Exhibit 10.28
SERVICES AGREEMENT
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THIS AGREEMENT, entered into and effective as of May 1, 1997, (the "Effective
Date") is by and between Information Technologies of America, a division of Sony
Electronics Inc., with offices at 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000 ("Sony"),
and Intek Information Inc. with an address at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxx 00000 ("Vendor").
WITNESSETH:
Background. Sony wishes to engage Vendor to perform certain services as more
particularly described in Exhibit A, attached to and made a part of this
Agreement, as well as such other additional and/or modified Services on projects
that may, from time to time be assigned by Sony to and accepted by Vendor
pursuant to the procedures provided herein (the "Services"). Vendor desires to
perform the Services for Sony in such capacity and represents that it possesses
the skills and expertise required to perform the Services.
NOW, THEREFORE, in consideration of the mutual covenants and premises
hereinabove and hereinafter set forth, the parties hereby agree as follows:
1. SERVICES / SCHEDULE
A. Sony hereby engages Vendor to perform the Services as described in
Exhibit A or as from time to time may be assigned pursuant to Paragraph 1.B.
Vendor agrees to perform the Services in accordance with the highest
professional standards applicable to the performance of like services. Without
in any manner prejudicing the right of Sony to claim that any other breach or
default of this Agreement on the part of Vendor constitutes a material breach or
default, it is understood and agreed that, except as provided under Paragraph
1.D below, the failure of Vendor to perform the Services in any material
respects at the times and in the manner specified shall constitute a material
breach and default of this Agreement on the part of Vendor.
B. Sony may, from time to time, request that Vendor perform additional
services ("Additional Services"). If Vendor accepts such assignments, the
parties shall agree to the parameters of the Additional Services to be
undertaken by executing an Additional Work Authorization in the form of Exhibit
B, attached to and made a part of this Agreement. The Additional Services shall
be considered Services under this Agreement, and shall be performed in
accordance with and subject to the terms and conditions of this Agreement and
the Additional Work Authorization specifying the Services to be performed.
C. Sony may periodically request reasonable written reports concerning
Vendor's progress, project status, billing data, and other matters pertaining to
the Services, and Vendor shall promptly provide such reports to Sony at no
additional charge.
D. In the event delay is caused by circumstances beyond either party's
control, including but not limited to fire, strike, war, riots, acts of God
and/or acts of civil or military authority, the time limitation in Paragraph 1.A
above shall be extended to provide for such delay. Immediately upon such an
occurrence, the parties shall enter into good faith discussions as to mutually
acceptable adjustments to or alternate methods of proceeding with the affected
Services, and the impact, if any, on project schedules. If any such delay
continues for a period beyond 30 days, and the parties are unable to agree to an
acceptable adjustments to or alternate methods of proceeding with the affected
Services, then either party may terminate any or all of the affected Services
and/or this Agreement. It is understood and agreed by the parties that this
Section 1.D shall apply if a labor and/or equipment shortage is caused by a
requirement by Sony with notice of less than sixty (60) days which would require
substantial hiring and/or equipment acquisition.
E. Sony shall respond to Vendor inquiries in an expeditious manner to
promote the efficient and effective performance of the Services.
2. COMPENSATION / EXPENSES
A. As full and complete consideration for the Services to be performed by
Vendor, Sony agrees to pay Vendor total fees (hereinafter called the "Fees") in
accordance with this Paragraph 2, inclusive of any and all taxes on the Services
which are Vendors complete responsibility (but which in any case are exclusive
of taxes based on Sony's income or property taxes on Sony owned, leased or
licensed assets). For the Services to be provided under Exhibit A, the Fees
shall be as set forth in Exhibit A. For any Additional Services pursuant to
Paragraph 1.B above, the Fees shall be agreed upon prior to the initiation of
such Additional Services and set forth in the Additional Work Authorization as
provided in Paragraphs 1.B above. Vendor shall only be compensated for
Additional Services pursuant to executed Additional Work Authorizations as
provided in this Agreement. Any work which is not so executed and documented
shall not be entitled to compensation under any legal theory and Vendor hereby
waives any compensation for such additional and/or modified work. Payment of
the Fees shall be subject to performance of the Services as provided herein.
B. The Fees shall include all sums due and owing of every kind and
description including but not limited to mileage, stationery, and special
services such as typing, duplicating costs and mailing expenses. Unless these
costs are specifically agreed to as a separate reimbursable expense item on
Exhibit A or in an Additional Work Authorization, Sony will not pay Vendor
therefor. However, it is understood and agreed by the parties that Fees as used
in this Agreement do not include telecommunications expenses including, but not
limited to, set-up fees, installation fees, taxes on phone services provided on
behalf of Sony, monthly telephone fees for numbers utilized by Vendor in
performing the Services, 800 and 900 number charges, line charges and TI
charges. Whenever possible such charges shall be billed directly to Sony.
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C. Vendor represents to Sony that Vendor shall employ good faith efforts
to maintain rates that are the same as or no higher than those charged to other
clients of Vendor for the performance of like services.
D. Unless otherwise specified in Exhibit A or in an Additional Work
Authorization, Invoices are to be submitted monthly and, subject to the terms of
this Agreement, are payable by Sony within thirty (30) days of receipt thereof
by Sony. The parties agree that payment for Services rendered between the
Effective Date and December 31, 1997 has been made in full. Payment for
Services rendered from January 1, 1998 to September 30, 1998 and property
documented by Vendor shall be made by October 30, 1998.
E. Vendor shall maintain complete and accurate accounting records, and
shall retain such records for a period of two (2) years following the date of
the invoice to which they relate. Sony shall have the right, upon reasonable
notice, to audit at any time up to one (1) year after payment of an invoice,
Vendor's records relating to the Fees and expenses billed to Sony in connection
with the Services rendered under this Agreement. Sony will attempt to minimize
any disruption to Vendor's business caused by the audit.
F. In the event Vendor determines that it has any inquiries, problems or
believes there are errors or discrepancies with respect to any amounts due
pursuant to this Agreement, Vendor agrees to give Sony written notice thereof
within one (1) year from the date that the work which gave rise to the inquiry,
problem and/or discrepancy, etc. was performed. Vendor's failure to give Sony
such notice shall constitute a waiver of any and all rights which Vendor may
have to any adjustment, charge or reimbursement by reason thereof.
3. PROPRIETARY RIGHTS / CONFIDENTIALITY/ EXPORT CONSIDERATIONS
A. Vendor and Sony hereby represent and warrant to one another that their
respective activities in connection with the performance of the Services
hereunder will not violate any proprietary rights of third parties, including,
without limitation, patents, copyrights, or trade secrets, and that neither
party's activities in connection with the performance of the Services hereunder
will violate any contractual obligations or confidential relationships which
either Vendor or Sony may have to/with any third party.
B. Vendor agrees to hold in trust and confidence all of the information
regarding Sony's business, Sony's customers, the Services performed hereunder
and the results thereof (i) disclosed by Sony, its agents or employees to Vendor
hereunder; (ii) obtained from Sony or otherwise learned as a result of the
Services performed hereunder; and/or (iii) used as a basis for and/or contained
in any reports prepared by Vendor for Sony hereunder (all of which shall be
called the "Confidential Information").
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C. Sony agrees to hold in trust and confidence all information marked as
Confidential Information regarding Vendor's business, methods, processes, the
Services performed hereunder and the results thereof (i) disclosed by Vendor,
its agents or employees to Sony hereunder, (ii) obtained from Vendor or
otherwise learned as a result of the Services performed hereunder; and/or (ii)
used as a basis for and/or contained in any reports prepared by Vendor for Sony
hereunder (all of which shall be included as Confidential Information). In
addition, any and all information regarding the architecture and use of Telweb
and the networking arrangements supporting the Services shall be considered
Confidential Information without being so marked.
D. The existence and substance of this agreement shall be included as
Confidential Information. Neither Sony nor Vendor will disclose all or any part
of the Confidential Information to any third party not associated with the
performance of the Services hereunder. Neither Sony nor Vendor shall make any
press release regarding the existence of this Agreement without the prior
written consent of the other party; provided, however, that Vendor may use
Sony's name as a reference and on Vendor's client lists. Notwithstanding the
foregoing, Vendor may disclose the terms hereof on a confidential basis to its
advisors and lenders.
E. It is understood, however, that the restrictions in this Paragraph 3,
shall not apply to any portion of the Confidential Information which Sony or
Vendor can clearly demonstrate falls within any of the following categories: (i)
Confidential Information that as of the time of disclosure to Sony or Vendor
respectively, was already known to Sony or Vendor without obligation of
confidentiality, as demonstrated by appropriate documentary evidence antedating
the relationship between Vendor and Sony; or (ii) Confidential Information
obtained after the date hereof by Sony or Vendor from a third party which is
lawfully in possession of such information and not in violation of any
contractual or legal obligation to Vendor or Sony respectively with respect to
such information; or (iii) Confidential Information which is or becomes part of
the public domain through no fault of Sony or Vendor or their respective
employees; (or) Confidential Information which Sony or Vendor is required to
disclose by applicable law, rule, regulation or order.
F. Each party agrees to restrict access to all of the Confidential
Information within its company to only such limited group of authorized
employees or independent contractors who (i) require such information in
connection with their activities as contemplated by this Agreement, and (ii)
have agreed in writing to maintain the confidential nature of all proprietary
information including that of third parties received by them in the course of
their employment or engagement.
G. All written materials relating to or containing the Confidential
Information shall be maintained in a secure area and plainly marked to indicate
the secret and confidential nature thereof and to prevent unauthorized use or
reproduction thereof.
H. Disclosure of Confidential Information to Vendor hereunder shall not
constitute any option, grant or license to Vendor under any patent or other
rights now or hereinafter held by Sony, its subsidiaries, or any of its
affiliated companies.
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I. Upon termination of this Agreement, or earlier upon Vendor or Sony's
request, Sony or Vendor respectively shall deliver all items containing any
Confidential Information to Sony or Vendor respectively or make such other
disposition thereof as the requesting party may direct.
J. In order to enable Sony to disclose technology or software to Vendor
in conformity with the requirements of Part 740.3 (d) of the U.S. Department of
Commerce's Export Administration Regulations, Vendor hereby gives assurance to
Sony that it will not, without a license or a License Exception from the U. S.
Department of Commerce's Bureau of Export Administration, reexport or release
the technology and/or software, including source code, to any one of the
countries listed in Country Groups D:l or E:2 of Supplement No. 1 to Part 740 of
the Export Administration Regulations or to a national of any one of those
countries. Such countries are currently: Albania, Armenia, Azerbajian, Belarus,
Bulgaria, Cambodia, the People's Republic of China, Cuba, Estonia, Georgia,
Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Moldova, Mongolia, North
Korea, Romania, Russia, Tajikstan, Turkmenistan, Ukraine, Uzbekistan and
Vietnam.
K. Sony will not solicit for employment any employee of Vendor or its
affiliates directly involved in the Services identified to Sony in writing, or
induce any such employee or contractor of Vendor to leave the employment of or
terminate the contractor relationship with, Vendor or its affiliates, or assist
or encourage any other person to do so, during the term of this Agreement and
for a period of one (1) year thereafter without the prior written consent of
Vendor.
L. This Paragraph 3 shall survive termination or expiration of this
Agreement.
4. OWNERSHIP OF DATA DERIVED
A. As part of this Agreement, and without additional compensation, Vendor
acknowledges and agrees that all right, title and interest (including, without
limitation, patents and copyrights) in any and all Data as defined below shall
vest exclusively in Sony. Data shall be defined as the business plan, marketing
plan, customer lists, historical customer data and/or other data compiled by
Vendor relating to Sony products and/or customers, Sony product and service
information, scripts, and call guides used in connection with the performance of
Services hereunder. Vendor without further compensation therefor does hereby
irrevocably assign, transfer and convey in perpetuity to Sony and its successors
and assigns the entire worldwide right, title, and interest in and to the Data
including, without limitation, all patent rights, copyrights, mask work rights,
trade secret rights and other proprietary rights therein. Such assignment
includes the transfer and assignment to Sony and its successors and assigns of
any and all moral rights which Vendor may have in the Data. Vendor acknowledges
and understands that moral rights include the right of an author: to be known
as the author of a work; to prevent others from being named as the author of a
work; to prevent others from falsely attributing to an author the authorship of
a work which he/she has not in fact created; to prevent others from making
deforming changes in an author's work; to withdraw a published work from
distribution if it no longer represents the views of the author; and to prevent
others from using the work or the author's name in such a way as to reflect on
his/her
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professional standing. Notwithstanding anything to the contrary in this
Agreement, it is understood and agreed by the parties that any and all right,
title an interest in Vendor's proprietary software known as Telweb remains with
Vendor.
B. All data, business plans and information, specifications, drawings, or
other property indicated on Attachment 3A shall remain the exclusive property of
Sony. Vendor agrees that such Sony property will be used for no purpose other
than for work for Sony under this Agreement. Vendor shall be responsible for the
safekeeping of all such property. All telephone numbers (including 800 and 900
numbers), web addresses and other locator information used as part of the
Services shall be the property of Sony. Any hardware or software supplied by
Sony shall remain the property of Sony, and Vendor agrees to execute Sony's
standard loan agreement for any such property.
C. Vendor agrees that without further remuneration (except out-of-pocket
expenses) and whether or not this Agreement is in effect, Vendor will, at Sony's
request execute and deliver any documents and give all reasonable assistance
which may be essential or desirable to secure to, assign, and vest in Sony the
sole and exclusive right, title, and interest in and to the Data and items
listed on Attachment 3A.
D. Sony hereby grants Vendor a perpetual, non-terminable, world wide
royalty-free license to such elements of the Data that are both generic in
nature and necessary for the normal operation of Vendor's business (as such
business is presently conducted or may be conducted). Any Data setting forth
Sony customer or other Sony database information, or other proprietary
information reasonably designated by Sony as confidential, is specifically
excluded from this license. THE DATA LICENSED BY SONY IS LICENSED AS IS, WITHOUT
WARRANTY OF ANY KIND. SONY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND/OR FITNESS FOR A
PARTICULAR PURPOSE.
5. INDEMNIFICATION
A. Vendor shall indemnify, defend and hold Sony, its affiliates, and
their respective officers, directors, and employees, harmless from and against
any and all claims, demands, liabilities, loss, damages, expenses, proceedings,
actions or causes of action or government inquiries, including attorneys' fees
and expenses and costs, arising out of or connected with (i) personal injury or
property damage to the extent such injury and/or damage results from the
negligence or willful misconduct of Vendor or its employees, agents, or
subcontractors, (ii) Vendor's breach of contract, services or obligations under
this Agreement (iii) third party claims of negligence, invasion of privacy,
mental distress, defamation or any other claim or cause of action based upon the
acts and/or omissions of the agents, employees or subcontractors of Vendor.
Vendor shall have no such obligation (x) if the matter is based on the accuracy
and/or truthfulness of scripts, policies or instructions provided (or scripts
approved) by Sony, (y) for any goods or services provided or to be
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provided by Sony, its agents or contracts, or (z) for goods or services
designated by Sony to be used by Vendor.
B. Sony shall indemnify, defend and hold Vendor, its affiliates, and
their respective officers, directors and employees, harmless from and against
any and all claims, demands, liabilities, loss, damages, expenses, proceedings,
actions or causes of action or government inquiries, including attorneys' fees
and expenses and costs, arising out of or connected with (i) personal injury or
property damage to the extent such injury and/or damage results from the
negligence or willful misconduct of Sony or its employees, agents or
subcontractors, (ii) Sony's breach of contract, services or obligations under
this Agreement and/or (iii) third party claims of negligence, products
liability, consumer credit, consumer fraud, deceptive trade practices or any
other claim or cause of action based upon the policies, acts and/or omissions of
the agents, employees or subcontractors of Sony other than Vendor. It is
understood and agreed by the parties that Vendor shall have no obligation to
evaluate and/or verify that Sony is in compliance with laws relating to consumer
credit, consumer fraud, deceptive trade practices or other similar matters and
that Vendor may rely upon Sony's representation, hereby made, that Sony is in
compliance to the best of its knowledge.
C. Any party seeking defense and indemnification under this Section shall
(i) give the indemnifying party prompt written notice of the claim for which
defense and indemnification is sought, (ii) give the indemnifying party control
over the defense and any compromise or settlement of the claim, except the party
being defended and indemnified shall have the right to approve the selection of
counsel, which approval shall not be unreasonably withheld; (iii) cooperate with
the indemnifying party in connection with the defense, compromise and settlement
of the claim; and (iv) provide, at the indemnifying party's expense, such
assistance in the defense, compromise and settlement of the claim as the
indemnifying party may reasonably request. The obligations described in this
Paragraph 5 shall survive the termination/expiration of this Agreement.
6. INSURANCE
A. Simultaneously with execution of this Agreement, Vendor shall furnish
to Sony an insurance certificate evidencing that it maintains, with insurance
companies with a Best's rating of B+ or above, and naming Sony as an additional
insured, the following coverages: (i) Worker's Compensation and Employer's
Liability, with minimum statutory limits; and (ii) General Liability, with
minimum limits of $1,000,000.00 per occurrence for bodily injury, death, or
property damage.
B. The Certificate required pursuant to Paragraph 6.A above shall specify
date(s) when such insurance expires and shall further provide for thirty (30)
days' prior notification to Sony of cancellation or material change in coverage,
and renewal certificates shall be in Sony's possession prior to the expiration
dates of all policies noted therein.
7. TERM, TERMINATION AND CANCELLATION
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A. This Agreement shall commence on the Effective Date and thereafter
shall remain in effect (unless and until terminated as set forth in this
Paragraph 7) until all duties and obligations of the parties have been
discharged, but in any event shall expire on March 31, 1999.
B. Either party may terminate this Agreement, effective upon delivery of
written notice of termination, if the other party materially breached this
Agreement and does not correct such material breach within thirty (30) days
after receiving written notice of such material breach.
C. Upon expiration of the cure period and termination of this Agreement,
either party shall deliver to the other party all items requested containing any
Confidential Information as described under Paragraph 3 above and/or Data as
described under Paragraph 4 above, or make such other reasonable disposition
thereof as the requesting party may direct in writing.
8. INDEPENDENT CONTRACTOR
A. It is understood and agreed that in performing the Services for Sony
hereunder, Vendor shall act in the capacity of an independent contractor and not
as an employee or agent of Sony except to the extent that Vendor is specifically
required to do so under this Agreement. Vendor agrees that unless otherwise
instructed in writing it shall not represent itself as the agent or legal
representative of Sony for any purpose whatsoever except to the extent that
Vendor is specifically required to do so under this Agreement. Vendor shall be
solely responsible for the remuneration of and the payment of any and all taxes
with respect to its employees and contractors and any claims with respect
thereto and shall be solely responsible for the withholding and payment of all
federal, state and local income taxes as well as all FICA and FUTA taxes
applicable to it, or its employees. Vendor acknowledges that as an independent
contractor, neither it nor any of its employees or contractors shall be eligible
for any Sony employee benefits, including, but not limited to, vacation,
medical, dental or pension benefits.
B. Vendor agrees to indemnify Sony for and hold it harmless from any and
all taxes which Sony may have to pay and any and all liabilities (including, but
not limited to, judgements, penalties, fines, interest, damages, costs and
expenses, including reasonable attomey's fees) which may be obtained against,
imposed upon or suffered by Sony or which Sony may incur by reason of Vendor's
failure to deduct and withhold from the compensation payable hereunder any
amounts required or permitted to be deducted and withheld from the compensation
of an individual under the provisions of any statutes heretofore or hereafter
enacted or amended requiring the withholding of any amount from the compensation
of an individual.
C. Notwithstanding any other provisions of this Agreement, if it should
be determined that Sony is legally required to make deductions from any amounts
owed to Vendor under this Agreement (e.g., withholding taxes, social security
contributions, etc.), Sony shall have the right to do so after providing Vendor
with thirty (30) days prior written notice.
9. LIMITATION OF LIABILITY
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Under no circumstances shall either party be liable to the other for any
punitive or indirect loss or damage whether or not such loss or damage is caused
by the fault or negligence of such party, its employees, agents or contractors.
This exclusion is not intended to apply to:
(i) loss or damage incidental to a default, termination, suspension or
defect in Vendor's services such as, but not limited to, additional managerial
and administrative costs and expenses incurred in effecting a cover under a
Vendor default;
(ii) loss or damage to property or personal injuries (including death)
directly caused by Vendor's or Sony's negligence.
10. NOTICES
Except as otherwise provided herein, to be effective, all communications
and notices relating to this Agreement are to be sent by first class mail,
postage prepaid (effective three (3) days after postmark date) or delivered
personally or by telecopy/fax (with a first class mail, postage prepaid
confirmation) to the respective addresses set forth in the opening paragraph
hereof (in the case of notices to Sony, with a copy to: Law Department, Mail
Drop 2A8, at such address, and in the case of Vendor addressed ("Attn.
President"), or to such other addresses as either party shall designate by
notice given as aforesaid.
11. GENERAL
A. If Vendor's employees are working on the premises of Sony, Vendor's
employees shall observe the working hours, working rules and security procedures
established by Sony.
B. If Sony's employees are working on the premises of Vendor, Sony's
employees shall observe the working hours, working rules and security procedures
established by Vendor.
C. Neither party may assign this Agreement, provided however, it is
understood and agreed by the parties that there is a possibility that the
Vendor, as an entire business unit, could be purchased by another company. In
the event that such purchase as an entire business unit becomes probable, Vendor
shall promptly notify Sony. Sony shall have the right to immediately terminate
this Agreement after any such purchase of Vendor at any time the senior
management of Vendor as of the Effective Date is no longer directly involved in
making the strategic or operational business decisions for the new entity
affecting Sony.
D. Either party's waiver of any breach or failure to enforce any of the
terms and conditions of this Agreement at any time shall not in any way affect,
limit or waive such party's right thereafter to enforce and compel strict
compliance with every term and condition thereof.
E. This Agreement shall be deemed to have been made and executed in the
State of California and any dispute arising hereunder shall be resolved in
accordance with the laws of
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California. The parties hereby consent to and submit to the jurisdiction of the
federal and state courts located in the State of California, and any action or
suit under this Agreement shall only be brought by the parties in any federal or
state court with appropriate jurisdiction over the subject matter established or
sitting in the State of California. The parties shall not raise in connection
therewith, and hereby waive, trial by jury and/or any defenses based upon the
venue, the inconvenience of the forum, the lack of personal jurisdiction, the
sufficiency of service of process or the like in any such action or suit brought
in the State of California. THE PARTIES HEREBY WAIVE TRIAL BY JURY WITH RESPECT
TO ANY DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT.
F. In case any term of this Agreement shall be held invalid, illegal or
unenforceable in whole or in part, neither the validity of the remaining part of
such term nor the validity of any other term shall be in any way affected
thereby.
G. All remedies provided herein are cumulative and not exclusive of any
remedies provided by law or equity.
H. In the event of any litigation between the parties hereto with respect
to this Agreement, the prevailing party (the party entitled to recover the costs
of suit, at such time as all appeals have been exhausted or the time for taking
such appeals has expired) shall be entitled to recover reasonable attorneys'
fees in addition to such other relief as the court may award.
I. Except as otherwise provided herein, the rights and obligations of the
parties hereto shall survive any termination of this Agreement.
J. Vendor will comply with all statutes, ordinances, and regulations of
all federal, state, county and municipal or local governments, and of any and
all of the departments and bureaus thereof, applicable to the carrying on of its
business and performance of the Services, including without limitation laws
regarding misrepresentation, deceptive business practices and invasion of
privacy. Vendor agrees to comply with the Sony Electronics Inc. Ethics Guide
for Third Parties attached as Exhibit C.
K. Sony will comply with all statutes, ordinances, and regulations of all
federal, state, county and municipal or local governments, and of any and all of
the departments and bureaus thereof, applicable to the carrying on of its
business and performance of the Services, including without limitation laws
regarding misrepresentation, deceptive business practices and invasion of
privacy.
L. This Agreement constitutes the complete agreement between the parties
hereto and supersedes all prior communications and agreements between the
parties with respect to the subject matter hereof and may not be modified or
otherwise amended except by a further writing executed by both parties hereto,
which writing makes specific reference to this Agreement.
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M. The parties will act in good faith, deal fairly, and act in a
commercially reasonable manner in connection with the relationship between them.
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IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives
have executed this Agreement upon the date first set forth above.
INTEK INFORMATION INC. SONY INFORMATION
TECHNOLOGIES OF AMERICA,
A DIVISION OF
SONY ELECTRONICS INC.
By:/S/ XXXXXXX X. O'NEAL_____________________ By: /S/ XXXXXX XXXXXXXX
Xxxxxxx X. X'Xxxx -------------------
Managing Director Print Name: Xxxxxx Xxxxxxxx
Title: President, ITA
Sony Electronics, Inc.
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