[FIELDWORKS INC. LOGO]
EXHIBIT 10.30
SYSTEM INTEGRATOR AGREEMENT
This non-exclusive System Integrator Agreement is made as of by and between
located at ("S.I."), and FIELDWORKS, INCORPORATED, located at 0000 Xxxxxx Xxxx
Xx., Xxxx Xxxxxxx, XX 00000 ("FieldWorks").
S.I. desires to sell to third parties certain products manufactured and
sold by FieldWorks as part of systems with additional software and/or hardware.
FieldWorks desires to have S.I. act as its non-exclusive system integrator in
the sale of such bundled products. In consideration of the covenants contained
in this Agreement, the parties agree as follows:
1. Appointment of S.I.
1.1 FieldWorks hereby appoints S.I. as a non-exclusive system integrator
for the FieldWorks products set forth on Exhibit A (the "Products") as
FieldWorks may amend such exhibit from time to time upon notice to S.I. S.I.
shall sell the Products bundled with application software or system hardware in
such systems as are set forth in Exhibit B, as may be amended from time to time
by mutual written agreement of the parties. S.I. shall be entitled to sell the
bundled Products in the territory and/or markets defined in Exhibit C.
1.2 S.I. hereby certifies that the Products acquired under this Agreement
are to be used as part of systems or products that S.I. manufactures, supplies
or both, for sale, lease or other commercial disposition to third parties in the
regular course of S.I.'s business. Such systems or products shall include the
Products, together with substantial other hardware, software, or both,
manufactured, acquired or developed by S.I. S.I. may not remarket the Products
except as part of such systems or products and only if S.I.'s portion of such
systems or products adds substantial value to the Products.
1.3 S.I. agrees to use its best efforts to promote the sale of the
Products and agrees to abide by all reasonable rules and regulations FieldWorks
establishes for its system integrators from time to time. S.I. agrees that,
during the term of this Agreement, S.I. will not sell, promote or offer for sale
products which compete with the Products.
2. Ordering, Delivery, Prices and Payments
2.1 S.I. shall be entitled to use its standard form of purchase order for
such orders; however, any terms in addition or contrary to the terms of this
Agreement shall not apply. All orders shall be in minimum lot sizes of five (5)
units.
2.2 All orders shall be subject to acceptance by FieldWorks. FieldWorks
shall inform S.I. of acceptance or rejection of each purchase order within
fourteen (14) days of receipt thereof.
2.3 The prices to be paid by S.I. for Products purchased under this
Agreement shall be the prices established by FieldWorks defined in Exhibit A and
incorporating the discount schedule set forth in Exhibit D. FieldWorks may
increase prices of Products for which it has not yet accepted a purchase order
at any time by providing S.I. with at least (30) days prior written notice.
Page 1 of 6
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
2.4 All deliveries of Products shall be FOB FieldWorks' facilities by a
carrier of FieldWorks' choice, unless otherwise agreed in writing by FieldWorks
and S.I. Title to the Products and risk of loss shall pass to S.I. upon delivery
to such carrier. FieldWorks shall not be responsible for any delay in shipping
the Products.
3. Obligations of S.I.
3.1 S.I. shall provide all after sales support for its customers for
bundled Products or repairs, except for repairs that are covered by FieldWorks'
standard warranty. S.I. shall be the primary contact with its customers.
3.2 Except as permitted in Section 1.2, S.I. shall not modify the Products
in any manner and shall maintain Products in its inventory in a clean, safe and
professional condition. S.I. shall not reverse engineer, decompile or
disassemble the Products and shall not knowingly allow any other person to do
so.
3.3 S.I. agrees to, and hereby does, indemnify FieldWorks, its officers,
directors, employees and agents against and hold each of them harmless from any
and all claims, causes of action, damages, liabilities, costs and expenses
(including attorneys fees) arising from: (i) any breach by S.I. of any provision
of this Agreement; (ii) performance by S.I. of its obligations under this
Agreement; or (iii) use by S.I. or its agents, distributors or customers of the
Products furnished under this Agreement.
3.4 FieldWorks may from time to time review S.I.'s performance under this
Agreement. Upon request by FieldWorks, S.I. shall provide FieldWorks with
relevant records and/or access to S.I.'s facility (during normal business hours)
to perform such review.
3.5 S.I. shall provide FieldWorks with a non-binding rolling six month
forecast of orders, and shall promptly apprise FieldWorks of any anticipated
deviation from such forecast.
3.6 Except as otherwise provided herein, S.I. shall be responsible for
compliance with all laws, regulations requirements established by governmental
authorities within the U.S. and the territory and/or markets defined in Exhibit
C, including but not limited to export laws, customs and registration
requirements but exclusive of technical product standards, which are necessary
or useful for the distribution of the Products.
4. Warranty
4.1 FieldWorks warrants the Products to S.I. and its customer for a period
of one (1) year from the earlier of the date of shipment from S.I. to its
customer or sixty (60) days after shipment of the Product to S.I., pursuant to
the terms of FieldWorks' then current standard product warranty. The warranty
shall be null and void if S.I. or its customer modifies the Product without
written approval of FieldWorks.
4.2 The warranty set forth in Section 4.1 is intended for the benefit of
S.I. and S.I.'s customers. All claims made hereunder shall be made by S.I. or by
S.I.'s customer through S.I.
Page 2
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
4.3 THE WARRANTY SET FORTH IN SECTION 4.1 AND IN FIELDWORKS' STANDARD
WARRANTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE
HEREBY DISCLAIMED AND EXCLUDED BY FIELDWORKS, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL
OBLIGATIONS OR LIABILITIES ON THE PART OF FIELDWORKS FOR DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE DISTRIBUTION, USE, REPAIR OR PERFORMANCE OF THE
PRODUCTS.
4.4 S.I. represents and warrants to FieldWorks:
a. It is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation and has the corporate
power and authority to own its own assets and properties and carry on its
business as now being and heretofore conducted; and
b. The execution, delivery and performance of this Agreement have been
duly authorized, do not violate its certificate of incorporation, by-laws, or
similar governing instruments or applicable law and do not, and with the passage
of time will not, materially conflict with or constitute a breach under any
other agreement, judgment or instrument to which it is a party or by which it is
bound.
5. Trademarks
5.1 FieldWorks grants to S.I. a non-exclusive, nontransferable, royalty-
free license to use FieldWorks' trademarks and trade names solely in connection
with the distribution, promotion and advertising of the Products and in
accordance with FieldWorks' standards and instructions. S.I. shall not use any
other marks or trade names in connection with the marketing and distribution of
the Products, except with prior written permission of FieldWorks. All use of
FieldWorks' trademarks and tradenames shall be subject to FieldWorks' prior
written approval and FieldWorks may, from time to time, inspect and monitor
S.I.'s use of the FieldWorks trademarks.
5.2 S.I. is not granted any right, title or interest in such trademarks
other than the foregoing limited license, and S.I. shall not use any FieldWorks
trademarks as part of S.I.'s corporate or trade name or permit any third party
to do so. S.I. shall not register FieldWorks' trademarks or trade names without
FieldWorks' prior written authorization, nor adopt, use or register any words,
phrases or symbols which are identical to or confusingly similar to any of
FieldWorks' trademarks. Upon termination or expiration of this Agreement, S.I.
shall cease and desist from use of FieldWorks' trademarks and trade names in any
manner.
5.3 S.I. shall not remove or alter any patent numbers, trade names, trade
marks, notices, serial numbers, labels, tags, copyright notices or other
identifying marks, symbols or legends affixed to any Products, documentation,
containers or packages, without the prior written consent of FieldWorks.
Page 3
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
5.4 S.I. shall promptly notify FieldWorks in writing of any unauthorized
use of FieldWorks' trademarks or similar marks which may constitute an
infringement or passing off of FieldWorks' trademarks and shall cooperate with
FieldWorks in any legal action taken by FieldWorks. FieldWorks reserves the
right in its sole discretion to institute any proceedings against such third
party infringers.
6. Term and Termination
6.1 Unless earlier terminated as provided in this Agreement, this
Agreement shall commence as of the date set forth above and shall terminate one
(1) year thereafter. This agreement may be renewed for additional one (1) year
terms upon written agreement of the parties. If the parties fail to agree in
writing upon a renewal of this Agreement prior to the expiration of this
Agreement, this Agreement shall automatically expire and terminate without
further notice to either party.
6.2 FieldWorks may terminate this Agreement effective immediately upon
notice to S.I. if S.I. resells the Products without adding substantial value as
provided in Section 1.2.
6.3 Either party can terminate this Agreement, with or without cause, on a
thirty (30) days' prior written notice to the other party.
6.4 Within thirty (30) days of the termination of this Agreement, S.I.
shall provide to FieldWorks a list of all S.I.'s customers whose units are still
under warranty.
6.5 Upon termination or expiration of this Agreement, unless FieldWorks
terminates for S.I.'s material breach, including termination pursuant to Section
6.2, S.I. shall have the right to add value to and distribute its then-existing
inventory of Products during the three (3) month period following such
termination or expiration, and S.I. shall thereafter cease selling, leasing or
distributing the Products. If this Agreement is terminated for S.I.'s material
breach, S.I. shall cease selling, leasing or distributing the Products as of the
effective date of such termination. Sections 3.3, 4 and 7 shall survive any
termination or expiration of this Agreement.
7. Confidentiality
7.1 S.I. agrees that in the course of business dealings with FieldWorks,
certain valuable, proprietary and confidential information of FieldWorks is
likely to become known to S.I., including, without limitation, such information
as equipment and software design information, documentation, prospect and
customer lists, key employee names, pricing discount, and commission structures,
production volumes, and similar information (hereinafter "proprietary
information"). S.I. agrees that the proprietary information is the sole and
exclusive property of FieldWorks and shall be treated as confidential. S.I.
shall not disclose the proprietary information in any manner to any third party
without the prior written approval of FieldWorks and shall take reasonable
measures to prevent any unauthorized disclosure by its employees, agents,
contractors or consultants during the term hereof including appropriate
individual nondisclosure agreements. S.I. may use the proprietary information
during the term of this Agreement only as permitted or required for S.I.'s
performance hereunder.
Page 4
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
7.2 The obligations set forth in Section 7.1 shall not apply to any
information which is or becomes known to the general public, or which S.I. can
prove by written records was known to S.I. at the time of its receipt thereof
from FieldWorks, or which has been rightfully obtained by S.I. from a third
party. The provisions of this Section 7, shall survive any termination or
expiration of this Agreement.
8. General
8.1 This Agreement, including the Exhibits hereto which are incorporated
herein by reference, constitute the entire Agreement between the parties and
supersedes all prior and contemporaneous Agreements, understandings,
negotiations and discussions, whether written or oral.
8.2 Any dispute between the parties arising out of or in connection with
this Agreement, if not resolved by mutual agreement between the parties, shall
be settled by binding arbitration under the rules of the American Arbitration
Association. In the event of any such dispute or difference, either party may
give to the other party written notice that the matter shall be settled by
arbitration. Such arbitration shall be conducted in Hennepin County, Minnesota,
U.S.A. An award by arbitration may be entered as final judgment in any court
having jurisdiction in the matter or application may be made to such a court for
acceptance of the award and for an order of compliance.
8.3 This Agreement shall be governed by and interpreted under the laws of
the State of Minnesota, U.S.A., excluding its choice of law rules and the U.N.
Convention on Contracts for the International Sale of Goods.
8.4 All modifications, amendments, and/or waivers to this Agreement, less
exhibits, shall be in writing and signed by both parties. No failure by either
party to take any action or assert any right hereunder shall be deemed to be a
waiver of such right in the event of the continuation or repetition of the
circumstances giving rise to such right.
8.5 IN NO EVENT SHALL FIELDWORKS BE LIABLE TO S.I., ANY OF S.I.'s
CUSTOMERS OR ANY OTHER PARTY FOR LOSS OF PROFITS, INDIRECT, SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF
FIELDWORKS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR
DAMAGE BY S.I. OR S.I.'s CUSTOMERS. IN NO EVENT SHALL FIELDWORKS BE LIABLE FOR
ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNTS ACTUALLY PAID BY S.I. TO
FIELDWORKS UNDER THIS AGREEMENT.
8.6 S.I. may not assign, delegate or transfer any of its rights or
obligations under this Agreement, without the prior written consent of
FieldWorks. Any attempted assignment, delegation or transfer by S.I. without
such consent shall be void.
8.7 If any provision of this Agreement is found invalid or unenforceable,
such provision shall be deemed stricken from the Agreement and the remainder of
the Agreement shall continue in full force and effect.
Page 5
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
8.8 This Agreement does not make either party the employee, agent or legal
representative of the other for any purpose whatsoever. Neither party is granted
any right or authority to assume or to create any obligation or responsibility,
express or implied, on behalf of or in the name of the other party. Each party
is acting as an independent contractor.
8.9 Notices permitted or required to be given hereunder shall be deemed
sufficient if given by (a) registered or certified mail, postage prepaid, return
receipt requested, (b) private courier service, or (c) facsimile addressed to
the respective addresses of the parties as first above written or at such other
addresses as the respective parties may designate by like notice from time to
time. Notices so given shall be effective upon (1) receipt by the party to which
notice is given, or (2) on the fifth (5th) day following mailing, whichever
occurs first.
8.10 If the performance of this Agreement or any obligation hereunder
(other than the payment of monies due owing hereunder) is prevented, restricted
or interfered with by reason of any event or condition beyond the reasonable
control of such party (including without limitation acts of State or
governmental action, riots, disturbance, war, strikes, lockouts, slowdowns,
prolonged shortage of energy or other supplies, epidemics, fire, flood,
hurricane, typhoon, earthquake, lightning and explosion,), the party so affected
shall be excused from such performance, only for so long as and to the extent
that such a force prevents, restricts or interferes with the party's performance
and provided that the party affected gives notice thereof to the other party and
uses diligent efforts to remedy such event or conditions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives below.
FIELDWORKS INCORPORATED
___________________________ ______________________________
By By
___________________________ ______________________________
Title Title
___________________________ ______________________________
Date Date
Page 6
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT A
THE PRODUCTS
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT B
S.I. VALUE ADDED SYSTEMS OR PRODUCTS
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT C
TERRITORY/MARKET BOUNDARIES
Territory includes all Products to which value is added in the form of
additional software or system hardware and which are sold and shipped by S.I. to
the following geographic territory/and or markets:
Inclusions:
Exclusions:
SYSTEM INTEGRATOR AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT D
DISCOUNT SCHEDULE
General Conditions:
1 Terms: C.O.D. or cashiers check. Net 30 Days with credit approval.
1 System Integrator Agreement must be signed prior to acceptance of P.O.
1 Blanket P.O. with 12 month maximum release schedule required before quantity
discount will be applied.
1 All discounts calculated from prices listed in Exhibit A.
Sale of FieldWorks 5000 Series Products to System Integrator:
1 One time 25% discount on the first order (2 Units maximum).
ANTICIPATED ANNUAL SALES SYSTEM INTEGRATOR
(QUANTITY IN UNITS) DISCOUNT
=============================================
xx x %
---------------------------------------------
Sale of FieldWorks 7000 Series Products to System Integrator:
1 One time 35% discount on the first order (2 Units maximum).
ANTICIPATED ANNUAL SALES SYSTEM INTEGRATOR
(QUANTITY IN UNITS) DISCOUNT
=============================================
xx x %
---------------------------------------------
