INTERNATIONAL MARKETING SERVICES AGREEMENT
THIS INTERNATIONAL MARKETING SERVICES AGREEMENT (this
"Agreement"), effective as of ______________, 1997, is entered into by and
between SECURICOR TELESCIENCES INC., a Delaware corporation (the "Company"),
and SECURICOR COMMUNICATIONS LIMITED, an English corporation (together with
its subsidiaries, "Securicor").
RECITALS
WHEREAS, Securicor owns a substantial portion of the capital stock
of the Company; and
WHEREAS, Securicor desires to offer the Company the ability to
obtain certain international marketing services that Securicor is able to
provide to its portfolio companies in a cost effective manner.
NOW, THEREFORE, in consideration of the foregoing recitals and the
terms and conditions stated below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Securicor and the
Company, intending to be legally bound, agree as follows:
SECTION 1: SERVICES TO BE PERFORMED BY SECURICOR
In consideration of the fees set forth in Section 2, Securicor
agrees to perform such international marketing services for the Company as the
Company may from time to time request, including, without limitation, business
development and other marketing services performed by designated Securicor
personnel as described more fully on Schedule A attached hereto. Securicor shall
be responsible for all out-of-pocket expenses incurred by it and its personnel
in connection with the performance of such services hereunder.
SECTION 2: FEES
The Company shall pay an annual fee of $160,000 to Securicor for the
services provided pursuant to this Agreement. Such fee shall be paid in twelve
equal monthly installments in arrears, with the first $13,333 installment being
due and payable on ________________, 1997. All payments shall be made by means
of inter-Company transfers through the payment system operated by Securicor.
SECTION 3: EXTRAORDINARY SERVICES.
In the event Securicor is required to perform any services not
specifically contemplated in Section 1 of this Agreement or undertake an
extraordinary project in carrying out those services, Securicor and the Company
shall, in good faith, negotiate an additional fee
which shall be paid to Securicor by the Company, and in the event the parties
are unable to agree upon the amount of such extra fee, Securicor shall not be
obligated to perform such additional services.
SECTION 4: SECURICOR'S PERFORMANCE STANDARD.
Securicor shall perform all of its obligations set forth in Section
1 with all due care, in a commercially reasonable manner, and in a manner
consistent with its own administrative practices and standards or the standards
prevailing in the telecommunications industry, whichever standard of conduct is
more stringent.
SECTION 5: COMPLIANCE WITH LAW.
Each party represents, warrants and covenants to the other party
that all of its practices and acts in connection with this Agreement are and at
all times will be in compliance with all applicable federal, state and local
laws, statutes, rules and regulations.
SECTION 6: LIABILITY.
(a) Indemnification. The Company agrees to indemnify and hold
Securicor harmless from all claims and liabilities (including reasonable
attorney's fees) incurred or assessed against it in connection with the
performance of services, except such as may arise from Securicor's own negligent
action, negligent failure to act, willful misconduct or willful violation of
applicable law.
(b) No Personal Liability. No liability shall attain in favor
of one party to this Agreement against any officer, director or employee of the
other party. The party attaining such liability agrees to look solely to the
assets of the other party for satisfaction.
SECTION 7: TERM.
This Agreement shall extend for an initial term beginning on the
effective date of this Agreement and ending on September 30, 1997 and shall be
automatically renewed for additional six-month periods unless written notice of
termination is given by either party to the other at least 30 days prior to the
end of such initial period or any subsequent renewal period.
SECTION 8: INDEPENDENT CONTRACTOR STATUS OF SECURICOR.
The relationship of Securicor to the Company is that of independent
contractor. Nothing herein shall be construed as constituting a partnership,
joint venture or agency between Securicor and the Company.
SECTION 9: CONFIDENTIALITY.
It is understood between the parties hereto that during the term of
this Agreement, each of the parties may be dealing with confidential information
and processes which are the other party's property, used in the course of its
respective business. Each of the parties agrees that it will not intentionally
disclose any such confidential information to anyone, directly or indirectly,
without the prior consent of the other party.
SECTION 10: MISCELLANEOUS.
(a) No Assignment. This Agreement may not be assigned by
either party without the prior written consent of the other party, which,
because of the nature of the parties' respective obligations hereunder, may be
declined by such party for any reason or no reason.
(b) Notices. Any notice or other communication required or
permitted to be given under this Agreement must be in writing and will be deemed
effective when delivered in person or sent by facsimile, cable, telegram or
telex, or by overnight courier or registered or certified mail, postage prepaid,
return receipt requested, to the following addresses:
If to Securicor:
Securicor Communications Limited
Xxxxxx Park House
00 Xxxxxxxxxx Xxxx
Xxxxxx Xxxxxx XX0 0XX
XXXXXX XXXXXXX
Attention: Xxxxx Xxxxxxx
Telephone: 000-00-0-000-000-0000
Telecopier: 011-44-1-817-770-1145
If to the Company:
Securicor Telesciences Inc.
000 Xxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 000000-0000
XXX
Attention: Xxxxxx X. Xxxxxxx
Telephone: 0-000-000-0000
Telecopier: 0-000-000-0000
(c) Amendment. This Agreement may be amended, and the
observance of any term hereof may be waived (either prospectively or
retroactively and either generally or in a particular instance) only by a
written document signed by authorized representatives of the parties hereto.
(d) Choice of Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New Jersey. Any and all
legal actions brought by one party against the other shall be brought in the
state or federal courts of the State of New Jersey.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any and all prior oral or
written understandings and agreements between the parties regarding the subject
matter addressed in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered, effective as of the date specified at the
beginning hereof.
SECURICOR TELESCIENCES INC.
By:___________________________________
Xxxxxx X. Xxxxxxx, President
SECURICOR COMMUNICATIONS LIMITED
By:___________________________________
Name:
Title:
