Exhibit 10.6
MEMORANDUM OF UNDERSTANDING
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This Memorandum of Understanding (the "MOU") is made this 28th day of March
2000 ("Effective Date") by and between iAsiaWorks, Inc., a company incorporated
in the State of California, U.S.A. ("iAW") and Integra a French company
("Integra"). iAW and Integra are individually referred to as a "party" and
collectively as the "parties."
RECITALS
A. iAW is engaged in the business of providing internet facilities and
services in the United States and Asia and possesses strategic, operational
and financial capabilities in the development and operation of a broad
variety of Internet related businesses.
B. Integra is engaged in the business of providing Internet facilities and
services in Europe and possesses strategic, operational and financial
capabilities in the development and operation of a broad variety of
Internet related businesses.
C. The parties intend to co-operate with each other to their mutual benefit
and to undertake certain and various activities together.
NOW, THEREFORE in view of the foregoing premises, the parties hereby mutually
agree as follows:
1. General Undertaking
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1.1 iAW will offer to Integra for the benefit of Integra or its customers the
following services ("Services") at such locations in the United States and
Asia-Pacific as iAW may be located from time to time, including but not
limited to the United States, Australia, China, Hong Kong, Japan, New
Zealand, The Philippines, Singapore, Taiwan and Thailand.
(a) Hosting Services;
(b) Professional Services;
(c) remote-hands maintenance service and systems administration service
("Administration Services") 24 hours per day and 7 days per week.
1.2 Integra will offer to iAW for the benefit of iAW or its customers the
following services ("Services") at such locations in the European region as
Integra may be located from time to time, including but not limited to
France, United Kingdom, Germany, Italy, Spain, Netherlands, Denmark,
Norway, Sweden and Iceland;
(a) Hosting Services;
(b) Professional Services;
(c) remote-hand maintenance service and systems administration service
("Administration Services") 24 hours per day and 7 days per week.
1.3 In consideration of iAW providing:
(a) the Hosting Services, Professional Services and Administration
Services to customers referred to iAW by Integra, iAW will pay Integra
a commission based upon * % of the monthly revenues to provide such
services.
1.4 In consideration of Integra providing:
[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Page 1(i)
(a) the Hosting Services, Professional Services and Administration
Services to customers referred to Integra by iAW, Integra will pay iAW a
commission based upon * % of the monthly revenues to provide such services.
2. Preferred Partnership
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2.1 Each party recognizes that, as between the parties, the relationship is
non-exclusive.
2.2 Each party further recognizes the need to establish a close business
relationship, and to that end, shall endeavor to utilize the services of
the other and recommend the same to its respective customers where and when
possible.
2.3 Although not exclusive in nature, the parties shall refer to the business
relationship as a Preferred Partnership.
3. Confidentiality
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3.1 Each party undertakes to refrain from disclosing (a) the existence, nature
or terms of this MOU and/or the terms of the transactions referred to
herein, or (b) the confidential documents and information exchanged by the
parties in furtherance of the actions contemplated to this MOU (hereinafter
"Confidential Information"), without prior written consent form the other
party, except in the following circumstances:
(a) in the event that any Confidential Information is known to the party
receiving the same prior to the disclosure thereof by the disclosing
party or becomes known to the party receiving such information from a
third party not involving any breach of this MOU;
(b) in the event that either of the parties is required to disclose the
Confidential Information in order to comply with any law, rule, order,
administrative or court resolution or arbitration decision;
(c) in the event that the Confidential Information is generally known by
the public or has been publicly disclosed; or
(d) the parties agree in writing that it be disclosed to specified person,
upon such terms and conditions as the parties may agree and specify.
3.2 The foregoing obligations regarding Confidential Information shall not
prohibit disclosure to (a director, employees or advisors and the other
representatives of either party whose duties require them to know the
Confidential Information (such persons shall be required by the party with
whom they are employed or associated to uphold the confidentiality of
Confidential Information made available to them); (b) potential sources of
financing; or (c) potential parties to the Agreement who, in term, shall be
required by the party providing Confidential information to it to uphold
the confidentiality of the Confidential Information made available to it.
3.3 Each party undertakes to refrain from making any public announcement on
matters contained in this MOU without prior written notice to and approval
thereof by the other party. The parties shall mutually agree upon the
content of any such disclosure.
4. Expenses
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Each party will bear its own costs and expenses incurred in connection with
the matters contemplated in this MOU.
[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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5. Press Announcements
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5.1 Neither party will make any public announcement in any form without the
express and written authority of the other party.
5.2 The parties agree to jointly prepare and publish a press release announcing
the initial terms and conditions of this MOU, at their earliest
opportunity.
6. Effect of this MOU
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For the avoidance of doubt, the provisions in this MOU are, and are
intended to be, legally binding.
7. General Terms
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7.1 This MOU represents the full and complete agreement between the parties
with respect to the subject matter hereof and supersedes all prior
agreements (whether written or oral) between the parties herein.
7.2 This MOU shall be governed by and construed under the Laws of the State of
California.
8. Termination
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8.1 Either party may terminate this MOU upon giving a written notice to the
other party of at least 60 calendar days.
8.2 Notwithstanding termination in accordance with clause 8.1 or at law the
obligations under clause 3, for a period of 12 months from the date of
valid termination.
IN WITNESS WHEREOF, the parties have herein set their hand on the date and place
first above written.
iAsiaWorks, Inc. INTEGRA Ltd.
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxxx xx Xxxxxx
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Its: V.P. of Business Development Its: V.P. of Business Development
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