SportsTrac(TM)
Purchase Agreement
This Purchase Agreement dated August 8, 1996, records the sale of The
SportsTrac(TM) System by SportsTrac, Inc. ("Seller") to The Palm Springs Suns,
or its successor ("Purchaser") according to the terms and conditions set out
below.
I. The SportsTrac System
A. The SportsTrac System consists of hardware and a license to use the
SportsTrac software for an unlimited period of time. The hardware
includes a proprietary control panel and high-performance computer
with hard disk, keyboard and monitor. The software includes a
specialized fitness evaluation program and charting and reporting
modules.
II. Software Ownership
A. The software program and algorithms incorporated within the SportsTrac
System are the property of Seller and nothing contained within this
Purchase Agreement shall be construed to transfer ownership of said
software to Purchaser.
III. Ship Date
A. Seller shall ship the SportsTrac System described above to Purchaser's
place of business on or before January 31, 1997 (the "Ship Date").
IV. Maintenance, Modification and Training
A. Seller agrees to install the SportsTrac System at Purchaser's place of
business within two weeks of the Ship Date. Seller will also provide
two (2) days of on-site training in conjunction with the installation
of the SportsTrac system.
B. For a period of 12 months following the Ship Date (the "Maintenance
Period"), Seller will be responsible for the repair and maintenance of
the SportsTrac System. During the Maintenance Period, Purchaser agrees
to deliver the SportsTrac System hardware to a local facility for
repair if requested to do so by Seller. Repair and maintenance shall
extend to problems incurred in the normal operation of The SportsTrac
System and any problems, damage or loss of The SportsTrac System
outside of normal
SportsTrac Purchase Agreement 8-1-96 Page 1
business use shall be the responsibility of Purchaser.
C. Any updates or modification of The SportsTrac System completed by
Seller during the Maintenance Period shall be provided to Purchaser by
Seller at no charge.
D. At any time during the Maintenance Period, Seller and Purchaser may
enter into an agreement covering the long-term repair and maintenance
of the SportsTrac System. Such agreement shall be at Seller's then-
current price schedule.
V. Consideration
A. The full and complete price for delivery, installation, and use of a
SportsTrac System is Twenty Thousand Dollars ($20,000). One-half of
the full purchase price shall be paid on the execution of this
Purchase Agreement and the remaining one-half of the full purchase
price shall be due 30 days following the Ship Date. Purchaser further
agrees to pay Seller's reasonable out-of-pocket and travel expenses to
be billed as incurred.
VI. Trade Secrets
A. All information relating to the SportsTrac System, including, but not
limited to the program source code, algorithms, and this Purchase
Agreement, are considered trade secrets of the Seller. Purchaser
agrees to keep all trade secrets of the Seller confidential.
VII. Termination and Modification
A. Neither party may terminate or modify this Purchase Agreement without
the express written consent of the other party.
VIII. Disclaimer of Warranty
A. The SportsTrac System is sold without any express or implied
warranties. Any liability of Seller will be limited exclusively to
replacement of the SportsTrac System or refund of the purchase price.
SportsTrac Purchase Agreement 8-1-96 Page 2
IX. Execution
Executed by the parties on the dates indicated below:
SportsTrac, Inc. Palm Springs Suns
By By
------------------------ ---------------------------
Its CEO on 8/12, 1996 Its Aug on __, 1996
SportsTrac Purchase Agreement 8-1-96 Page 3
