EXHIBIT 10.8
AGREEMENT
THIS IS AN AGREEMENT ("Agreement") entered into as of this 19th day of December,
1994.
BY AND BETWEEN: SIEMENS ROLM COMMUNICATIONS
INC., a Delaware corporation, with its
principal place of business at 0000 Xxx
Xxxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000
("Siemens Rolm");
AND: LEEMAH DATACOM SECURITY
CORPORATION, a California corporation,
with its principal place of business at 0000
Xxxxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000
("LeeMah").
WHEREAS, LeeMah has developed a product(s) consisting of both hardware
and software ("the Product(s)"), the primary purpose of which is to enable its
users to better secure certain maintenance ports, data applications, voicemail
applications and network access applications (DISA) of the computerized branch
exchange to which the Product is installed; and
WHEREAS, Siemens Rolm and LeeMah desire to enter into an agreement
whereby LeeMah will sell the hardware and license the software in the Product(s)
to Siemens Rolm for subsequent resale and sublicensing by Siemens Rolm to
Siemens Rolm Customers; and
WHEREAS, pursuant to the terms of this Agreement, Siemens Rolm has the
right to place periodic orders for the Product(s) with LeeMah on receipt of any
order, LeeMah will ship the Product(s) to Siemens Rolm or the Siemens Rolm
Customer, the Product(s) will be sold to a Siemens Rolm Customer; the software
component of the Product(s) will be sublicensed to the customer pursuant to a
current Siemens Rolm sublicense agreement; and, if applicable, Siemens Rolm will
install the Product(s) and maintain it under its current customer maintenance
agreement.
NOW THEREFORE, it is understood and agreed as follows:
1. DEFINITIONS
1.1 "Product(s)" shall mean the hardware and software items listed
in Exhibit A ("LeeMah Product and Price List"), which listing
LeeMah or Siemens Rolm may periodically revise pursuant to the
terms of Paragraph 4.2 hereto.
1.2 "Software" shall mean the software component(s) of the
Product(s), which LeeMah licenses herein to Siemens Rolm for
subsequent sublicensing to Siemens Rolm Customers.
1.3 "System" shall mean the equipment that compromises a Siemens
Rolm computerized branch exchange.
1.4 "Territory" shall mean the United States of America (all fifty
states), Puerto Rico, and Canada.
1.5 "Distribute" or "Distribution" shall mean to ship, resell and
sublicense, install, and maintain the Product(s) for Siemens
Rolm Customers pursuant to the terms of this Agreement.
1.6 "Siemens Rolm Customer" shall mean any third party having (or
proposing to have) a System installed at any site in the
Territory and who uses or proposes to use with the System any
product by purchase and sublicense from Siemens Rolm.
1.6.1 The parties agree that "Siemens Rolm Customer" shall
also mean the Siemens Rolm's authorized distributors
of products and services ("Authorized Distributors"),
as to whom Siemens Rolm may grant certain rights to
sell and sublicense the Product(s) to Siemens Rolm
Customers. The current Authorized Distributors are
set forth in Exhibit B, which list may be amended
from time to time by Siemens Rolm in its sole
discretion.
1.7 "Sublicense" shall mean a sublicense for the Software granted
by Siemens Rolm to Siemens Rolm Customers pursuant to a
current Siemens Rolm sublicense agreement. A current form of
Sublicense is attached hereto as Exhibit C, which sublicense
may be amended from time to time by Siemens Rolm in its sole
discretion.
2. TERM
2.1 Regardless of when this Agreement is executed, the Agreement
will be effective from the 19th day of December, 1994
("Effective Date") for a period of three (3) years, unless
terminated by either party pursuant to provisions of Section
12. After such three (3) year period, the Agreement (if not
already terminated) will automatically extend on a
year-by-year basis at each anniversary date, unless either
party, in the exercise of its absolute and sole discretion,
elects to this terminate this Agreement by giving written
notice to the other party of its intention to so terminate not
less than six (6) months prior to the anniversary date.
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3. APPOINTMENT AND GRANT OF LICENSE
3.1 LeeMah hereby appoints Siemens Rolm as a non-exclusive
distributor of the Products in the Territory, with the right
and license to market and Distribute Products to Siemens Rolm
Customers within the Territory during the term of this
Agreement. This appointment and grant includes the right to
license the Software within the Product(s) to Siemens Rolm
Customers (which customers may include Siemens Rolm's
authorized independent distributors of products and services
("Authorized Distributors"), as to whom Siemens Rolm may grant
certain rights to sell and sublicense the Product(s) to
Siemens Rolm Customers). The current Authorized Distributors
are set forth in Exhibit B, which list may be amended from
time to time by Siemens Rolm in its sole discretion.
4. PURCHASE AND PAYMENT
4.1 Products and Prices
Siemens Rolm to acquire Products from time to time, at its
sole discretion, exclusively from LeeMah. LeeMah will have
sole and absolute discretion to determine the price for each
of the Products, subject to the terms of Paragraph 4.2. LeeMah
will consider (but shall not be obligated to accept) any
reasonable discount proposal by Siemens Rolm for a discount by
LeeMah on any unusually large purchase by Siemens Rolm. LeeMah
warrants that the prices and discounts granted Siemens Rolm
for Products during the term of this Agreement will be no less
favorable than those extended to any other customer for the
same or similar product in similar quantity and with similar
terms and conditions.
4.2 Product and Price Changes
Additions and changes (including price changes) to Exhibit A
("Product and Price List") may be made by LeeMah upon ninety
(90) days' written notice to Siemens Rolm. Any deletions of
Products to Exhibit A require one hundred and eighty (180)
days' written notice by one party to the other party.
4.3 Shipping
Risk of loss, damage to or destruction of any Products ordered
by Siemens Rolm, shall transfer to Siemens Rolm, F.O.B.,
LeeMah, Hayward, California. LeeMah shall be responsible for
arranging shipping on behalf of Siemens Rolm and Siemens Rolm
will be responsible for paying all costs associated with such
shipping.
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4.4 Payment Terms
Full payment for Products sold to Siemens Rolm under this
Agreement will be due and payable to LeeMah within the thirty
(30) days following the later of the date of shipment of the
Product or receipt by Siemens Rolm of an accurate LeeMah
invoice.
4.5 Siemens Rolm's Pricing Rights
Nothing in the Agreement shall be deemed to limit Siemens
Rolm's right to determine prices or terms for Distribution of
Products to Siemens Rolm Customer, subject to preservation of
LeeMah's proprietary rights in the Software as described in
Section 5 hereof.
4.6 Product Disclosures
LeeMah shall notify Siemens Rolm at least one hundred and
eighty (180) days before any major new release of the Product
or any software or hardware comprising the Product. Subject to
the provisions of the Agreement pertaining to the Confidential
Information, LeeMah will disclose to Siemens Rolm its product
strategies on an annual basis during the term of this
Agreement. Additionally, and subject to the provisions of the
Agreement pertaining to the Confidential Information, LeeMah
and Siemens Rolm will disclose to each other their respective
product strategies on an annual basis during the term of this
Agreement for any products and product features jointly
developed by Siemens Rolm and LeeMah under this or any other
agreement. Both parties acknowledge that any product
strategies disclosed pursuant to this Agreement will not in
any way obligate the disclosing party to pursue or implement
such product strategies.
5. PROPRIETARY RIGHTS
5.1 Software Ownership
LeeMah represents and warrants that it owns all right, title
and interest in the Software. LeeMah shall retain exclusive
title to and ownership of the Software, now or hereafter
developed, to all modifications, and to the source code
relating to each of the foregoing, and reserves all
proprietary rights in all design, engineering details and
other data pertaining to all the foregoing.
Siemens Rolm cannot transfer to Siemens Rolm Customers any
right, title or interest in any Software, other than the
rights granted under the Sublicense described in Section 6,
except as specifically permitted by this Agreement. Siemens
Rolm shall not modify, reproduce, copy (except one (1) copy
for back-up purposes), reverse engineer, disassemble, or
decompile the Software (or any part thereof) nor remove
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any protective encryption nor circumvent or attempt to
circumvent any such protective coding nor any protective
hardware devices, without the express prior written permission
of LeeMah.
5.2 Trademarks and Copyrights
LeeMah grants to Siemens Rolm permission to refer to Siemens
Rolm as an "Authorized Distributor of the TraqNet 2000-SR
Series of Products", during the term of this Agreement. LeeMah
represents and warrants that trademark filings are currently
in process for the trade names listed in Exhibit D hereto, and
LeeMah agrees that Siemens Rolm may use trademark names and
copyright and materials in accordance with Exhibit D hereto or
as approved for use in writing by LeeMah. Siemens Rolm
acknowledges that it has paid no consideration for the
acquisition of any right, title or interest to LeeMah's
trademarks, logos, copyrights, trade names, documentation or
designations and nothing in this Agreement shall give Siemens
Rolm or Siemens Rolm Customers any interest in any of them
other than those specified in this Agreement.
5.3 Indemnification - Infringement
LeeMah represents and warrants that on the Effective Date,
there are no infringements of patents, copyrights, trademarks
or proprietary rights or misappropriation of proprietary
rights, claims or disputes pending or anticipated by LeeMah
with respect to the Software or the Products.
LeeMah will indemnify, hold harmless and defend Siemens Rolm
and any Siemens Rolm Customer at its own expense (including
attorney's fees) against any claims that any Product as
provided by LeeMah hereunder infringes any United States,
Canadian or Puerto Rican copyright, patent or trade secret;
provided, that Siemens Rolm or its Customer notifies LeeMah of
any such claim within a reasonable period of time (under the
circumstances) after receiving service of process, provides
all reasonable assistance to LeeMah and agrees in writing to
allow LeeMah to control any resulting litigation and/or
settlement negotiations. LeeMah shall have no obligation with
respect to any such claim of infringement based solely upon
Siemens Rolm or a Siemens Rolm Customer's modification of any
Product or its combination, operation or use with apparatus,
data or computer programs not furnished by LeeMah. Upon
occurrence of each and every claim of infringement described
in this paragraph in the Territory, LeeMah, at its option,
shall: 1) modify the Product so that it is no longer
infringing while performing substantially the same function,
or 2) obtain for the Siemens Rolm Customer the right to
continue using the Product, or 3) require the Siemens Rolm
Customer to return the Product in exchange for a refund of the
purchase price less depreciation based upon a straight-line
five (5) year basis.
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6. SIEMENS ROLM RESPONSIBILITIES
6.1 Sale and Sublicensing to Siemens Rolm Customers
Siemens Rolm has the right to place periodic orders for the
Product(s) with LeeMah. On receipt of an order, LeeMah will
ship the Product(s) to Siemens Rolm or the Siemens Rolm
Customer. The Software component of the Product will be
licensed to the Siemens Rolm Customer on a current Siemens
Rolm sublicense agreement, a current version of which is
attached hereto as Exhibit C, and which Siemens Rolm may amend
from time to time in its sole discretion.
6.2 Vendor Support
A Product manager of Siemens Rolm will be dedicated to provide
LeeMah with marketing services, technical support and other
support services, including but not limited to product
specifications for current and planned products, product
documentation and testing assistance. Siemens Rolm personnel
will also attend from time to time LeeMah product planning
sessions.
6.3 Sales Support
LeeMah personnel will attend any appropriate Siemens Rolm
sales meetings, as determined by Siemens Rolm in its
reasonable discretion. At these meetings, Siemens Rolm will
provide to LeeMah, solely for the purpose of planning
manufacturing schedules, a forecast of new system sales, a
form of MAC activity for LeeMah products, and any special
promotional programs that for the coming year include LeeMah.
Siemens Rolm will update these forecasts and program
activities on a quarterly basis.
6.4 Additional Responsibilities
In addition to any other obligations set forth herein, Siemens
Rolm undertakes to perform the following additional
obligations.
6.4.1 if applicable, to install the Product purchased by a
Siemens Rolm Customer in the System in accordance
with LeeMah's installation instructions; and
6.4.2 if applicable, to maintain the Product for any
Siemens Rolm Customer under a Siemens Rolm customer
maintenance agreement.
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7. LEEMAH RESPONSIBILITIES
7.1 Training
LeeMah will provide the following training at no cost to
Siemens Rolm: sales training covering all LeeMah's Products,
system applications, system pricing and system configuration
(scope and content of course to be agreed upon by LeeMah and
Siemens Rolm); and service and installation training (scope
and content of course to be agreed upon by Siemens Rolm and
LeeMah). At no cost to Siemens Rolm, LeeMah will provide
training with respect to each new release of hardware and/or
Software (scope and content of course to be agreed upon by
LeeMah and Siemens Rolm). LeeMah will also provide, at no cost
to Siemens Rolm, reasonable and appropriate content in these
areas to be incorporated into appropriate Siemens Rolm
training programs.
7.2 Sales Support
An employee of LeeMah who is acceptable to Siemens Rolm, in
Siemens Rolm's sole discretion, will be dedicated full time to
provide application and configuration design services and
technical support and other support services, including
configuration and pricing, to Siemens Rolm by responding to
telephone inquiries initiated by Siemens Rolm or Customers.
Additional LeeMah employees will provide application and
configuration design services and technical support and other
support services to Siemens Rolm as required to support
Siemens Rolm's purchase volume. Upon mutual agreement,
LeeMah's sales managers and other sales personnel will be made
available for joint sales calls with prospective Siemens Rolm
Customers. LeeMah personnel will also attend any appropriate
sales meetings, as determined by Siemens Rolm in its
reasonable discretion. LeeMah will provide an initial response
to all requests for support within twenty-four (24) hours of
receipt. Any services requested by Siemens Rolm which are not
expressly set forth in this Agreement, shall be provided to
Siemens Rolm at prices agreed upon by LeeMah and Siemens Rolm.
Siemens Rolm will be responsible for responding to all
requests for proposal for LeeMah Products. To assist Siemens
Rolm with responses to request for proposal, LeeMah will make
the following tools and support materials available to Siemens
Rolm, all of LeeMah's computer programs, manuals and other
support materials used to prepare responses to request for
proposal. LeeMah personnel will provide technical support to
Siemens Rolm to answer questions concerning responses to
requests for proposal which are not covered by the referenced
materials, by responding to telephone inquiries. LeeMah agrees
to sell demonstration systems as described in Exhibit A hereto
at the price set forth therein, which price represents
LeeMah's lowest price.
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7.3 Marketing
Any customized sales and marketing literature prepared at the
written request of Siemens Rolm by LeeMah will be paid for by
Siemens Rolm.
LeeMah will make available to each branch office one complete
set of all standardized sales and marketing literature and
presentation materials, as attached in Exhibit E hereto,
together with all such additional materials hereafter
developed during the term of this Agreement. All additional
copies of sales and marketing literature and presentation
materials delivered to Siemens Rolm, shall be paid for by
Siemens Rolm at prices to be mutually agreed by both parries
to this Agreement.
LeeMah sales personnel will assist Siemens Rolm personnel at
up to four (4) trade shows per year. Additionally, Siemens
Rolm may offer and LeeMah may accept, based upon a mutually
agreed upon cost sharing arrangement, booth space at various
trade shows.
8. SERVICE AND SUPPORT
8.1 Responsibilities and Siemens Rolm
Siemens Rolm will provide first-line support for any requests
by Siemens Rolm Customers for repair or replacement of
problematic in-field Product(s). This first-line support will
consist of (a) removal of any allegedly problematic Product,
(b) installation of a replacement Product, and (c) return of
the allegedly problematic Product to LeeMah for repair or
replacement.
8.2 Responsibilities of LeeMah
LeeMah will provide second-line service support by telephone
for hardware and Software installations and in-field Product
failures. LeeMah's normal customer support hours are 7:00 A.M.
to 6:00 P.M., Pacific Time, Monday through Friday.
Additionally, a LeeMah support engineer will be on call
outside service hours. When the need arises, LeeMah will
support Siemens Rolm Customers directly during regular service
hours. LeeMah after hours support will be limited to assisting
Siemens Rolm personnel. LeeMah will also repair any allegedly
problematic Product returned by Siemens Rolm to LeeMah for
repair.
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9. WARRANTY
9.1 Warranty Period
LeeMah warrants to Siemens Rolm that the Product shall be free
from material defects for a period of two (2) years from the
date of acceptance of same by a Siemens Rolm Customer ("the
Warranty Period"). If a Product is determined to be defective
during the Warranty Period, such Product shall, at Siemens
Rolm's option, be replaced or repaired at LeeMah's expense.
This, together with payment to Siemens Rolm of associated
shipment expenses, will be LeeMah's sole liability. For
purposes of this Section 9, "acceptance" by the Siemens Rolm
Customer shall occur at the later of (i) the day that is
thirty (30) days following the Cutover Date, (ii) the Siemens
Rolm Customer returns a notice of acceptance, or (iii) the
Siemens Rolm Customer fails to respond within thirty (30) days
of Product installation, to a notice sent by Siemens Rolm or
LeeMah by certified mail. Siemens Rolm undertakes to use its
reasonable efforts to ensure that acceptance of each Product
occurs at the earliest possible moment.
9.2 Warranty Coverage
LeeMah's warranty is contingent upon proper use and
application of the Product in accordance with applicable
Product Specifications and Configuration Specifications, and
(1) does not cover any Product, if modified by anyone without
LeeMah's or Siemens Rolm's authorization; (2) does not cover
non-conformance to Product Specifications and Configuration
Specifications caused by accident, neglect or operating
conditions exceeding specifications (such as voltage
overloads); (3) does not cover non-conformance to Product
Specifications and Configuration Specifications caused by
defects in any Product not furnished by LeeMah; and (4) does
not cover non-conformance to Product Specifications and
Confiiguration Specifications caused by any person, other than
an employee or sub-contractor of LeeMah or Siemens Rolm,
involved with the manufacture, installation, modification or
removal of the Product.
9.3 Warranty Disclaimer
THE WARRANTY SET FORTH IN THIS SECTION 9 IS EXCLUSIVE AND IS
GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED.
WITHOUT LIMITING THE GENERALITY OF THE PROCEEDING SENTENCE,
LEEMAH EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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10. LIMITATION OF LIABILITY
10.1 In each instance in which LeeMah seeks to recover damanges
from Siemens Rolm, regardless of the legal theory upon which
LeeMah's claim is based, Siemens Rolm will be liable only for
the amount of LeeMah's actual loss or damage arising from
Siemens Rolm's performance or non-performance under this
Agreement, up to a maximum of $100,000, except for any claim
alleging non-payment for Products provided pursuant to this
Agreement.
10.2 UNDER NO CIRCUMSTANCES WILL SIEMENS ROLM BE LIABLE FOR LOSS OR
DAMAGES FROM (1) THIRD PARTY CLAIMS AGAINST LEEMAH OR CLAIMS
BY LEEMAH BASED ON THIRD PARTY CLAIMS, (2) LOSS OF STORED,
TRANSMITTED OR RECORDED DATE, (3) CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR SAVINGS), OR INDIRECT, SPECIAL,
PUNITIVE OR EXEMPLARY DAMAGES WITH RESPECT TO ANY MATTERS
RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SIEMENS ROLM
IS INFORMED OF THE POSSIBILITY OF SAME, OR (4) FOR PRODUCT(S)
OR PARTS OUTSIDE OF THE UNITED STATES OR AMERICA, OR CANADA,
OR PUERTO RICO. IN ADDITION, SIEMENS ROLM WILL NOT BE LIABLE
FOR ANY COSTS, INCLUDING LONG DISTANCE CHARGES, WHETER OR NOT
AUTHORIZED, RESULTING FROM USE OF THE PRODUCT. THIS SECTION 10
SET SORTH THE MAXIMUM RESPONSIBILITY OF SIEMENS ROLM.
11. INDEMNIFICATION
11.1 Siemens Rolm agrees to indemnify and save LeeMah harmless from
and against any and all claims of loss or damage to or
destruction of real or tangible personal property or bodily
injury (including death) to the extent caused solely by the
negligence of Siemens Rolm, its employees, agents or
subcontractors, and arises out of the performance of this
Agreement by Siemens Rolm, provided that Siemens Rolm is
allowed to control, and LeeMah cooperates in the defense and
all related settlement negotiations.
11.2 LeeMah agrees to indemnify, defend and save Siemens Rolm
harmless from and against any and all claims, suits, actions,
liabilities, costs or any kind, including reasonable
attorneys's fees and costs of litigation, for any and all
claims by any party resulting directly or indirectly from any
actions or omissions by LeeMah, its agents, employees or
subcontractors, including any post-Warranty Period claims of
Product failures.
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12. TERMINATION
12.1 Election to Terminate. Subject to the terms of Section 2
hereto, either party may terminate this agreement, without or
without cause, upon giveiing the appropriate notice specified
in Parqagraph 2.1
12.2 Termination for Breach
In the event of material default by either party in the
performance of its duties and obligations hereunder, the party
in default shall be provided, by written notice, a sixty (60)
day period to substantially cure said default, and if said
default is not cured within that period, the non-defaulting
party may terminate this Agreement.
12.3 Termiantion for Bankruptcy
Either party hereto in its discretion may terminate this
Agreement at any time upon written notice to the other in the
event of any of the following: the appointment of a receiver
or similar officer for the other, the filing of a petition in
bankruptcy by or against the other under any bankruptcy or
debtor's law for its relief.
12.4 Post-Termination Obligations
Upon termination of this Agreement, LeeMah shall continue to
support each Product purchased and/or installed by Siemens
Rolm under this Agreement, for a period of ten (10) years
following the Distribution of such Product under the
Agreement, the whole in accordance with LeeMah's then
applicable prices, terms and conditions for licensing its
Products and providing its services. Upon termination of this
Agreement, provided that this Agreement is not terminated in
connection with a default by Siemens Rolm under Section 12.2
or 12.3, LeeMah and Siemens Rolm will enter into a mutually
acceptable agreement, pursuant to which Siemens Rolm will only
be authorized to Distribute LeeMah's products and services,
including maintenance services, to support Products
Distributed by Siemens Rolm pursuant to this Agreement. Any
such agreement shall be based upon LeeMah's then current
standard terms, conditions, prices and quantiy discounts for
selling and/or licensing its products and services through
value added resellers.
13. ASSIGNMENT
13.1 This Agreement or any rights hereunder shall not be assignable
by either party, and neither party may delegate any duties
hereunder, without the prior written consent of the other
party, which shall not be unreasonably withheld, and any
attempted assignment of this Agreement in contravention of
this provision shall be void and of no effect.
Nothwithstanding the foregoing, this Agreement may be assigned
and
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transferred by Siemens Rolm to any parent, subsidiary or
affiliate or successor to it or thereof.
14. CONFIDENTIAL INFORMATION
14.1 Each party acknowledges that in the course of performing its
obligations hereunder it will receive information which is
confidential and proprietary to the other. The term
"Confidential Information" means all information one party
discloses to the other either in writing and marked with a
Confidential or restrictive legend, or orally, visually or by
delivery of items which at the time of disclosure, the
disclosing party identified as Confidential Information. Each
party agrees to use all Confidential Information in accordance
with Confiddentialy and Non-Disclosure Agreement, attached
hereto as Exhibit F.
15. MISCELLANEOUS
15.1 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of
California, without regard to conflict of law provisions.
15.2 Non-Waiver. None of the terms and conditions of the Agreement
shall be deemed to have been waived by any delay or omission
on the part of either party to exercise any right or remedy
accruing upon breach by the other party or any one or more of
the terms of the Agreement.
15.3 Notices. All notices and demands hereunder shall be in writing
and shall be served by personal service or by mail at the
address of the receiving party set forth in this Agreement (or
at such different address as may be designated by such party
by written notice to the other party). All notices or demands
by mail shall be by telex, cable, telegram, facsimile, Federal
Express (or other reliable overnight courier service), or by
certified or registered airmail, return receipt requested, and
shall be deemed effective upon receipt. Unless otherwise
advised in accordance with the terms hereof, all notices and
demands shall be addressed as follows:
If to Siemens Rolm: Siemens Rolm Communications Inc.
0000 Xxx Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Fax: 408/000-0000
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If to Leemah: LeeMah DataCom Security Corporation
0000 Xxxxx Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxx, President
Fax: 510/000-0000
15.4 Relationship of the Parties. The relationship of the parties
during the term of this Agreement will be that of independent
contractors. Neither party will have, nor will represent that
it has, any power, right or authority to bind the other, or to
assume or create any obligation or responsibility, express or
implied, on behalf of the other or in the other's name, except
as herein expressly provided.
15.5 Section Headings. The Section headings contained herein are
for reference only and shall not be considered substantive
parts of this Agreement.
15.6 Severability. Each term, condition, and provision of this
Agreement shall be valid and enforced to the fullest extent
permitted by law. If there is any conflict between any term,
condition or provision of this Agreement and any statute, law
or regulation, the latter shall prevail; provided that any
such conflicting term, condition, or provision shall be
curtailed and limited only to the extent necessary to bring it
within the legal requirements and the remainder of this
Agreement shall not be affected thereby.
15.7 Force Majeure. Neither party will be in default of this
Agreement to the extent that performance of its obligations is
delayed or prevented by reason of any act of God, fire,
natural disaster, accident, act of government, war shortages
of material or supplies or any other cause beyond the
reasonable control of such party ("Force Majeure"), provided
that such party gives the other party written notice thereof
promptly and, in any event, within fifteen (15) days of
discovery thereof and uses its good faith efforts to cure the
breach. In the event of such an event of Force Majeure, the
time for performance or cure will be extended for a period
equal to the duration of the event of Force Majeure but not in
excess of six (6) months.
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IN WITNESS WHEREOF, the parties have signed as of the date first above
mentioned.
LEEMAH DATACOM SECURITY CORPORATION
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: President, CEO
SIEMENS ROLM COMMUNICATIONS INC.
By: /s/
Name:
Title:
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