AMENDMENT NO. 1 TO CLIENT SERVICES AGREEMENTS
This AMENDMENT NO. 1 TO CLIENT SERVICES AGREEMENTS (this "First Amendment")
is made this ____ day of January, 1998 by and among SLS SERVICES, INC. d/b/a
XXXX OVERSIGHT AND LOGISTICAL TECHNOLOGIES, INC. ("SLS") and XXXX CARGO SYSTEMS,
INC. ("HCS"), XXXX HAULING AND WAREHOUSING SYSTEM, INC. ("HHW"), XXXXXX MARINE
SERVICES, INC. ("XXXXXX"), THE RIVERFRONT DEVELOPMENT CORPORATION
("Riverfront"), and WILMINGTON STEVEDORES, INC. (WSI) (collectively, "the Xxxx
Companies").
BACKGROUND
On April 1, 1994, SLS and HCS entered into a Client Services Agreement (the
"HCS Agreement"). On April 1, 1994, SLS and HHW entered into a Client Services
Agreement the "HHW Agreement"). On April 1, 1994, SLS and Riverfront entered
into a Client Services Agreement (the "Riverfront Agreement"). On July 1, 1994,
SLS and XXXXXX entered into a Client Services Agreement (the "XXXXXX
Agreement"). On July 10, 1995, SLS and WSI entered into a Client Services
Agreement (the "WSI Agreement").
Pursuant to these five Client Services Agreements (collectively, the
"Agreements") SLS furnishes certain services required by the Xxxx Companies for
the conduct of their business activities, as more particularly set forth
therein.
The parties desire to amend the Agreements, as more particularly set forth
herein below, in order to extend the term of the Agreements.
In conjunction with the extension of the Agreements, SLS is willing to
agree to certain restrictions on SLS's rights to license certain software to
competitors of the Xxxx Companies, as more particularly described within.
NOW, THEREFORE, in consideration of the extension of the Agreements and
other good and valuable consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. Term Amendment. SLS and the Xxxx Companies hereby substitute and amend
Paragraph 2 of the Agreements to read as follows:
"2. Term. The term of this Agreement shall commence effective the date
of signing, and shall expire December 31, 2002."
2. Exclusive License
a. SLS and HCS hereby amend the HCS Agreement to add a new paragraph 5A
to read as follows:
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"5A. Exclusive License SLS covenants and agrees that during the Term of
the Agreement, it shall not, without the prior consent of the HCS,
license its Computer Tracking System ("CTS") software or Computer
Container System software to any person or entity which competes with
the HCS, provided however that nothing contained in this Section 5A will
restrict the ability of SLS to license CTS and the Computer Container
System software to any current or future affiliate of HCS."
b. SLS and HHW hereby amend the HHW Agreement to add a new paragraph 5A
to read as follows:
"5A. Exclusive License SLS covenants and agrees that during the Term of
the Agreement, it shall not, without the prior consent of the HHW,
license its Computer Tracking System ("CTS") software or Computer
Container System software to any person or entity which competes with
the HHW, provided however that nothing contained in this Section 5A will
restrict the ability of SLS to license CTS and the Computer Container
System software to any current or future affiliate of HHW."
c. SLS and Riverfront hereby amend the Riverfront Agreement to add a new
paragraph 5A to read as follows:
"5A. Exclusive License SLS covenants and agrees that during the Term of
the Agreement, it shall not, without the prior consent of the
Riverfront, license its Computer Tracking System ("CTS") software or
Computer Container System software to any person or entity which
competes with the Riverfront, provided however that nothing contained in
this Section 5A will restrict the ability of SLS to license CTS and the
Computer Container System software to any current or future affiliate of
Riverfront."
d. SLS and XXXXXX hereby amend the XXXXXX Agreement to add a new paragraph
5A to read as follows:
"5A. Exclusive License SLS covenants and agrees that during the Term of
the Agreement, it shall not, without the prior consent of the XXXXXX,
license its Computer Tracking System ("CTS") software or Computer
Container System software to any person or entity which competes with
the XXXXXX, provided however that nothing contained in this Section 5A
will restrict the ability of SLS to license CTS and the Computer
Container System software to any current or future affiliate of XXXXXX."
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e. SLS and WSI hereby amend the WSI Agreement to add a new paragraph 5A
to read as follows:
"5A. Exclusive License SLS covenants and agrees that during the Term of
the Agreement, it shall not, without the prior consent of the WSI,
license its Computer Tracking System ("CTS") software or Computer
Container System software to any person or entity which competes with
the WSI, provided however that nothing contained in this Section 5A will
restrict the ability of SLS to license CTS and the Computer Container
System software to any current or future affiliate of WSI."
3. Confirmation of Agreement. Except as amended or supplemented by this
First Amendment, the Agreements are in all respects ratified and confirmed and
continue in full force and effect, and as so amended and supplemented, all of
the rights, remedies, terms, conditions, covenants and agreements contained in
the Agreements shall apply and remain in full force and effect.
4. Governing Law. This First Amendment shall be governed by and interpreted
and enforced in accordance with the substantive laws of the Commonwealth of
Pennsylvania without regard to the conflicts of law doctrine thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 1 to Client Services Agreements on the date first written above.
Attest: SLS SERVICES, INC.
d/b/a Xxxx Oversight & Logistical
Technologies, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------- -------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxx, Xx.
Title: Secretary Title: President
Attest: XXXX CARGO SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------- -------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxx, Xx.
Title: Secretary Title: President
[EXECUTIONS CONTINUED]
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Attest: XXXX HAULING AND WAREHOUSING
SYSTEM, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------- ------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxx, Xx.
Title: Secretary Title: President
Attest: XXXXXX MARINE SERVICES, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
------------------------- -------------------------------
Name: Xxxx X. Xxxxx Name: Xxxx Xxxxxx
Title: Secretary Title: President
Attest: THE RIVERSIDE DEVELOPMENT
CORPORATION
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------- -------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxx, Xx.
Title: Secretary Title: President
Attest: WILMINGTON STEVEDORES, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
------------------------- -------------------------------
Name: Xxxx X. Xxxxx Name: Xxxx Xxxxxx
Title: Secretary Title: President
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