EXHIBIT 10.13
Agreement
Between
MRA Systems, Inc., dba GE Access
and
EpicEdge, Inc.
for purchase of Sun Microsystem Products
This Agreement between MRA Systems, Inc. dba GE Access and EpicEdge, Inc.
("Reseller") is entered as of the 29th day of February, 2000 ("Effective Date").
This Agreement is entered into in contemplation of the following:
A. Reseller desires to designate GE Access as its Master Reseller through
which to purchase certain products manufactured by Sun Microsystems, Inc.
("Sun Products") and related services.
B. Reseller has executed and accepted certain Terms and Conditions of GE
Access ("T/Cs"), which contain terms applicable to its purchases and other
transactions with GE Access.
C. GE Access and Reseller have discussed certain additional terms that will
mutually benefit both parties, which they wish to apply to Reseller's
purchases of Sun Products and/or services from GE Access.
Therefore, in consideration of the mutual promises and undertakings of the
parties and for other valuable consideration, which the parties acknowledge is
sufficient, Reseller and GE Access agree as follows:
1. The terms of this Agreement and Exhibits shall apply from the Effective
Date through February 28, 2001 ("Expiration Date").
2. Reseller agrees to designate GE Access as its Master Reseller through which
to purchase certain products manufactured By Sun Microsystems, Inc. ("Sun
Products") and related services for the term of this Agreement.
3. Both parties agree that the specified additional terms listed in the
attached Exhibit A are incorporated herein and will apply in connection
with all of Reseller's purchases of Sun Products from GE Access during the
term of this Agreement.
4. In the event Reseller's status as an authorized Sun Reseller is terminated,
Reseller will forfeit all rights under this Agreement and as described in
Exhibit A. Upon expiration or breach of this Agreement, Reseller will
forfeit all rights under this Agreement and as described in Exhibit A.
5. Sun Products are not designed or intended for use in on-line control of
aircraft, air traffic, aircraft navigation or aircraft communications; or
in the design, construction, operation or maintenance of any nuclear
facility. Sun and GE Access specifically disclaim any express or implied
warranty of fitness for such uses. Reseller represents and warrants that it
will not knowingly use or resell Sun Products for such purposes, and that
it will use its best efforts to ensure that its customers are provided with
a copy of the foregoing notice.
6. This Agreement constitutes an addendum to the most recent T/Cs signed by
Reseller. If there is any conflict between the terms of this Agreement and
the T/Cs, the terms herein shall take precedence.
7. A fully signed facsimile of this Agreement shall be considered as valid as
an original, and shall be deemed admissible by the parties in any
proceeding to enforce the terms hereof.
8. The terms of this Agreement shall be kept in confidence by the parties and
shall not be disclosed by them or any of their agents or employees to any
third party, unless in connection with any proceeding to enforce their
rights hereunder (in which case the parties will agree to a protective
order ensuring the confidentiality of the terms) or pursuant to a valid
order of a court with proper jurisdiction (after the disclosing party has
given at least 10 days written notice to the other party and an opportunity
for it to seek a protective order if it deems such to be necessary.
9. In the event that Sun Microsystems, Inc. changes the Master Reseller
pricing. Reseller agrees that GE Access may correspondingly adjust the
discount rate for Resellers' purchases from GE Access.
10. In the event that Sun Microsystems, Inc. changes the Master Reseller
pricing strategy and/or Sun product classifications, Reseller agrees that
GE Access may adjust their pricing for Resellers' purchases from GE Access.
By signing this Agreement below, the undersigned acknowledge that they
understand and agree to the terms set forth herein and that they have authority
to execute this Agreement and to bind their respective companies hereto.
EpicEdge, Inc. (Reseller) MRA Systems, Inc. dba GE Access
By: /s/ Xxxx X. Xxxxx By:
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Printed name Xxxx X. Xxxxx Printed name
---------------------------- --------------------
Title VP of Technology Integration Title
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Date 3/10/00 Date
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Exhibit A
PRICING TERMS FOR SUN MICROSYSTEMS COMPUTER SYSTEMS PRODUCTS
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(based on Reseller's existing or forecasted performance)
Product Category Discount Level Off Of Sun's Current List Price Accrued Funding Rate
---------------- ---------------------------------------------- --------------------
A Products 33.00% 0._%
B Products 25.00% 0._%
H Products 17.00% 0._%
E 10K Products 31.75% 0._%
PRICING MODEL FOR SUN MICROSYSTEMS COMPUTER SYSTEMS PRODUCTS - COMMERCIAL CONTRACT
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GE Access Accrued
Revenue Run Rate A Discount* B Discount* H Discount* E10K Discount* Funding Rate*
---------------- ----------- ----------- ----------- -------------- -------------
[$1MM 30.00% 25.00% 15.00% 28.75% 0.00%
$1MM-$2.5MM 31.00% 25.00% 15.00% 29.75% 0.00%
$2.5MM-$5MM 32.00% 25.00% 16.00% 30.75% 0.00%
$5MM-$20MM 33.00% 25.00% 17.00% 31.75% 0.00%
$20MM-$50MM 33.00% 25.00% 17.00% 31.75% 0.10%
$50MM-$75MM 33.00% 25.00% 17.00% 31.75% 0.25%
]$75MM 33.00% 25.00% 17.00% 31.75% 0.75%
* Reseller's revenue run rate is calculated on total revenues of products and
services purchased by Reseller from GE Access. Discount rates are based on a
percentage discount off of Sun's list price in effect on the date of purchase.
Accrued Funding rates are based on Reseller's annualized run rate of purchases
of Sun Computer Systems Products through GE Access.
Accrued funds may only be used for the following:
--------------------------
Accrued funds have no cash value and may not be redeemed by Reseller for cash or
otherwise. Accrued funds may only be used to fund services approved by Reseller
and GE Access. Accrued funds will expire and be forfeited by Reseller, if they
are not used with the approval of Reseller and GE Access before the expiration
or any breach of the base Agreement. Reseller is responsible for proposing the
use of Accrued funds. GE Access can not be held responsible for any Accrued
funds and/or credits which may be forfeited if Reseller fails to use Accrued
funds or propose reasonable means for their use. Reseller shall not be entitled
to the items listed in this Exhibit A to the extent Reseller fails to comply
with the Customer Terms & Conditions and/or the base Agreement Between MRA
Systems, Inc. dba GE Access and Reseller for purchase of Sun Products
("Agreement"). In no event shall Reseller be entitled to the cash value of any
unused Accrued funds or credits.
DISCOUNT ADJUSTMENT POLICY
--------------------------
Reseller's revenue history will be reviewed at the end of each calendar quarter
to assess Reseller's 3-, 6-, 9- and 12-month performance and to confirm Reseller
has been performing at the revenue run rate required for the discount and
accrued funding levels described above. If Reseller's run rate for any of those
periods is greater than the minimum required to reach a higher discount tier,
Reseller will be notified quarterly in writing by GE Access of the appropriate
upward adjustment of Reseller's discount and/or accrued funding levels,
effective on the fifteenth (15th) day of the first month of the following
quarter. If Reseller's run rate is below the minimum to maintain Reseller's
current discount rate, Reseller will be notified in writing by GE Access that
Reseller has an additional ninety (90) days in which to increase its run rate in
order to maintain the same discount and/or accrued funding levels. If the
required minimum run rate for any of the above measurement periods is not
resumed after ninety (90) days, Reseller's discount and/or accrued funding
levels will be adjusted to the new levels corresponding to the reduced run rate,
effective on the first (1st) day of the second month of the following quarter.
INSTRUCTIONS: The accrual funds described on Exhibit A may be used for any of
the following Services. You should determine which of the following items will
be most valuable to your Reseller and use them in your negotiations. When you
offer one or more of the following, you must "copy" the title and language and
"paste" it into Exhibit A of the Agreement between MRA Systems, Inc. dba GE
Access and for the Purchase of Sun Microsystem Products in the
appropriate section.
Exhibit A - Uses for Accrual Funds
Accrual Funds for Educational Services
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Accrual funds may be used for Educational Services offered at any GE Access
Education Centers. In order to be eligible to receive such Educational Services,
Reseller is required to agree to and execute the GE Access Education Services
Enrollment Terms and Conditions.
Accrual Funds for System Engineering Services
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Accrual funds may be used for System Engineering Services offered by GE Access.
In order to be eligible to receive such system Engineering Services, Reseller is
required to agree to and execute the GE Access System Engineering Service Terms
and Conditions.
Accrual Funds for Integration Services
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Accrual funds may be used for Integration Services offered by GE Access.
Accrual Funds for Consulting Partner Network (CPN) Services
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Accrual funds may be used for Services offered through the Consulting Partner
Network offered by GE Access. In order to be eligible to receive such
Consulting Partner Services, Reseller is required to agree to and execute the GE
Access Consulting Partner Network Service Reselling Terms and Conditions.
Accrual Funds for Six Sigma Quality Services
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Accrual funds may be used for Six Sigma Quality Services offered by GE Access.
In order to be eligible to receive such Six Sigma Quality Services, Reseller is
required to agree to and execute the GE Access Six Sigma Quality Services Terms
and Conditions.
Accrual Funds for Freight Carrier Charges
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Accrual funds may be used for freight carrier charges incurred by Reseller
related to shipments of Product from GE Access as reflected on Reseller
invoices.
Accrual Funds for Freight Insurance Charges
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Accrual funds may be used for freight insurance charges incurred by Reseller
related to shipments of Product from GE Access as reflected on Reseller
invoices.
Accrual Funds for Integration Services
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Accrual funds may be used for integration Services offered by GE Access as
reflected on Reseller invoices.
