TRANSFER AGREEMENT
BETWEEN
TRADE CENTRE SYSTEMS ("TCSH")
AND
JEBSEN AND XXXXXX COMMUNICATIONS (S) PTE LTD ("J&J")
BACKGROUND
A. IPC Information Systems, Inc. ("IPC") following its acquisition of V Band
Corporation has confirmed J&J as its distributor in Singapore and regions.
B. TCSH agrees to transfer or assign to J&J any rights to obtain business from
V Band clients in Singapore in consideration for the following:
1. SALES/ PROJECTS/ BUILD-UPS (SYSTEM EXPANSIONS) MOVES, ADDS AND CHANGES
1.1 J&J will pay TCSH 20% of the margin of any IPC systems sold to the
clients nominated in Schedule A prior to October 31, 2000. This is
intended to cover all TCSH's V Band clients.
1.2 J&J will pay TCSH 60% of the gross profit on build-up (system
expansion) and MAC's orders from TCSH's existing V BAND customer base,
or from sales to existing customers of TCSH products or services,
received prior to October 31, 2000.
1.3 TCSH will provide J&J with client site configuration detail.
1.4 J&J agrees to offer employment to Lim Xxxxx Xxxx and Xxxx Xxx Wee
(Xxxxxxx) on terms no less favourable than their current salary
packages, such employment to commence as soon as practicable with a
target date for commencement as January 1, 2000. TCSH will use
reasonable endeavours to facilitate the transfer of these employees to
J&J.
2. MAINTENANCE
2.1 TCSH will novate all its Maintenance contracts to J&J by 31 December
1999. After novation J&J will assume all responsibility for the V Band
sites.
2.2 The main intention of this arrangement is to give J&J immediate access
to TCSH's V Band clients. TCSH will not unreasonably delay or hinder
the novation of the contracts and will use best endeavours to arrange
that the novations take place as soon as practicable.
2.3 TCSH will supply all staff and materials required for maintenance in
each case until the contract is novated. Arrangements will be made for
reimbursement where J&J for any reason incur service obligations prior
to novation.
2.4 TCP Sydney will supply level 2 support on V Band products 24 hours
a day, 7 days a week until October 31, 2000 at no charge.
2.5 J&J will split 40/60 the net revenue with TCSH from all novated
maintenance contracts and maintenance contracts arising from clients
nominated in Schedule A after deduction of additional material costs
and 3rd party support charges, until October 31, 2000. J&J will supply
all staff required.
3 DOCUMENTATION
3.1 TCSH will provide by December, 31 1999 to J&J on signing of this
agreement:
o a list of existing customers and site documentation
o details and copies of existing maintenance contracts.
o Invoicing details for each client
3.2 TCSH will assign approvals and other relevant documents for the V Band
product range.
4 FUTURE CO-OPERATION
4.1 TCP will make its products available to J&J on reasonable terms where
there is no conflict with existing local distributors.
5. NON-COMPETITION
TCSH agrees not to compete with J&J by selling any other turret product
for a period of twelve months following the date of the Agreement.
6. STOCK AND SPARES
TCSH will provide J&J with the stock of equipment and spares required
to maintain the systems nominated in Schedule A. This is not to include
items as part of work in progress to meet current orders. TCSH and J&J
will negotiate in good faith to determine spares level, and TCSH agrees
not to deal otherwise in that stock. TCSH will not charge a fee for the
stock and equipment used for maintenance purposes. Stock and equipment
utilised for customer expansion will be shared 60/40 on a revenue basis
from client invoice.
7. PAYMENT TERMS
Payment will be made by J&J to TCSH in arrears on the 15th of the
calendar month and will be based on the monthly billed and received
amounts. Accounts will be reconciled to include monies already received
by TCSH for pre-paid maintenance contracts.
8. TCSH PREMISES WALLICH STREET
Should J&J wish to utilise the premises at Wallich Street from the
period when they are vacated by TCSH until the conclusion of the lease
period (31 May 2000), J&J will contribute S$1,000.00 for part lease
costs. TCSH intend to give notice to the landlord in February that the
lease will not be extended unless otherwise notified by J&J.
9. ASSOCIATED COMPANIES
Where the context permits, this Agreement is agreed to bind the
associated companies of J&J and TCSH and their respective subsidiaries)
-2-
Signed for and on behalf of TCSH Signed for and on behalf of J&J
By /s/ Illegible By /s/ Illegible
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(SIGNATURE)
ILLEGIBLE ILLEGIBLE
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(PRINT NAME AND TITLE)
Date 12/16/99 Date 12/16/99
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SCHEDULE A (NOMINATED CLIENT SITES)
0 UBS AG
0 Christiana Bank
0 Westpac Banking Corporation
0 Capital International
0 Tokai Bank
0 Spectron Energy
0 Philips Singapore
0 San Paolo IMI Bank
0 HSBC Investment
0 Neptune Orient Line
0 NATSTEEL
0 NM Rothschild
0 Tokai Bank
0 Prebon Ltd.
