling is practicable, Contractor shall, at FedEx's option and at
Contractor's expense, (1) procure for FedEx the right to continue full use of
the VECSA System; or (2) replace or modify the same so that it becomes
non-infringing (which modification or replacement shall not affect the
obligation to ensure the VECSA System conforms with applicable specifications);
or (3) if the product is purchased and (1) or (2) above are not practicable,
re-purchase the product from FedEx at the same price paid by FedEx.
If the VECSA System is leased, licensed, or rented, and (1), (2) or (3) above
are not practicable, remove such VECSA System from FedEx's site(s) and pay FedEx
promptly after notification for all direct and consequential damages suffered by
FedEx as a result of the loss of the infringing product and any other whose
continued utility to FedEx is adversely affected by the removal of the
infringing product, and hold FedEx harmless from any further liability therefor
under any applicable Order, Settlement, or other
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agreement. In no event shall FedEx be liable to Contractor for any lease,
rental, or maintenance payments after the date, if any, that FedEx is no longer
legally permitted to use the VECSA System because of such actual or claimed
infringement. In the event removal or replacement of the VECSA System is
required pursuant to this Paragraph, Contractor shall use reasonable care in the
removal or modification thereof and shall, at its own expense, restore FedEx's
premises as nearly to their original condition as is reasonably possible.
Contractor warrants that the VECSA System, and the manufacture and production
therefore, are in compliance with any and all applicable laws, rules, and
regulations.
21 Maintenance
The Contractor shall provide Full Maintenance Services for equipment and
software for the VECSA System. Contractor shall (1) Provide scheduled preventive
maintenance during normal business hours based on the specific needs of the
equipment or software, in the minimum number of hours, and at the frequency set
forth in the preventive maintenance schedule approved by FedEx. Preventive
maintenance shall include adjustments, lubrication, cleaning, replacement of
defective parts, correction and retrofitting for engineering changes. Preventive
maintenance work shall be scheduled with the Project Manager; (2) Provide
unscheduled, on-call remedial maintenance as required for inoperative equipment
or software; (3) Provide maintenance materials, tools, documentation, physical
planning manual, diagnostic and test equipment necessary for the maintenance
services described herein. Contractor shall furnish FedEx with a central
telephone number where notice shall be given of the need for equipment or
software remedial maintenance. This telephone service shall be available 24
hours a day, seven days a week.
In response to calls for service, Contractor shall provide and bear the cost of
parts and labor required to maintain the equipment and software in accordance
with the warranty provisions hereof, and the specifications and performance
capabilities contained in the Agreement between the parties, or any updated
version of the same. Maintenance includes determining the cause of failure,
removing, repairing or replacing parts or elements as necessary in order to
conform with the warranty provisions hereof, delivering and reinstalling the
parts, and placing the equipment or software back into service.
All parts shall be furnished on an exchange basis and will be new standard parts
or parts warranted as new. Each part shall meet or exceed the specifications of
the manufacturer of the unit in which the part is installed and shall be free of
defects in title, material, and workmanship.
The Contractor shall provide all materials, tools, diagnostic/test equipment,
and documentation needed to perform the specified maintenance services.
Contractor shall maintain, at FedEx's site, a written remedial and preventive
maintenance and repair log.
For each incident of equipment or software defect or malfunction, Contractor
shall record therein at least the date and time notified, the date and time of
arrival, the date, time, duration of all maintenance work performed, a
description of the cause for the work, diagnostic reports of correction,
adjustments, or updates, and a description of the work performed.
FedEx shall have unlimited access to this log.
The services shall be performed in a timely and workmanlike manner, using only
qualified and certified (if applicable) maintenance engineers and technicians
who are familiar with the equipment and software they are servicing, and their
operation, and the services shall conform to the standards generally observed in
the industry for similar services.
All Contractor agents, subcontractors, and employees who will have access to
FedEx information by developing, installing, testing and maintaining equipment
and software may be screened by FedEx. FedEx shall have the right to request
replacement of Contractor personnel, for any cause.
Contractor shall supply two sets of specialty tools required for routine
maintenance of the VECSA System which an electronic maintenance person working
regularly in the field would not normally have available. The Contractor shall
provide to FedEx such current diagrams, schematics, manuals, specifications,
listings and other documents necessary for the maintenance. There shall be no
additional charge for said maintenance documents.
Contractor shall provide a letter guaranteeing the availability of all necessary
parts for the maintenance and growth of the VECSA System for a five (5) year
period after Final Acceptance. This guarantee letter shall be provided prior to
Final Acceptance.
Contractor shall maintain a supply of spare parts on FedEx's site adequate to
make emergency repairs. Contractor shall maintain any other spare parts
necessary to repair the VECSA System at a location in FedEx of installation from
which parts can be obtained
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within four (4) hours. Any parts not available locally shall be shipped FedEx on
the same day. This service shall be available 365 days a year.
These maintenance provisions covers all causes of equipment and software
malfunction resulting in downtime.
22 Field Changes
The Contractor shall provide for on-site Field Changes for all products supplied
to FedEx on the same basis that they are furnished to other customers using the
same type of equipment and software. Contractor shall report to FedEx on a
periodic basis not greater than once each quarter the existence of all Field
Changes that have been made available by Contractor for the products supplied to
FedEx. For purposes of this paragraph, Field Changes shall refer to changes that
are applied generally to the product line which FedEx's products are in and
which are intended to correct a defect or omission, to increase reliability, to
enhance the functionality, to improve the logic, or to make any other
improvement in any equipment or software that is supplied to FedEx under this
Agreement. Such periodic report shall include an estimate of the time necessary
to install each such Field Change; the schedule for implementing, and the effect
of installing each Field Change on the functionality of FedEx's VECSA System.
FedEx reserves the right to require Contractor to modify the schedule for
installing Field Changes to accommodate FedEx's needs.
22 Software Licenses
The Contractor hereby grants FedEx a nonexclusive, nontransferable and perpetual
license to use the software required for the VECSA System, including related
documentation under each program element thereof. The software licensed shall
include any improvements, additions, or modifications of the version or versions
of the software which the Contractor has licensed FedEx to use and materials
related thereto and all materials, documentation and technical information
provided to FedEx in written form for use in connection with the software.
FedEx may modify or adapt any portion of software or documentation for its own
use and at its own expense to meet its specific requirements. Such modifications
or adaptations of software or documentation made by FedEx shall remain the
property of FedEx.
In the event that Contractor shall cease doing business, shall be declared
bankrupt or shall fail to perform its obligations under this Agreement, or if
any software provided under this Agreement enters the public domain, then the
license granted under this Agreement shall be terminated and all right, title
and interest in the software shall immediately be vested in FedEx without
payment of any compensation to the Contractor and the escrow agent shall deliver
the source code and documentation to FedEx upon FedEx's request.
Contractor shall make software modifications, including improvements and program
changes, available to FedEx prior to or at the same time such modifications are
available to any of Contractor's customers.
Improvements in the software (which shall mean any additions or modifications
made by Contractor or the software vendor to or in the software at any time
after installation) which improve the efficiency and effectiveness of the basic
program functions and which do not change such functions or create one or more
new ones, shall be furnished to FedEx at no charge. Installation of improvements
shall be done only with FedEx's approval.
If, at any time after installation, Contractor or the software vendor shall
develop any changes in the software which change the basic program functions of
the software or add one or more new ones, FedEx shall have the right to obtain
such program changes at the lesser of (i) Contractor's or the software vendor's
standard prices then in effect for installing such changes, or (ii) the
difference between the then current price of the software including such changes
and the applicable fees and charges for the software reflected herein.
23 Price Protection
The Contractor warrants that of the prices, terms, warranties and benefits
granted by Contractor herein are comparable to or better than the equivalent
terms beings offered by Contractor to any present commercial customer. If the
Contractor shall, during the term of this Agreement, enter into arrangements
with any other customer providing greater benefits or more favorable terms, this
Agreement shall thereupon be deemed amended to provide the same to FedEx. The
Contractor shall promptly notify FedEx of any Agreements so executed.
24 Amendments
The parties reserve the right to amend or modify this Agreement. Amendments to
this Agreement shall be in writing and executed by both parties.
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25 Choice of Exclusive Contracting Place, Governing Law and Venue
The country of United States shall be deemed the place of contracting hereunder,
and the rights and obligations of the parties under this Contract shall be
exclusively governed by and construed and enforced in accordance with the
internal laws of Florida, without regard to any of its conflict of law
provisions or principles, or the conflict of laws provision of any other
jurisdiction. In the event a suit is instituted, the parties hereby submit to
the exclusive jurisdiction of the courts of Florida in respect to any suit or
other proceeding brought in connection with or arising out of this Contract and
venue shall be in Miami-Dade County, Florida.
26 Assignment
The rights and responsibilities of Contractor under this Agreement may not be
assigned or transferred without the express, prior written consent of FedEx.
Failure to provide consent or to reject any assignment shall not be construed as
acceptance or waiver of FedEx's rights to reject any assignment. FedEx may
assign its rights, obligations or both, partially or in its entirety, to a
successor entity or individual. Notwithstanding the prohibition on assignments
by Contractor, this Agreement, and all of the benefits and obligations thereof,
shall be binding upon and shall be enforceable by against the parties-hereto and
their respective successors, assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the parties), subject to the early termination
provisions contained in this Agreement.
27 Binding effect
The provisions, covenants and conditions in this Agreement apply to bind the
parties, their legal heirs, representatives, successors, and assigns.
28 Remedies
All remedies available to either party for breach of this Agreement are
cumulative and may be exercised concurrently or separately, and the exercise of
any one remedy shall not be deemed an election of such remedy to the exclusion
of other remedies.
29 Headings
Sections headings are included in the Agreement for convenience only and do not
change, modify, or limit any right or obligation of this Agreement.
30 Independent Contractor
The Parties acknowledge that it is not now, nor was it ever their intent, to
enter into a commercial agency agreement. The Parties further acknowledge that
this Contract is intended to be a services agreement, and that Contractor shall
not be entitled to receive any severance compensation or other payment as a
result of the termination of this Contract. The Parties agree that this Contract
is entered into on a principal-to-principal basis and that Contractor is an
independent contractor acting for its own account and at its sole risk.
Contractor shall not be the agent, representative, distributor or
attorney-in-fact of FedEx. Contractor shall have no authority whatsoever to act
in the name of or on behalf of FedEx, or to bind FedEx in any way.
Notwithstanding the foregoing, if contrary to the intentions of the Parties,
this Contract should be deemed for whatever reason to be a commercial agency,
representation, distribution or other similar legal figure, Contractor hereby
expressly waives any and all rights it may have to claim or receive any benefit
not envisioned in the Contract which may be provided for in existing or future
laws, decrees, or regulations applicable to the Parties. Except as otherwise
contemplated by this Contract, the time, manner, method and place of performance
of each party's obligations under this Contract shall be determined by such
party in its own discretion and judgment.
Contractor acknowledges that this Contract does not grant or create, and shall
not be construed as granting or creating, a franchise or an exclusive right to
the FedEx Services or an agency relationship of any kind, be it general,
commercial agency or otherwise, joint venture, or partnership between FedEx and
Contractor, or a master-servant, employer-employee, or any similar relationship
between FedEx and Contractor, its employees, servants, agents or related
individuals or entities.
Neither party shall have authority to bind, nor shall it attempt so to bind, the
other party or its affiliates to any contract, or the performance of any
obligation, nor represent to third parties that it has any right to enter into
any binding obligation on behalf of the other party or its affiliates, it being
intended that each party shall remain an independent contractor responsible for
its own actions.
Contractor's initials:/s/ WN
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FedEx's initials: /s/ HF
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-8-
FEDEX
FEDERAL EXPRESS
It is expressly understood that Contractor is the sole and exclusive employer of
its employees for the purposes of any applicable laws and regulations, and that
Contractor is exclusively responsible for the payment of all salaries, benefits,
taxes, contributions, dismissal indemnities or any other obligations payable to
its employees; and to any government or any agency or subdivision of such
government as a result of the discharge of Contractor's obligations or by reason
of the Contract or its termination. Accordingly, neither FedEx nor any of its
affiliates shall be liable to Contractor, any of Contractor's employees, or to
any government or any agency or subdivision of such government for any taxes,
indemnities, losses or payments of any kind arising from the employment,
discharge or use of any person or organization for the purpose of satisfying
Contractor's obligations under this Contract or which may arise by virtue of its
termination. In addition, the parties agree that Contractor shall not be liable
to FedEx, any of FedEx's employees, or to any government of or any agency or
subdivision of such government for any taxes, indemnities, losses or payments of
any kind arising from the employment, discharge or use of any person or
organization for the purpose of satisfying FedEx's obligations under this
Contract or which may arise by virtue of its termination.
31 Hold Harmless
Contractor agrees to indemnify, defend and hold harmless FedEx, its corporate
parent, its sister companies, its customers, and their respective directors,
officers and employees, from any and all liabilities, damages, losses, expenses,
demands, claims suits or judgments, including reasonable legal fees and
expenses, of any nature, incurred by a third party because of claims relating to
or arising from this Agreement or a violation thereof, use of Contractor or
FedEx's web site or FedEx's proprietary information or the placement or
transmission of any message, information, software or other materials on FedEx's
web site by any third party; any violation of the intellectual property rights
of any third party under copyright, trademark or patent law of the United States
or under applicable foreign laws or international treaties/conventions; or
arising in any manner out of Contractor's execution and/or performance under
this Agreement or its relations with any users, potential and actual, including,
without limitation, liability arising from problems of any nature in any way
related to this Agreement. If FedEx seeks indemnification under this Agreement,
FedEx shall give notice to Contractor promptly after FedEx has actual knowledge
of any demand, claim, suit or judgment as to which indemnity may be sought
("Claim"), and the Contractor shall be obligated (at Contractor's sole expense)
to assume the defense of such Claim. Contractor agrees that (i) counsel for
Contractor who shall conduct the defense of such Claim must be satisfactory to
FedEx; (ii) FedEx may participate in such defense, and may hire its own counsel
in addition to the Contractor's counsel; and (iii) FedEx's omission to give
notice as provided in this section shall not relieve Contractor of its
indemnification obligations under this Agreement. Contractor shall not, except
with FedEx's approval, consent to entry of any judgment or administrative order
or enter into any settlement, that (i) could affect FedEx's business interests;
or (ii) does not include as an unconditional term of settlement, the giving by
the claimant or plaintiff to FedEx of a release from all liability with respect
to such Claim.
32 Ownership
Title to and ownership of the equipment being purchased shall pass to FedEx on
the Final Acceptance Date.
33 Notices
Notices provided for under this Agreement shall be made in writing and shall be
delivered personally or by FedEx, to the addresses provided below. Notice given
electronically or via fax shall be confirmed in writing as set out above.
If to Company:
INTRACO SYSTEMS
0000 XXX XXXX. XXXXX 000
XXXX XXXXX, XX 00000
Telephone: (000) 000-0000
Attention: XXX XXXXXX
If to FedEx:
FedEx
-------------
000 XXXXXXXXX XXX
XXXXX 0000
XXXXX, XX 00000
Attention: XXXXX XXXXXX
With a copy to:
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-9-
FEDEX
FEDERAL EXPRESS
Federal Express Corporation
Legal Department
Latin America and Caribbean Division
000 Xxxxxxxxx Xxx, Xxxxx 0000
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Regional Counsel
34 Security and Access Restrictions
Access to FedEx facilities will be restricted to personnel who have received a
security clearance from FedEx. Access may also be restricted with respect to the
time and day. Restricted access shall not result in additional charges to FedEx
for overtime or schedule delays.
35 Severability
Any invalidity, in whole or in part, of any provision of this Agreement shall
not affect the validity of any other of its provisions.
36 Storage of Materials
Proper and safe storage of any materials shall be the responsibility of the
Contractor and FedEx will not be responsible for loss of or damage to materials,
tools, appliances, or work arising from acts of theft, vandalism, malicious
mischief or other causes unless such loss or damage results from negligence of
FedEx.
37 Waiver
No term of provision hereof shall be deemed waived and no breach excused unless
such waiver or consent shall be in writing and signed by the party claimed to
have waived or consented. Any consent by any party to, or waiver of, a breach by
the other whether expressed or implied, shall not constitute a continuing waiver
of or consent to, or excuse for any different or subsequent breach.
38 Authority
Each party has full power and authority to enter into and perform this
Agreement, and the person signing this Agreement on behalf of each party has
been properly authorized and empowered to enter into this Agreement. The parties
to this Agreement acknowledge that it is a negotiated agreement, that they have
had the opportunity to have this Agreement reviewed by their respective legal
counsel, and that the terms and conditions of this Agreement are not to be
construed against any party on the basis of such party's draftsmanship thereof.
39 Entire Agreement
This Agreement contains the entire agreement between the parties and supersedes
all prior agreements between the parties, whether written or oral. No
representations, inducements, promises, or agreements which are not embodied
herein shall be of any force or effect. No change, addition, or amendment shall
be made to this Agreement except by a written modification signed by both the
parties hereto. This Agreement may not be modified, amended, varied, waived,
explained, added to, extended, changed in any way, except by a written
instrument executed by a person authorized to execute such an instrument on
behalf of both Contractor and FedEx.
40 Survival
The provisions of this Agreement which by their nature extend beyond the
expiration or earlier termination of the Agreement will survive and remain in
effect until all obligations are satisfied. Specifically, the Contractor's
obligations to indemnify FedEx shall survive this Agreement.
Federal Express Corporation Intraco Systems, Inc.
By: /s/ XXXXX XXXXXX By: /s/ XXXX XXXXXXXX
------------------ ----------------------
Name: XXXXX XXXXXX Name: XXXX XXXXXXXX
------------------ ----------------------
Title: VP OF IT Title: CEO
------------------ ----------------------
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-10-
FEDEX
FEDERAL EXPRESS
Date: 10-31-2000 Date: 10/30/00
---------------------- ---------------------
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-11-
FEDEX
FEDERAL EXPRESS
-------------------------------------------------------------------------------
Exhibit 1
to the
VECSA System Agreement
between
Intraco Systems, Inc.
and
Federal Express Corporation
dated November 1, 2000
FEDEX VOICE ENABLED CUSTOMER SERVICE APPLICATION
APPLICATION DESCRIPTION:
The Fed Ex Voice Enabled Customer Service application will be initially designed
to handle inbound calls into the Puerto Rico call center to request (schedule) a
package pickup. Customers will use the system to "Schedule a Pick-Up" in the
initial release of the service or they may be directed to a "Live Agent" if they
so choose. This is a complete speech recognition and IVR system that is driven
by voice either in English or Spanish. FedEx will have the option of choosing
another second language engine, other than Spanish as appropriate for the
country where service is being implemented.
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-12-
FEDEX
FEDERAL EXPRESS
-----------------------------------
|SYS: Thank You for calling |
|FedEx. For English prompts say |
|English or press 1. For Spanish |
|prompts say Spanish or press 2. |
-----------------------------------
| |
| |
------- ------
| |
| |
--------------------- ---------------------
| Caller: English or| | Caller: Spanish or|
| DTMF 1 | | DTMF 2 |
| (Reco) | | (Reco) |
| | | |
--------------------- ---------------------
| |
| |
--------------------- ---------------------
|SYS: To schedule | |SYS: To schedule |
|a pickup say | |a pickup say |
|schedule pickup | |schedule pickup |
|or press 1. For | |or press 1. For |
|all other services | |all other services |
|say Customer | |say Customer |
|Representative or | |Representative or |
|press 2. | |press 2. |
--------------------- ---------------------
| | | |
| | | |
-------| |------ -------| |-------
| | | |
------------------- ------------------ ------------------- -------------------
|CALLER: | |CALLER: | |CALLER: | |CALLER: |
|SCHEDULE A | |CUSTOMER REP OR | |SCHEDULE A | |CUSTOMER REP OR |
|PICKUP OR DTMF 1 | |DTMF 2 | |PICKUP OR DTMF 1 | |DTMF 2 |
| (RECO) | |(RECO) | | (RECO) | | (RECO) |
------------------- ------------------ ------------------- -------------------
| | | |
| | | |
| | | |
--------------- --------------- --------------- ---------------
|GOTO:SCHEDULE| | GOTO: | |GOTO:SCHEDULE| | GOTO: |
| COMPONENT | | LIVE AGENT | | COMPONENT | | LIVE AGENT |
| | | | | | | |
\ / \ / \ / \ /
\ / \ / \ / \ /
\ / \ / \ / \ /
| | | |
MODULAR APPLICATION DESIGN
The system is designed for additional plug in menu application modules for
Tracking Information, International Shipping Information, Drop Off Information,
US Rates, and Order Supplies. As FedEx determines a need for added capabilities
Intraco will design and integrate the additional modules on a per project basis.
All of the testing of new modules will be performed in Intraco's test facility
and approved by FedEx before moving them into FedEx production systems. Average
rollout time for a new module will be 45 days.
MULTI-LANGUAGE CAPABILITY
The system for FedEx Puerto Rico will provide the caller with the option to
proceed in English or Spanish. FedEx will have the option to choose English and
one additional language of choice for those countries where Spanish is not
required. This capability in the future can be expanded. The languages supported
by Intraco Systems are as follows: American English, Australian English,
Canadian French, Cantonese, European French, German, Italian, Japanese,
Mandarin, Portuguese (tuned for Brazil), Spanish, Swedish, and UK English.
LOCATION OF EQUIPMENT
In the interest of reducing line charges, Intraco has agreed to co-locate the
hardware required to provide this service in a facility designated by FedEx and
approved by Intraco. Intraco will retain title to all of the necessary
equipment. Intraco personnel will be granted access to equipment as necessary to
maintain a fully operational system for FedEx. Preferred means of access into
the system is a 24-hour internet connection. Intraco will use this connection to
backup ODR logs and perform messaging in the event the system has an error or
failure.
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-13-
FEDEX
FEDERAL EXPRESS
REDUNDANT SERVERS
In the interest of getting the servers up quickly and cost effectively, Intraco
Systems will install one server and will not provide redundancy. Intraco systems
will use the capability of the Nortel Option 11 to route incoming calls to the
live agents in the event the Intraco server fails. In the event of system
failure Intraco Systems will have the servers back online within 48 hours of
time of notification of failure. If FedEx chooses to have redundant servers
Intraco Systems will have the servers up and running within one month of receipt
of the order.
APPLICATION SCRIPTING & DATABASE INTEGRATION
Intraco Systems software development staff will meet with FedEx personnel to
determine the appropriate customized scripts for future components that will be
added to the FedEx Puerto Rico system and final approval of Schedule a Pickup
Component. FedEx will be tasked with providing Intraco Systems software
development staff with an interface to the FedEx database for scheduling a
pickup. Intraco Systems will work with FedEx staff to help define the interface.
Once a module has been finalized and signed off by FedEx, the completed module
can be utilized in any country without additional development costs. If however,
FedEx wishes to modify the module scripts or integration features, these
requested modifications will be made at $150.00 per hour of work required. New
or changed voice prompts requested by FedEx will be charged at $15 per prompt.
[TECHNICAL DIAGRAM OMITTED]
MAINTENANCE
Intraco Systems will be required to maintain the server and software. The cost
of this maintenance is built into the per call cost to FedEx. Intraco Systems
will be responsible for the following:
a. Proper recognition of numbers and selected keywords used as
commands in the call flow. Intraco Systems will tune this
application to the highest accuracy rate possible.
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-14-
FEDEX
FEDERAL EXPRESS
b. 24 x 7 monitoring of system software. FedEx will provide
Intraco Systems with a stable internet connection that is up
24 x 7 in order for Intraco Systems to provide this service.
c. If any part of the "Voice Enabled Customer Service
Application" software fails, Intraco Systems will be required
to fix the problem within 48 hours of time of notification.
d. In the case of hardware failure Intraco Systems is responsible
to have the hardware fixed or replaced within 72 hours of
notification of problem.
Intraco Systems is not responsible for maintaining the following
a. Monitoring of the local PBX and the digital connection to the
Intraco Systems hardware.
b. Monitoring and maintaining the network connectivity to the
local LAN.
c. Monitoring and maintaining connectivity with the FedEx
database in Memphis.
d. Monitoring and maintaining backup power for the Intraco
Systems server.
e. Monitoring and maintaining proper call overflow.
DEVELOPMENT TIMELINE
English Prototype - 2 weeks from contract signature date.
English Prototype is defined as followed:
a. Working prototype running in an Intraco Systems data center of
choice.
b. Fully functional "Schedule a Pickup" component working with
English prompts and Speech Recognition Technology.
c. FedEx personnel will call into the system to confirm the look
and feel of the interface. Intraco will make minor changes to
the system call flow to meet FedEx requirements.
English / Spanish Prototype - 4 weeks from contract signature date
English / Spanish Prototype is defined as followed
a. Working prototype running in an Intraco Systems data center of
choice.
b. Fully functional "Schedule a Pickup" component working with
both English and Spanish prompts and Speech Recognition
Technology.
Production System Operational - 6 weeks from contract signature date
Production System Operational is defined as followed:
a. Working production server located in the FedEx Puerto Rico
call center.
b. Intraco Systems will not be responsible for the server not
being in production due to fault of FedEx. Intraco Systems
will deliver a working and tested server and qualified
personnel to bring the server on line. FedEx will have
appropriate Personnel and hardware available for the Intraco
server to interface with.
c. Intraco Systems will not take responsibility for missing the
deadline due to problems with access to the FedEx personnel or
facilities.
COST PROPOSAL
Cost includes "Schedule a Pick-up" application development and testing, fine
tuning, and integration into existing FedEx database.
$50,000 (one time cost). Module may be used in any country, in any number of
countries, at no additional cost.
$25,000 is due at time of contract signing
$25,000 balance due at Final Acceptance by FedEx and prior to set up and turn up
of service
TRANSACTION COSTS
Starting with the first day of service to customers, Intraco will provide two
(2) months of service at no transaction cost. For the balance of this contract,
the following fee schedule will apply regarding total monthly calls processed
and confirmed:
CALL RANGE MONTHLY CALLS PRICE/CALL AMOUNT
0-0000 0000 $ 1.00 $ 3,500.00
3501-4500 4500 $ 0.85 $ 3,825.00
4501-5500 5500 $ 0.75 $ 4,125.00
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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FEDEX
FEDERAL EXPRESS
5501-6500 6500 $ 0.65 $ 4,225.00
6501-7500 7500 $ 0.60 $ 4,500.00
7501-8500 8500 $ 0.55 $ 4,675.00
8501-9500 9500 $ 0.50 $ 4,750.00
9501-10500 10500 $ 0.49 $ 5,145.00
10501-11500 11500 $ 0.48 $ 5,520.00
11501-12500 12500 $ 0.47 $ 5,875.00
12501-13500 13500 $ 0.46 $ 6,210.00
13501-14500 14500 $ 0.45 $ 6,525.00
14501-15500 15500 $ 0.44 $ 6,820.00
15501-16500 16500 $ 0.43 $ 7,095.00
16501-17500 17500 $ 0.42 $ 7,350.00
17501-18500 18500 $ 0.41 $ 7,585.00
18501-19500 19500 $ 0.40 $ 7,800.00
19501 and above 20500 $ 0.39 $ 7,995.00
CHARGES WILL APPLY TO THE FOLLOWING CALLS:
Calls completed and processed by the Voice CSA System where a scheduled pick up
is confirmed.
Calls partially processed, data is captured and transferred to a FedEx call
center agent, will be at 50% of scheduled rate.
FEDEX WILL NOT BE CHARGED ANY MONEY FOR THE FOLLOWING CALLS:
Calls routed to a live agent as the first choice of the caller.
Calls routed to a live agent anywhere during the call process where Intraco
cannot deliver any captured caller content.
FedEx will provide Intraco a detailed pick up confirmation report to reconcile
against the Call Detail Records processed by the Intraco Voice CSA System.
TRAVEL AND SET UP COST PER LOCATION
$2500.00 for first day.
$1400.00 per day, thereafter.
Estimated time per location - 3 to 5 days
The following Intraco personnel are the only officers authorized to execute any
amendments to this Agreement.
Xxxx Xxxxxxxx, CEO
Xxxx Xxxxxx, President
Xxx Xxxxxx, CFO
Xxxxxx Xxxxxx, VP Sales
DISCLAIMER OF WARRANTIES AND REPRESENTATIONS
THE INTRACO SOFTWARE IS PROVIDED UNDER THIS AGREEMENT ON AN "AS IS" BASIS.
COMPANY ACCEPTS ALL RISKS AND LIABILITIES ASSOCIATED WITH ITS USE AND BEARS THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE INTRACO SOFTWARE. INTRACO
DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR
IMPLIED), WITH RESPECT TO THE INTRACO SOFTWARE, DOCUMENTATION, OR ANY PART
THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-16-
FEDEX
FEDERAL EXPRESS
WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR
BY COURSE OF DEALING. IN ADDITION, INTRACO EXPRESSLY DISCLAIMS ANY WARRANTY OR
REPRESENTATION TO ANY PERSON OR THIRD PARTY WITH RESPECT TO THE INTRACO
SOFTWARE, DOCUMENTATION OF ANY PART THEREOF.
LIMITATION OF LIABILITY
INTRACO LIABILITY, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY,
LIABILITY IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED
PAYMENTS MADE BY COMPANY TO INTRACO AS PART OF THIS AGREEMENT. INTRACO SHALL NOT
BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, REVENUES
OR GOODWILL, LOSS OF USE OF EQUIPMENT OR LOSS OF DATA, COST OF CAPITAL, COST OF
SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS OR ANY CLAIM AGAINST
COMPANY BY ANY OTHER PARTY. EVEN IF SUCH DAMAGES WERE FORESEEABLE AND EVEN IF
COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE PARTIES EXPRESSLY
AGREE THAT THE FOREGOING LIMITATIONS ARE AGREED ALLOCATIONS OF RISK CONSTITUTING
IN PART THE CONSIDERATION FOR THIS AGREEMENT, AND THAT SUCH LIMITATIONS SHALL
SURVIVE THE DETERMINATION OF ANY COURT OF COMPETENT JURISDICTION THAT ANY REMEDY
PROVIDED HEREIN OR AVAILABLE AT LAW FAILS OF ITS ESSENTIAL PURPOSE.
FEDERAL EXPRESS CORPORATION INTRACO SYSTEMS, INC.
By: /s/ XXXXX X. XXXXXX By: /s/ XXXX XXXXXXXX
------------------- -------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxxxxxx
------------------- -------------------
Title: VP of IT Title: CEO
------------------- -------------------
Date: 10-31-2000 Date: 10/30/00
------------------- -------------------
Contractor's initials: /s/ WN
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FedEx's initials: /s/ HF
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-17-
