EXHIBIT 10.8
Mitsubishi Electronics America, Inc./Skysite Communications Corporation
Agreement
This Agreement is made and entered into as of the 7/th/ day of November, 1997 by
and between Mitsubishi Electronics America, Inc., a corporation duly organized
and existing under the laws of Delaware, with offices at 00000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (hereinafter "MELA") and Skysite
Communications Corporation, a Delaware corporation having its principal place of
business at 00000 Xxxxxxx Xxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("Skysite").
WITNESSETH:
WHEREAS, MELA sells a line of mobile satellite communications terminals and
accessories including, but not limited to, the OmniQuest phone; and
WHEREAS, Skysite desires to buy such products from MELA for resale to dealers
and other resellers; and
WHEREAS, all sales of products to Skysite shall be governed by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereby agree as follows:
I. Definitions
1.1 "Products" means only those mobile satellite communications terminals and
accessories bearing the Mitsubishi trademark described in Exhibit A attached to
and made a part of this Agreement, as amended by MELA from time to time upon
notice to Skysite.
1.2 "Territory" means the United States of America, Puerto Rico, the U.S.
Virgin Islands, and U.S. coastal waters up to 200 miles on or over ocean areas
outside the territory of any foreign country.
II. Appointment of Skysite
2.1 MELA hereby appoints Skysite, and Skysite hereby accepts appointment, on
a non-exclusive basis, as an authorized Distributor of Products in the
Territory, subject to the terms and conditions set forth in this Agreement,
including the exhibits hereto. MELA reserves the unrestricted right to appoint
other Distributors and to itself sell Products within the Territory.
III. Obligations and Warranties
III.A SkySite's Obligations and Warranties
Skysite shall:
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3A.1 Use its best efforts to promote the sale of Products and the goodwill of
MELA throughout the Territory in accordance with MELA'S marketing policies and
procedures as provided to Skysite;
3A.2 Maintain adequate facilities and sufficient qualified personnel to enable
Skysite to perform its obligations under this Agreement;
3A.3 Sell Products within the Territory exclusively to end users and/or retail
dealers pursuant to agreements with such dealers which establish their limited
right to resell Products within the Territory only to bona fide end users;
3A.4 Purchase and maintain on site a sufficient inventory of the Products to
satisfy promptly the orders of its customers;
3A.5 Provide such reports as MELA may reasonably request, including but not
limited to monthly point-of sales reports by the tenth day of each month for the
preceding month;
3A.6 Make reasonable efforts to handle to the customer's satisfaction all
matters relating to the sale of Products in the Territory and immediately report
to MELA each charge, complaint or claim received by Skysite involving any
Products;
3A.7 Conduct business in a manner that will reflect favorably at all times on
Skysite, MELA and the Products; and
3A.8 Comply with all applicable federal, state and local laws, ordinances and
regulations in connection with its promotion and sale of Products.
III.B MELA's Obligations and Warranties
MELA shall:
3B.1 Provide the Products to Skysite at the prices and on the terms and
conditions specified in this Agreement and Exhibit A;
3B.4 Make reasonable efforts to handle complaints or claims from customers
regarding the Products passed on to MELA by Skysite;
3B.6 Comply with all applicable federal, state and local laws, ordinances and
regulations in connection with MELA's sale of Products to Skysite.
IV. Terms of Sale to Skysite
4.1 Skysite shall purchase Products solely upon the terms and conditions
contained in this Agreement. Any different terms and conditions in Skysite's
purchase order forms or other writings shall not be binding upon the parties.
4.2 Payment for Products purchased by Skysite shall be in accordance with the
invoices therefor, without deduction of any kind that has not been authorized in
advance by credit memorandum from MELA. All prices are F.O.B. MELA's Rancho
Xxxxxxxxx, California shipping point and are subject to change by MELA at any
time upon thirty (30) days notice to Skysite. Price quotations based on
estimated quantities are subject to increase in the event actual quantities
purchased are less than the estimated or projected quantities.
4.3 MELA shall notify Skysite in the event of an announced reduction in the
price of Products and the effective date of such reduction. In the event that a
decrease in price for the Products becomes effective after MELA accepts an order
from Skysite for the Products but priot to shipment of the Products which are
the subject of such order, the price of the Products ordered shall be the price
in effect at the time of shipment. Within ten (10) days of Skysite's receipt of
MELA's notice of a price reduction, Skysite shall provide MELA with a list of
Products in its inventory purchased from MELA within thirty (30) days prior to
the date of such reduction. Subject to MELA's verification of the listed
Products, MELA shall issue to Skysite a credit memorandum covering the
difference in price of such Products.
4.4 Title and risk of loss or damage to all Products sold by MELA to Skysite
shall pass to Skysite upon delivery of Products by MELA to the carrier. MELA
shall, if not otherwise directed by Skysite, without incurring any liability,
exercise its own discretion in selecting the method of shipment and the carrier.
Skysite shall have the responsibility to file any claims with the carrier.
4.5 Prices do not include any taxes, levies, duties and fees of any kind,
nature or description whatsoever applicable to the sale of any Products by MELA
to Skysite, and Skysite shall forthwith pay to MELA all such sums upon demand,
except for any such taxes as to which Skysite shall provide MELA, at the time of
the submission of its purchase order, documentation acceptable to MELA and the
appropriate taxing authority establishing exemption therefrom. The parties
acknowledge that no such taxes, levies, duties and fees are currently due or
pending.
4.6 Delivery dates as set forth in any purchase order or confirmation thereof
are only estimates. MELA shall not be liable to Skysite, and Skysite shall not
be relieved of its obligation to accept such shipment, by virtue of any delay in
or failure of delivery.
4.7 MELA may allocate available inventory of Products among its customers, but
in such a manner as MELA, may, in its sole discretion, deem appropriate.
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4.8 All purchase orders for Products are subject to acceptance by MELA, and
MELA shall have the right at any time, in its sole discretion, to reject or to
decline to fill any purchase order, either in whole or in part.
4.9 MELA shall have the right, at any time, to effect changes in, or
discontinue the sale or availability of, any or all of the Products, as well as
any parts or components thereof without notice or liability to Skysite upon
thirty (30) days notice to Skysite.
4.10 MELA provides end users a written limited warranty specifically applicable
to each model of Products. A copy of MELA's current limited warranty is attached
hereto as Exhibit B and made a part hereof. MELA may, at its sole option, change
the duration and terms of such warranties at any time upon written notice to
Skysite. Such warranties shall establish exclusively the extent of MELA's
responsibilities for any failure of or defect in Products.
4.11 MELA shall make the final determination, in its sole discretion, whether
any Product is covered by the End User Limited Warranty. Without limiting MELA's
discretion to make such final determination, MELA may determine that a Product
is ineligible for service under such warranty if: (a) the Product has been
altered or repaired other than with authorization from MELA and in accordance to
its approved procedures; (b) the Product has been subjected to misuse, abuse,
accident, improper maintenance or negligence; or (c) the Product has had a
serial number or any part thereof altered, defaced or removed. If MELA
determines that a warranty claim was improperly made, MELA shall so advise
Skysite, and, in such event, Skysite shall pay to MELA upon invoicing by MELA
(x) for service performed, at MELA's then-current rates, (y) for replacement
parts, if any, at MELA's then-current prices and (z) for freight and handling
for returning the Product to Skysite.
4.12 MELA MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY PROVIDED IN MELA'S
WRITTEN LIMITED WARRANTIES AS IN EFFECT FROM TIME TO TIME. THE IMPLIED
WARRANTIES OF MECHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY
DISCLAIMED AND EXCLUDED. MELA SHALL NOT BE LIABLE TO SKYSITE OR ANY THIRD
PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
V. Minimum Volume Commitment, Prices and Marketing Funds
5.1 During the initial term of this Agreement, Skysite shall purchase and take
delivery of the OmniQuest phones in the quantities, at the prices and pursuant
to the schedule set forth in Exhibit A to this Agreement (the "Minimum Volume
Commitment"). Upon execution of this Agreement, Skysite shall deliver to MELA
its purchase order for the Minimum Volume Commitment (MVC).
5.2 MELA shall provide Skysite with a number of OmniQuest units equal to 1% of
the Minimum Volume Commitment as "hot swap" consigned inventory to be used by
Skysite in its over the counter exchange program for claims covered under MELA's
limited warranty.
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5.3 The initial prices for the Products shall be those specified in Exhibit A
to this Agreement. MELA reserves the right to increase or decrease any prices
for the Products at any time, with notice to Skysite after the effective date of
such increase or decrease. Skysite acknowledges that the prices specified in
Exhibit A are based on Skysite's commitment to comply with the MVC and that the
prices shall be adjusted if Skysite does not meet this commitment. In the event
that Skysite does not comply with the MVC, MELA shall have the right to
determine price adjustments for all Products purchased thereafter pursuant to
this Agreement during such term based upon the number of Products actually
purchased by Purchaser, as provided in the manufacturer's price list. In the
event MELA increases prices for the products for reasons other than
non-compliance with MVC, then Skysite may within 30-days of such increase reduce
the MVC for all periods thereafter.
5.4 Skysite may reschedule the delivery of a shipment of OmniQuest phones
under any purchase order with a minimum of ten days' notice to MELA prior to the
originally scheduled shipment date under such purchase order. A purchase order
may only be rescheduled once, up to a maximum of 60 days after the originally
scheduled shipment date. In addition, Skysite may, in a single instance with
respect to each purchase order, request an increase in the quantity of Product
to be delivered, on no less than ten days' prior notice to MELA and MELA shall
use every reasonable effort to accommodate such change.
5.5 MELA shall provide Skysite with a marketing credit of $100 per OmniQuest
unit purchased by and delivered to Skysite under this Agreement. Skysite shall
use these marketing funds to support the OmniQuest phone and to assist Skysite
in selling the phones to dealers and resellers. In addition, Skysite shall
receive a 10% rebate on all OmniQuest phones in excess of the Minimum Volume
Commitment purchased by and delivered to Skysite before October 31, 1998. MELA
shall specify these monies as credits on its invoices to Skysite.
5.6 In the event Skysite fails to purchase the Minimum Volume Commitment,
Skysite shall pay to MELA as liquidated damages, and not as a penalty, an amount
equal to $200.00 times the number of units which Skysite fails to purchase. The
Minimum Volume Commitment shall be reduced by the number of units ordered by
Skysite which MELA fails to deliver for reasons not attributable to Skysite or
force majeure.
VI. Training
6.1 MELA shall include an operator's manual with each unit mobile satellite
phone and push-to-talk microphone purchased by Skysite under this Agreement. In
addition, MELA shall, at no additional charge to Skysite, provide such training
as MELA determines to be reasonably necessary to support Skysite's level of
purchases of Products and to train Skysite's personnel in the operation, use and
maintenance of the Products. All costs associated with attending training
classes, such as transportation, lodging, and meals, shall be at Skysite's sole
cost. The number, location, size and scheduling of classes shall be in MELA's
sole discretion.
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VII. Export Control
7.1 MELA is selling the Products to Skysite for resale and use within the
United States. If Skysite chooses to export any Product (or any technology
related thereto), Skysite shall be responsible for complying with the United
States Export Administration Act as amended from time to time, with the Export
Administration Regulations promulgated from time to time thereunder and with all
other export laws and regulations of the United States and all amendments,
modifications or additions thereto, including all laws and regulations relating
to re-export. Skysite shall indemnify and hold MELA harmless from any liability,
damages, costs and expenses arising from or connected with a breach of Skysite's
obligations under this Article.
7.2 Skysite shall execute any documents reasonably requested by MELA (including
written assurances of non-reexportation) including but not limited to Exhibit D
attached, for the purpose of complying with the United States laws and
regulations referred to in Section 7.1.
VIII. Skysite's Financial Condition
8.1 Skysite shall make available to MELA such publicly available financial
reports and data as MELA may from time to time reasonably request to determine
Skysite's financial condition. MELA shall provide Skysite with a 30 day,
non-interest bearing line of $200,000 line of credit to be used solely for the
purchase of Products under this Agreement; provided, however, MELA reserves the
right at all times, either generally or with respect to any specific purchase
order, to change or limit the amount or duration of credit allowed to Skysite.
MELA may, at its option, require that all shipments to Skysite be made on a
C.O.D. basis or other arrangement protecting MELA's interest. Skysite shall
execute and deliver such security agreements, financing statements and other
agreements, instruments, UCC forms and other documents as MELA shall request to
protect MELA's interest in the Products and all proceeds thereof.
IX. Indemnity and Insurance
9.1 Skysite shall indemnify and hold harmless MELA from all liabilities,
losses, costs, damages, judgments and expenses, including attorney's fees and
costs, arising out of or related to any breach of this Agreement by Skysite or
other activities of Skysite, including its officers, employees and agents under
this Agreement.
9.2 During the term of this Agreement, Skysite shall maintain in full force and
effect fire and extended coverage insurance covering all its inventory of
Products and parts and components therefor in an amount not less than the
purchase price thereof. Such policy shall name MELA as an additional insured and
shall provide that it will not be canceled or modified without at least 30 days
prior written notice to MELA. Upon execution of this Agreement, Skysite shall
furnish MELA with certificates of insurance evidencing the existence of such
coverage.
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X. Trademarks
10.1 Skysite acknowledges that Skysite has no rights or interests in any trade
name or trademark used on or affixed to any Products or owned, used or claimed
by MELA. Skysite shall not use any trademark or trade name as part of its
corporate or business name. Skysite shall have the right to use such trademarks
and trade names as appear on the Products and on MELA's promotional materials
therefor in any manner approved by MELA. Skysite shall not remove, alter or
obliterate any trademarks or country of origin markings which appear on
Products.
XI. Confidentiality
11.1 The terms of the Confidentiality Agreement, dated November 7/th/, 1997,
between Skysite and MELA shall apply to this Agreement as though fully
incorporated herein. A copy of the Confidentiality Agreement is attached as
Exhibit C to this Agreement.
XII. Term and Termination
12.1 Unless sooner terminated in accordance with this Article 12, this
Agreement shall have an initial term of one (1) year from the date first above
written. Thereafter, this Agreement shall be renewed automatically for
successive for one-year terms.
12.2 Either party may terminate this Agreement at any time during the initial
or any renewal term with cause or without cause by giving the other party notice
of termination (a) immediately if with cause and (b) not less than 30 days prior
to the effective date of termination if without cause.
12.3 This Agreement shall terminate automatically without any notice if either
party: (a) ceases to function as a going concern; (b) is adjudged insolvent or
bankrupt; (c) institutes or has instituted against it any proceeding seeking
relief, reorganization or arrangement under any laws relating to bankruptcy; (d)
makes an assignment for the benefit of creditors; (e) has appointed a receiver,
liquidator or trustee of any of its property or assets; or (f) liquidates,
dissolves or winds up its business.
12.4 Immediately upon termination of this Agreement: (a) except for the sale in
the ordinary course of business of inventory not repurchased by MELA, Skysite
shall cease to represent itself as an authorized Distributor for the Products
and shall discontinue all conduct or representations which might lead Skysite's
customers or the public to believe that Skysite is authorized by MELA to sell
Products; and (b) all amounts payable by Skysite to MELA shall become
immediately due and payable.
12.5 In the event MELA terminates this Agreement without cause, MELA shall, at
Skysite's request, repurchase from Skysite all or any part of Skysite's
inventory of Products, at the lower of the then prevailing price to Distributors
for such Products or the net price paid by Skysite for the Products, upon
condition that Skysite pay all transportation and other costs connected with
shipping
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such Products to MELA. Within five (5) days following receipt of notice of
termination, Skysite shall furnish MELA a schedule of such Products which are
new, undamaged and in their original packaging. MELA shall have the right for
thirty (30) days following receipt of Skysite's inventory schedule to inspect
Skysite's inventory. MELA shall give notice of its election to repurchase all or
part of such scheduled inventory after completion of MELA's inspection of such
inventory or after expiration of the inspection period if no inspection is
conducted.
12.6 Termination of this Agreement shall not release Skysite from the
obligation to apply all sums which may be owing to MELA, whether then or
thereafter due, or operate to discharge any liability that has been incurred by
Skysite prior to any such termination. Neither party shall be liable to the
other for damages of any nature, whether direct, indirect, incidental,
consequential or otherwise, as a result of the termination of this Agreement,
including but not limited to any claims for lost profits, loss of goodwill or
expenditures made or omitted in reliance on the continuation of this
Agreement.
XIII. No Agency
13.1 The relationship between MELA and Skysite is that of vendor and purchaser.
This Agreement does not establish a franchise, joint venture, agency or
partnership between the parties, nor does it create an employer-employee
relationship. Skysite is an independent contractor and shall not have authority
or power to bind MELA, to create any liability binding upon MELA, to incur any
obligation on behalf of MELA nor to represent that MELA is in any way
responsible for Skysite's acts or omissions. Skysite shall be solely responsible
for all investments made and expenses incurred in connection with the
establishment and operation of its business, and MELA shall have no obligation
to Skysite in connection with any such investment or expenses.
XIV. Intellectual Property Rights
14.1 Subject to the conditions set forth in this article, MELA shall, at its
own expense indemnify and defend or at its option settle any claim, suit or
proceeding brought against Skysite for infringement of any United States patent
or copyright in connection with any Products supplied by MELA to Skysite under
this Agreement. Subject to the limitations set forth in this section, MELA shall
pay any final judgment entered against Skysite on such issue in any such claim,
suit or proceeding defended by MELA. MELA's obligation under this section shall
be subject to the conditions that Skysite provide MELA notice of any such claim,
suit or proceeding promptly after Skysite shall receive notice or obtained
knowledge thereof, and, at Skysite's expense, provide full information and
assistance as reasonably requested by MELA in such defense. MELA reserves the
right in the event of any such claim, suit or proceeding to modify or replace
the affected Products to eliminate the alleged infringement or to give Skysite
a refund of the price of the affected Products, in which event, MELA shall have
no further liability to Skysite except for its obligation to indemnify and
defend Skysite against third party claims as set forth in this Section 14.1
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14.2 Notwithstanding the foregoing, MELA shall have no liability for or any
responsibility with respect to any infringement arising out of: (a) the
combination of any Products with any other product whether or not furnished to
Skysite by MELA; or (b) modification of any Products unless such modification
was made by MELA. MELA shall not be liable for any costs or expenses incurred
without MELA's prior written authorization, and in no event shall MELA's total
liability to Skysite under, or as a result of compliance with, this section
exceed the aggregate sum paid to MELA by Skysite for the affected Products. The
foregoing states the entire responsibility of MELA and the exclusive remedy of
Skysite with respect to any alleged intellectual property right infringement or
violation in connection with Products, and MELA shall in no event be liable for
loss of use or for incidental, indirect or consequential damages, whether in
contract or in tort, by virtue of any such infringement or violation. No sale
under this Agreement shall convey any license by implication, estoppel or
otherwise under any proprietary or patent rights of MELA except for the right to
resell Products in accordance with this Agreement.
XV. Arbitration
15.1 Except as hereinafter provided, all disputes arising out of or in any
manner relating to this Agreement which the parties do not resolve in good faith
within ten days after either party notifies the other of its desire to arbitrate
such dispute or controversy shall be settled by arbitration by a single
arbitrator in accordance with the then standard prevailing commercial rules, as
modified or supplemented by this article, of the American Arbitration
Association ("AAA"). The arbitration shall be held in Washington, D.C. The
arbitration award shall be in writing and shall specify the factual and legal
bases of such award. The arbitration award shall be final and binding, and a
judgment consistent therewith may be entered by any court of competent
jurisdiction. The parties agree that the arbitration award shall be treated
confidentially, and the parties shall not, except as otherwise required by law
or court order, disclose the arbitration award to any third party, excluding
personnel in their affiliated companies and their attorneys and accountants with
a need to know, provided that such recipients agree to be bound by the same
restrictions as are contained in this Agreement. The arbitrator shall not have
the power to render an award of punitive damages. To the extent of any conflict,
this article shall supersede and control AAA rules.
15.2 Nothing in this article shall be construed to preclude or in any way
prohibit MELA from (1) seeking any provisional remedy, such as injunction or a
temporary restraining order, to enforce Articles X and XI of this Agreement or
(2) instituting or prosecuting to judgment any lawsuit in any court of
competent jurisdiction to collect any moneys due from Skysite.
15.3 Except as provided in this section, neither MELA nor Skysite shall have
the right to take depositions or obtain discovery of documents or other
information which is relevant to the subject matter of any arbitration which is
required under Section 15.1 of this Agreement. After the appointment of the
arbitrator, MELA and Skysite shall agree on (1) a reasonable number of and
schedule for depositions which the parties may take and (2) a reasonable scope
and schedule for the production of documents or other information which is
relevant to the subject matter of the arbitration. If MELA and Skysite cannot
reach agreement on the number of depositions, the scope of
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production of documents or other information and the schedule therefor, the
arbitrator shall make such determination(s). All discovery shall be completed no
later than 30 days prior to the arbitration hearing. The arbitrator shall have
the power to enforce any discovery agreed upon by the parties or otherwise
required to be taken pursuant to this section by imposing the same terms,
conditions, sanctions and penalties as can be or may be imposed in like
circumstances in a civil action by the Washington, D.C. Court, except the power
to order the arrest or imprisonment of a person.
15.4 No later than 30 days prior to the arbitration hearing, each party shall
produce to the other party and the arbitrator lists of the witnesses, documents
and other information which such party intends to use at the arbitration
hearing.
XVI. General Provisions
16.1 A "Force Majeure Event" shall mean any one or a set of the following
circumstances which prevent or materially hinder or impede Company's performance
under this Agreement: (a) riot, strike or other similar concerted labor
difficulty; (b) war, insurrection, rebellion or civil disturbance; (c)
governmental action, inaction or authority; (d) fire, flood, freezing, storm or
other violence of nature; or (e) any other circumstance or set of circumstances,
whether similar or dissimilar to the foregoing, which is beyond the reasonable
control of MELA. MELA shall not be liable for any delay or failure of
performance which is caused by a Force Majeure Event.
16.2 Skysite shall not assign or otherwise transfer this Agreement or any
interest in this Agreement or rights under this Agreement without the prior
written consent of MELA. Any such purported assignment or transfer shall be
null, void and of no effect.
16.3 No waiver of, or the failure of either party to require strict compliance
with, any provision of this Agreement in any respect shall be deemed to be a
waiver of such party's right to insist upon strict compliance with such
provision or with all other provisions of this Agreement. No waiver by either
party of any breach of or default under this Agreement shall constitute a waiver
of any other or subsequent breach or default. No waiver shall be binding unless
duly executed in writing by the party against whom the waiver is sought to be
enforced.
16.4 This Agreement supersedes any and all prior understandings and agreements,
whether oral or written, entered into between Skysite and MELA with respect to
the subject matter of this Agreement and each party acknowledges that there are
no warranties, representations, covenants or understandings of any kind, nature
or description whatsoever made by either party to the other, except as are
expressly set forth in the Agreement.
16.5 This Agreement shall not be subject to change or modification, except by
Agreement in writing duly executed by the parties.
16.6 If and to the extent that any provision of this Agreement shall be
determined by any legislature or court of competent jurisdiction to be in whole
or in part invalid or unenforceable, such provision or
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part shall be deemed to be surplusage and to the extent not so determined to be
invalid or unenforceable, each remaining provision of this Agreement shall
remain in full force and effect.
16.7 All notices, demands and requests which may be given or which are required
to be given by either party to the other must be in writing. All notices,
demands and requests by the Buyer or Seller shall be sent by express, registered
or certified mail, return receipt requested, postage prepaid, or by overnight
courier service such as Federal Express, and addressed as follows, or to such
other address as a party may specify by duly given notice:
IF TO MELA: Mitsubishi Electronics America, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: General Manager
Telecommunications and Network Systems Division
IF TO SKYSITE: Skysite Communications Corporation
00000 Xxxxxxx Xxx
Xxxxx Xxxxxxxxx, XX 00000
Attn: CEO
Notices, demands and requests by the Seller or Buyer when given in the manner
aforesaid through the mail will be deemed sufficiently served or given for all
purposes hereunder three (3) business days (days national banks are open for
business) after the date such notice, demand or request is so mailed, whether or
not actually received and the next business day after sending by overnight
courier. The parties shall notify the other (in the manner set forth above) of
any change in address, such notice to be effective ten (10) days after given.
16.8 All headings contained in this Agreement are for convenience of reference
and shall have no effect in the interpretation of any language contained in this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
MITSUBISHI ELECTRONICS SKYSITE COMMUNICATIONS
AMERICA, INC. CORPORATION
Name: Kiyoshi Sayamoto Name: Xxxxxx X. Xxxxxx, Xx.
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Title: Vice President & General Manager Title: President & CFO
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Signature: /s/ Kiyoshi Sayamoto Signature: /s/ Xxxxxx X. Xxxxxx, Xx.
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Date: November 6, 1997 Date: 21 November 1997
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