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Preview Full Doc	2000	DSL Partnership Program DSL Partnership Program (89K) Doc #106795: Click preview link for longer preview. DSL PARTNERSHIP PROGRAM ----------------------- AGREEMENT --------- THIS AGREEMENT is by and between Southwestern Bell Telephone Company, a Missouri corporation ("Company "), and Networks On-line, a Texas Corp. ----------------- ---------- ("Partner"). This Agreement replaces any and all previous agreements between Company and Partner with respect to the subject matter and term contained herein, and any and all such agreements are hereby terminated. WHEREAS, Company is engaged in the business of marketing and providing telecommunications services; WHEREAS Partner is an Internet access service provider and/or a network integrator and desires to become a sales representative for certain of Company's services; WHEREAS Company wishes to engage Partner to promote the sale of such services; NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: I. EFFECTIVE DATE AND TERM OF AGREEMENT ------------------------------------------------ The term of this Agreement shall commence as of the date of the last signature hereon or January 1, 1999, whichever is later, and shall continue: (i) through December 31, 1999; or (ii) until the effective date of any written notice of termination, whichever is earlier. Such notice shall be effective thirty days from the date of mailing except where the end of the year terminates the Agreement earlier or for terminations as otherwise provided herein. II. SERVICES ---------------- 1. The services subject to this Agreement ("Services") are listed in Exhibit C, attached hereto and incorporated herein by reference. 2. Company reserves the right to modify Exhibit C, including, but not limited to, modifying, adding to, and/or deleting Services and commissions, at any time effective upon written notice. Company further reserves the right at any time to seek regulatory approval to change the specifications of any Services as shown in the tariffs, to alter or eliminate any Services or any aspects thereof, and to change any Service rates. Tariff changes become effective on the 2 PROPRIETARY AND CONFIDENTIAL INFORMATION Not for use or disclosure outside Company and Partner except under written agreement approved in writing by Company. 106795	SBC SBC Communications Inc. ( Communications Services ) As referenced in this DSL Partnership Program: SBC Communications Inc – the name "Bell", the Bell symbol, nor in or to any other trademark or service-mark now or hereafter owned by Company or SBC Communications Inc . ("SBC"), or any affiliate or parent thereof (for the purposes of this section, collectively "the Company"). Partner shall not use in its _____________ SBC Communications Inc – the purposes of this Agreement, an "affiliate" of ---------- any entity shall respectively mean: - for Company: a) any corporation or business entity in which SBC Communications Inc . or any subsidiary of SBC Communications Inc., any successor corporation SBC 15 PROPRIETARY AND CONFIDENTIAL INFORMATION Not for use or disclosure outside _____________ SBC Communications Inc – of ---------- any entity shall respectively mean: - for Company: a) any corporation or business entity in which SBC Communications Inc. or any subsidiary of SBC Communications Inc ., any successor corporation SBC 15 PROPRIETARY AND CONFIDENTIAL INFORMATION Not for use or disclosure outside Company and Partner except under written agreement _____________ SBC Communications Inc – agreement approved in writing by Company. DSL Partnership Agreement {PAGE} Communications Inc. or any subsidiary of such successor, or any corporation Of which SBC Communications Inc . becomes a wholly owned subsidiary or any subsidiary of such corporation, has any ownership interest; and - for Partner: b) any corporation or _____________ SBC Communications, Inc – affiliate of Southwestern Bell, that Southwestern Bell is the trademark and service mark of Southwestern Bell, that FasTrak is the service mark of SBC Communications, Inc . Company represents that it is not responsible for the content or accuracy of Applicant's name or logo, or any information available _____________ dt 151516 ; Summit National Summit National Consolidation Group Inc. ( Computer Services ) As referenced in this DSL Partnership Program: SUMMIT NATIONAL CONSOLIDATION GROUP INC – SUMMIT NATIONAL CONSOLIDATION GROUP INC _____________ dt 1848713 ;	Southwestern Bell Telephone Company
Preview Full Doc	2000	License, Distributorship and Supply Agreement License, Distributorship and Supply Agreement (90K) Doc #108667: Click preview link for longer preview. EXPANDED AND AMENDED THYMOSIN ALPHA 1 LICENSE, DISTRIBUTORSHIP AND SUPPLY AGREEMENT This Expanded and Amended Thymosin Alpha 1 License, Distributorship and Supply Agreement (the "Agreement") is made and entered into effective as of March 3, 2000 (the "Effective Date"), by and between: (i) SCICLONE PHARMACEUTICALS INTERNATIONAL LTD. ("SPIL"), a Cayman Islands business entity which is a wholly-owned subsidiary of SciClone Pharmaceuticals, Inc. ("SCLN"), a California corporation; and (ii) SIGMA-TAU INDUSTRIE FARMACEUTICHE RIUNITE S.P.A. ("Sigma-Tau"), an Italian corporation having offices at viale Shakespeare 47, 00144 Rome, Italy. Recitals A. SPIL and/or its Affiliates develops, manufactures, distributes and sells the prescription pharmaceutical product, Thymosin Alpha 1, Injection, as further described in this Agreement. B. Sigma-Tau possesses significant scientific, business and marketing expertise and capabilities with respect to the research, development and commercialization of human injectable pharmaceutical products in the Territory, as further described in this Agreement. C. SPIL and Sigma-Tau desire to expand and amend their long-term cooperative Thymosin Alpha 1 License, Distributorship and Supply Agreement, dated as of April 12, 1999, for the development and marketing of Thymosin Alpha 1, Injection in Italy, Spain and Switzerland and this Agreement supersedes and replaces the April 12, 1999 agreement in its entirety. NOW, THEREFORE, in consideration of the mutual representations, covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SPIL and Sigma-Tau agree as follows: ARTICLE 1 DEFINITIONS The following terms, as used in this Agreement, shall have the meanings set forth in this Article: "AFFILIATE" means any person, firm or corporation which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a party. "Control" means the legal or beneficial ownership of 50% or more of the voting or equity interests or the power or right to direct the management and affairs of the business (including acting as the general partner of a limited partnership). {PAGE} 2 "CONFIDENTIAL INFORMATION" shall mean any and all proprietary or confidential information of SPIL or its Affiliates, or Sigma-Tau, with respect to Licensed Product which may be exchanged between the parties at any time and from time to time during the term of this Agreement. Information shall not be considered confidential to the extent that it: (a) is publicly disclosed through no fault of any party hereto, either before or after it becomes known to the receiving party; or (b) was known to the receiving party prior to the date of this Agreement, which knowledge was acquired independently and not from the other party hereto (or such party's employees); or (c) is subsequently disclosed to the receiving party in good faith by a third party who has not received it, directly or indirectly, from the disclosing party. Nothing herein will prevent either party from disclosing all or part of the Confidential Information to any administrative or judicial authority if so ordered by such authorities in compliance with the applicable laws. The parties agree that the terms and conditions of this Agreement shall be deemed to be Confidential Information. "EFFECTIVE DATE" shall be the date set forth in the first paragraph of this Agreement. "EMEA" shall mean the European Agency for the Evaluation of Medicinal Products. "FIELD" shall mean all ethical pharmaceutical uses. "FORCE MAJEURE" shall mean an event that shall have prevented, restricted or interfered with the performance by a party of any of its obligations under this Agreement if such event occurs by reason of any act of God, flood, fire, explosion, breakdown of plant, strike, lockout, labor dispute, casualty, accident or illness, war, revolution, civil commotion, acts of public enemies, blockage or embargo, any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of such government, inability to procure or use materials, labor, equipment, transportation, or energy sufficient to meet manufacturing needs without the necessity of allocation, or any other cause whatsoever, whether similar or dissimilar to those above enumerated, beyond the reasonable control of such party, if the party affected shall have used its best efforts to avoid such condition; provided, however, that nothing herein shall obligate an affected party to settle a strike or other labor dispute against its will; and provided further, a party's lack of available financial resources shall not constitute a Force Majeure. "ICH GUIDELINES" shall mean the `Good Clinical Practice: Consolidated Guideline' (ICH E6) adopted by the International Conference on Harmonization, 1 May 1996. 108667	SciClone Pharma SciClone Pharmaceuticals, Inc. ( Pharmaceutical Preparations ) As referenced in this License, Distributorship and Supply Agreement: SCICLONE PHARMACEUTICALS – and Supply Agreement (the "Agreement") is made and entered into effective as of March 3, 2000 (the "Effective Date"), by and between: (i) SCICLONE PHARMACEUTICALS INTERNATIONAL LTD. ("SPIL"), a Cayman Islands business entity which is a wholly-owned subsidiary of SciClone Pharmaceuticals, Inc. ("SCLN"), a California corporation; and ( _____________ SciClone Pharmaceuticals, – Effective Date"), by and between: (i) SCICLONE PHARMACEUTICALS INTERNATIONAL LTD. ("SPIL"), a Cayman Islands business entity which is a wholly-owned subsidiary of SciClone Pharmaceuticals, Inc. ("SCLN"), a California corporation; and (ii) SIGMA-TAU INDUSTRIE FARMACEUTICHE RIUNITE S.P.A. ("Sigma-Tau"), an Italian corporation having offices _____________ SciClone Pharmaceuticals – Patent Rights shall also include those patent applications filed by SPIL or its Affiliates with respect to any Improvements. "SCICLONE ITALY" shall mean SciClone Pharmaceuticals Italy Srl. "SIGMA-TAU 2.0 MG HSA INFLUENZA AUTHORIZATION" shall mean the Italian Ministry of Health marketing authorization held by Sigma-Tau _____________ SciClone Pharmaceuticals – 400 00040 Pomezia Rome Italy Telefax: 011-39-06-91394235 Phone: 011-39-06-91393971 All notices to SPIL shall be communicated to: SciClone Pharmaceuticals International Ltd. c/o SciClone Pharmaceuticals, Inc. 901 Mariner's Island Blvd. San Mateo, CA 94404 USA Attention: Donald R. Sellers, Managing Director _____________ SciClone Pharmaceuticals, – 011-39-06-91394235 Phone: 011-39-06-91393971 All notices to SPIL shall be communicated to: SciClone Pharmaceuticals International Ltd. c/o SciClone Pharmaceuticals, Inc. 901 Mariner's Island Blvd. San Mateo, CA 94404 USA Attention: Donald R. Sellers, Managing Director Telefax: (650) 358-3469 Phone: ( _____________ dt 135405 ;	Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this License, Distributorship and Supply Agreement: Gray Cary – Sellers, Managing Director Telefax: (650) 358-3469 Phone: (650) 358-3456 with a copy to: Gray Cary Ware & Freidenrich 4365 Executive Dr., Ste. 1600 San Diego, CA 92121 USA Attention: T. dt 36986
Preview Full Doc	2000	Excess Capacity Airtime Lease Agreement Excess Capacity Airtime Lease Agreement (59K) Doc #108686: Click preview link for longer preview. LEASE AGREEMENT BETWEEN WORLD WIDE WIRELESS COMMUNICATIONS, INC. AND SHEKINAH NETWORK Grand Rapids, Michigan ITFS EXCESS CAPACITY AIRTIME LEASE AGREEMENT THIS AGREEMENT is made this 1st day of August 1999 by Shekinah Network (hereinafter referred to as "Lessor") having its principal place of business at 14875 Powerline Road, Atascadero, CA 93422 and World Wide Wireless Communications, Inc. (hereinafter referred to as "Lessee") having its principal place of business at One Post Street, Suite 2600 San Francisco, CA 94104. WHEREAS, the Federal Communications Commission ("FCC") has authorized licenses for Instructional Television Fixed Service ("ITFS") channels and has authorized the licensee to lease excess capacity to non-ITFS users; and WHEREAS, Lessor has been granted an FCC License for (call sign) WNC-798 (the "License") for the Channel group C1-4 (the "ITFS Channels") in Grand Rapids, Michigan ("The Market"); and WHEREAS, Lessee is in the business of providing voice, video, data and other services via microwave transmission in the Market Area and desires to lease the excess ITFS capacity of the ITFS channels; and WHEREAS, Lessor has determined that there will be excess airtime capacity available on the ITFS Channels and desires to lease this excess airtime capacity to Lessee. NOW, THEREFORE, in consideration of the mutual promises, undertakings, covenants and conditions set forth herein, the Lessor and Lessee do hereby agree and warrant as follows: 7. TERM OF AGREEMENT A. Initial Term. This Agreement shall be effective upon the date of its execution and shall extend for an initial term of five (5) years (the "Initial Term"). B. Renewal Term Provided that the License is renewed by the FCC, Lessee shall have the right to extend this Agreement on its then existing terms and conditions for one (1) additional five (5) year term (the "Renewal Term"). The Renewal Term shall automatically go into effect upon the conclusion of the Initial Term unless Lessee notifies Lessor at least one hundred eighty days (180) before the end of the Initial Term that Lessee does not wish to extend this Agreement. C. New Lease Agreement/Right of first Refusal. (1) Providing that Lessor's FCC license remains in good standing and/or Lessor seeks to renew such license, Lessee and Lessor shall negotiate in good faith for a new excess capacity airtime lease agreement (hereinafter referred to as "New Lease Agreement") no later than one hundred eighty days (180) prior to the end of the latter of (i) Initial Term or (ii) the Renewal Term if the Agreement is extended for the Renewal Term. 108686	Gardner Carton Gardner Carton & Douglas ( Legal ) As referenced in this Excess Capacity Airtime Lease Agreement: Gardner, Carton – 14875 Powerline road Atascadero, CA 93422 Phone/Fax: (805) 438-3341 Attn: Charles McKee, President Gardner, Carton & Douglas Attn: Laura Mow 1301 K Street, N.W., Suite 900 Washington, D.C. dt 36814 ;	Universal Communication Systems Inc.
Preview Full Doc	2003	Broadband Access Network General Terms and Conditions Broadband Access Network General Terms and Conditions (399K) Doc #114191: Click preview link for longer preview. BROADBAND ACCESS NETWORK GENERAL TERMS AND CONDITIONS These Broadband Access Network General Terms and Conditions (the "General Terms") are effective as of October 1, 2002 (the "Effective Date"), by and between Reliance Infocomm Limited, a company incorporated and registered under the Companies Act, 1956 and having its Registered Office at Avdesh House, Pritam Nagar, 1st Slope, Ellis Bridge, Ahmedabad 380006, Republic of India (hereinafter referred to as "Reliance" which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and UTStarcom Inc., a company incorporated under the laws of Delaware and having its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502, U.S.A (hereinafter referred to as the "Vendor", which expressions, unless repugnant to the context or meaning thereof, shall mean and include its permitted successors and assigns and, together with Reliance, the "Parties" and each, a "Party"). RECITALS: (a) Reliance has obtained the following licenses from the Department of Telecommunications, Ministry of Communications, Government of India: (i) national long distance operation; (ii) basic telephone services in seventeen (17) telecom circles in India; and (iii) International long distance operations that can be used for transporting voice, video and data telecommunications in India. (b) Vendor has represented that it has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure and intellectual property for the design, manufacture, development, procurement, installation, configuration, integration, operations, management, maintenance and administration of all Products and Services contemplated by the Documents. (c) The Parties desire to establish a master set of general terms and conditions that shall govern all hardware, software and services provided by or for Vendor to Reliance and the Users as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: SECTION 1. BACKGROUND 1.1 The Reliance Vision. 1.1.1 Reliance desires to construct a telecommunications network in the Republic of India and to provide advanced optical, wireless and wireline voice, video and data services across the Republic of India and throughout other areas of the world, either directly to its end customers or through services resold by 114191	UTStarcom UTStarcom, Inc. ( Communications Services ) As referenced in this Broadband Access Network General Terms and Conditions: UTSTARCOM INC – BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS STRICTLY CONFIDENTIAL BROADBAND ACCESS NETWORK GENERAL TERMS AND CONDITIONS between RELIANCE INFOCOMM LIMITED, "Reliance" and UTSTARCOM INC ., "Vendor" Dated as of October 1, 2002 Table of Contents Section 1. BACKGROUND 1.1 The Reliance Vision 1.2 General Terms _____________ UTStarcom Inc – to as "Reliance" which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and UTStarcom Inc ., a company incorporated under the laws of Delaware and having its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502, U. _____________ UTStarcom Inc – by certified or registered mail, postage prepaid, return receipt requested, addressed as follows: If to Reliance: [*] 98 If to the Vendor: Chuck Farrell UTStarcom Inc . 1275 Harbor Bay Parkway Alameda, California 94502, U.S.A. With a copy to: Russell Boltwood UTStarcom Inc. 1275 Harbor Bay Parkway _____________ UTStarcom Inc – to the Vendor: Chuck Farrell UTStarcom Inc. 1275 Harbor Bay Parkway Alameda, California 94502, U.S.A. With a copy to: Russell Boltwood UTStarcom Inc . 1275 Harbor Bay Parkway Alameda, California 94502, U.S.A. 24.5 Independent Contractor. 24.5.1 Nothing in the Documents shall _____________ UTSTARCOM INC – as of the date first above written. RELIANCE INFOCOMM LIMITED By: /s/ Prakash C. Bajpai Name: Date: By: /s/ S. Ramesh Name: Date: UTSTARCOM INC** By: /s/ Michael J. Sophie Name: Date: Schedule 1 [NOT USED] Schedule 2 Insurance SCOPE OF INSURANCE COVER REQUIRED BY RELIANCE FROM _____________ dt 277951
Preview Full Doc	2003	Broadband Access Equipment Contract Broadband Access Equipment Contract (27K) Doc #114192: Click preview link for longer preview. BROADBAND ACCESS EQUIPMENT CONTRACT This Broadband Access Equipment Contract ("Broadband Access Equipment Contract") is effective as of October 1, 2002 (the "Effective Date"), by and between Reliance Infocomm Limited, a company incorporated and registered under the Companies Act, 1956 and having its registered office at Avdesh House, Pritam Nagar, 1st Slope, Ellis Bridge, Ahmedabad 380006, Republic of India (hereinafter referred to as "Reliance" which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and UTStarcom Inc., a company incorporated under the laws of Delaware and having its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502, U.S.A (hereinafter referred to as the "Vendor" which expression, unless repugnant to the context or meaning thereof, shall mean and include its permitted successors and assigns and, together with Reliance, the "Parties" and each, a "Party"). RECITALS: A. Reliance desires to purchase from the Vendor certain Equipment appropriate for the efficient and effective installation, operation, management and maintenance of the Broadband Access Reliance Network, including the Initial Broadband Access Reliance Network; and B. The Vendor, desires to provide to Reliance such Equipment and shall, including, without limitation manufacture, supply and deliver such Equipment, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1 BACKGROUND AND OBJECTIVES 1.1 Background Reliance desires to obtain certain Equipment to support its Initial Broadband Access Reliance Network and the Broadband Access Reliance Network in the Territory. The Vendor shall perform all specific Vendor responsibilities set forth in this Broadband Access Equipment Contract, including applicable Purchase Orders and the Specifications. The Vendor shall review the Broadband Access Reliance Network work performed and shall report on any exception. Notwithstanding the foregoing sentence, Vendor shall be responsible for providing the Equipment under this Broadband Access Equipment Contract in accordance with the Specifications, including without limitation the Timetables. This Broadband Access Equipment Contract is subject to the terms and conditions set forth in the Broadband Access Network General Terms and Conditions executed by the Parties as of the date hereof (the "General Terms"). 1.2 Objectives Reliance requires equipment that fully supports: (a) the Initial Broadband Access Reliance Network and the Broadband Access Reliance Network, including all cost, performance and functional requirements set forth in the relevant Documents; (b) Interoperability; and (c) Reliance's business requirements described in the Documents (collectively, the "Objectives"). The Vendor represents, warrants and covenants that the Equipment shall be 114192	UTStarcom UTStarcom, Inc. ( Communications Services ) As referenced in this Broadband Access Equipment Contract: UTSTARCOM INC – CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS STRICTLY CONFIDENTIAL BROADBAND ACCESS EQUIPMENT CONTRACT between RELIANCE INFOCOMM LIMITED, "Reliance" and UTSTARCOM INC ., "Vendor" Dated as of October 1, 2002 Table of Contents 1 BACKGROUND AND OBJECTIVES 1.1 Background 1.2 Objectives 2 DEFINITIONS _____________ UTStarcom Inc – to as "Reliance" which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and UTStarcom Inc ., a company incorporated under the laws of Delaware and having its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502, U. _____________ UTSTARCOM INC – as of the date first above written. RELIANCE INFOCOMM LIMITED By: /s/ Prakash C. Bajpai Name: Title: By: /s/ S. Ramesh Name: Title: UTSTARCOM INC ., By: /s/ Michael J. Sophie Name: Title: 11 ANFTTB Webstore Equipment Price List [*] ANFTTB Model 1 Equipment Price List [*] ANFTTB Model 2 _____________ dt 277952
Preview Full Doc	2003	Agreement for Telecommunications Services and Other Agreements Agreement for Telecommunications Services and Other Agreements (143K) Doc #114746: Click preview link for longer preview. AGREEMENT FOR TELECOMMUNICATIONS SERVICES AND OTHER AGREEMENTS This Agreement for Telecommunication Services (the "AGREEMENT") is entered by and between AOL Brasil Ltda., a corporation with offices at Av. Industrial, 600 - 2nd floor - Santo Andre - SP, registered at the "CNPJ/MF" (National File of Legal Entities) under Nr. 03.032.579/0001-62 ("AOL") and Telefonica Empresas S.A., a company with its head offices located at Avenida Tambore, 341/371, in the city of Barueri/SP, registered at the "CNPJ/MF" (National File of Legal Entities) under Nr. 04.027.547/0001-62 ("VENDOR"). As used in the Agreement and its Exhibits": "PARTY" means either AOL or Vendor, as appropriate, and "PARTIES" means AOL and Vendor collectively. Capitalized terms used but not defined herein shall have the respective meanings given to them in Exhibit A attached hereto. The Parties agree that the following terms and conditions shall apply to the Services to be provided by Vendor under the Agreement in consideration of certain payments to be made by AOL. 1 TERM 1.1 This Agreement shall become effective on the date of its execution, and shall govern the rendering of services by the Vendor to AOL since its first date, namely, [] ("Effective Date"). 1.2 This Agreement shall remain in force for [] [] months from the Effective Date, unless terminated earlier or extended in accordance with this Article 1 (the "Term"). AOL may elect to renew the Agreement for up to [] [] additional [] [] year periods by giving Vendor thirty (30) days' notice prior to the expiration of the then-current term. 2 PROVISION OF SERVICES 2.1 Commencing on the Effective Date, Vendor shall perform the Services in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, until such time that the number of Finally Accepted Simultaneous Accesses exceeds [] [], Vendor shall make available each calendar month for AOL's sole and exclusive use the number of Additional Simultaneous Accesses designated by AOL prior to such calendar month (for any calendar month, the "Designated Additional Simultaneous Accesses Amount"); provided that (a) the Additional Simultaneous Accesses to be made available to AOL under this Article 2 shall be in addition to (and not including) Finally Accepted Simultaneous Accesses, and (b) the Designated Additional Port Amount shall at no time exceed [] [] minus the number of Finally Accepted Simultaneous Accesses. Additional Simultaneous Accesses to be made available for AOL's use under this Article 2 shall fully conform with the terms of this Agreement. A-1 {PAGE} 3 CHARGES AND PAYMENT TERMS 3.1. GENERAL. All charges relating to the Services in the Initial Service Area are set forth in Exhibit F. Vendor shall not charge AOL for any Port or related Services which have been ordered by AOL in accordance with Section 0 of Exhibit E prior to Final Acceptance of the same by AOL. Vendor shall not charge AOL for any Additional Simultaneous Accesses except to the extent set forth in Section 0 of Exhibit F. AOL shall not be required to pay Vendor any amounts for the Services in the Initial Service Area in addition to those payable to Vendor under Exhibit F. Pricing for Additional Service Areas will be agreed by the Parties following AOL's request to Vendor to provide Services in such areas, provided that Vendor offers or provides, or is able to offer or provide Services in such Additional Service Area. 3.2. PAYMENT TERMS. All charges due under this Agreement shall be invoiced in Reais (R$) through a Sale Bill for Telecommunication Services (NFFST). Vendor shall deliver, substantially in the form attached hereto as Exhibit G, the invoices relative to the rendered services to: Cyro Ovalle Brazil Operations Director AOL Brazil Av. Industrial, 600 - 2o. floor Santo Andre - SP CEP 09080-500 Copy to: Gerry MacDonald Senior Vice President, Global Access Network America Online, Inc. 12100 Sunrise Valley Drive Reston, VA 22091 All undisputed charges shall be payable within thirty (30) days of receipt of the corresponding invoice. AOL may withhold payment of particular charges that AOL disputes in good faith. In the event that AOL withholds payment pursuant to this Section, AOL shall provide Vendor with written notice of the dispute within the thirty-day period described in this Section and shall engage in good faith discussions with Vendor to resolve such disputed charges during such thirty-day period. 3.2.1 In case the parties do not reach an agreement within such thirty-day period, there will be a meeting, within [] days from the invoice due date, between Operations areas representatives from both parties in order to solve the dispute. 3.2.1.1 In case the above mentioned meeting is not enough to solve the dispute, then, the parties will take the dispute to a third party independent consulting firm, chosen by common agreement, to solve the pending issue. The process of choosing and presenting a definitive report shall not be longer than [] days. All expenses related to such consulting shall be shared by the parties in the proportion of []% to each one, no matter what the final result is. 3.2.2 The lack of payment of the NFFST, without dispute, corresponding to the rendered service, on the date of the respective due date, will subject AOL, independently of any notice or information, to the payment of a [] ([] per cent) fine on the value of the debt, plus []% ([] per cent) interests per month, after the day following the maturity until the effective date of the payment, with said values being included in the NFFST, when issued, for the subsequent period of time. 114746	AOL Latin America Online Latin America Inc. ( Computer Services ) As referenced in this Agreement for Telecommunications Services and Other Agreements: AMERICA ONLINE LATIN AMERICA INC – AMERICA ONLINE LATIN AMERICA INC _____________ dt 1852768 ; Telefonica Telefonica SA ( Communications Services ) As referenced in this Agreement for Telecommunications Services and Other Agreements: Telefonica S.A. – 4 of the Agreement. "TDATA" means Telefonica DataCorp, S.A., Sociedad Unipersonal. "TDATA-CONTROLLED AFFILIATE" means any entity Controlled by TData. "TELEFONICA" means Telefonica S.A. "TERM" has the meaning set forth in Article 1 of the Agreement. "TRANSITION ASSISTANCE" has the meaning set forth in Section 6 _____________ dt 277537 ;	AOL Brasil Ltda.; Telefonica Empresas S.A.
Preview Full Doc	2003	Reseller Agreement [Amended and Restated] Reseller Agreement [Amended and Restated] (73K) Doc #114762: Click preview link for longer preview. AMENDED AND RESTATED RESELLER AGREEMENT 1. Agreement. This Agreement is made as of the Effective Date, with a term of two (2) years and subsequent terms of one (1) year, each self renewing annually unless terminated as provided in Section 13 or unless either party gives the other party at least sixty (60) days' notice of intent not to renew prior to the expiration of the then current term ("Term"), by and between CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem Media, Inc. with an office at 230 East Avenue, Norwalk, CT 06855 ("Reseller"). The Effective Date shall mean the later of the dates on which: (a) this Agreement has been executed by both parties; or (b) Reseller has received written proof to its reasonable satisfaction that Vendor has received at least five million dollars in equity financing since September 1, 2002 2. Resale. Subject to all the terms and conditions of this Agreement, Vendor hereby appoints Reseller for the Term as a third party reseller of the services and products as set forth in Exhibit A ("Products") to this Agreement bundled with Reseller's goods or services or on a stand alone basis. The parties acknowledge that Vendor has adopted a business model pursuant to which Vendor may provide its goods and services pursuant to a software license arrangement. The terms "Products" and "products" and "services" as used in this Agreement shall include the licensing of Vendor's software and related manuals, instructions, and other user materials and documentation, and the provision by Vendor of related services and software maintenance. The terms of this Agreement, including the provisions set forth in Exhibit B to this Agreement, shall apply to Vendor's appointment of Reseller as an end user and sublicensor of Vendor's software and related user materials and documentation and the provision of related services and software maintenance by Vendor. a. Reseller agrees to treat Vendor as its preferred vendor for Products for all of Reseller's Clients during the term of this Agreement. As part of this relationship, Reseller shall use its reasonable best efforts to resell Products, i.e. Reseller shall conduct the up front marketing effort to sell Products to Client Prospects and Clients (as both terms are defined below) and Reseller shall, to the extent it is reasonably likely Vendor's Products will be needed, include the Products in any sales pitch in which Reseller participates. Reseller shall develop necessary specifications in accordance with the requirements set forth on Exhibit A and Attachment 1 thereto for the Products for a Client and/or a Client Prospect so that Vendor may provide the Products. b. In the event a Client or Client Prospect contacts Vendor directly, Vendor will notify Reseller. Except as set forth below, at no time during the Term shall Vendor initiate contact intended to result in a contract or sale, directly with any Client or Client Prospect. At no time during the Term and for 12 months after the expiration or termination of this Agreement shall Vendor sell its services or products directly or through another reseller to a Client or Client Prospect without the written consent of Reseller's President; provided, however, such consent will be given under the following circumstances: i. Vendor may directly or indirectly through another reseller sell its products and services to a Client or Client Prospect if Reseller has not provided services to such Client or Client Prospect for more than twelve (12) months; 114762	IPG Interpublic Group of Companies, Inc. ( Advertising ) As referenced in this Reseller Agreement [Amended and Restated]: Interpublic Group of Companies, Inc – price of $0. 144748. v. The term "Revenue" shall include (i) all revenue recognized by Vendor in connection with Vendor's arrangements with Interpublic Group of Companies, Inc . ("IPG") or any of IPG's affiliates; and (ii) revenue recognized by Vendor {PAGE} from Client license fees arising under written agreements _____________ dt 258386 ; Modem Media Modem Media, Inc. ( Advertising ) As referenced in this Reseller Agreement [Amended and Restated]: Modem Media, Inc – the then current term ("Term"), by and between CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem Media, Inc . with an office at 230 East Avenue, Norwalk, CT 06855 ("Reseller"). The Effective Date shall mean the later of the dates on _____________ Modem Media, Inc – as either party may in the future specify in writing to the other): In the case of Reseller: In the case of Vendor: Modem Media, Inc . CentrPort, Inc. 230 East Avenue 450 Post Road East Norwalk, CT 06855 Westport, CT 06880 Attn: CFO Attn: CEO Fax: 203 299 _____________ dt 651469 ;	CentrPort, Inc.
Preview Full Doc	2003	Capacity Purchase Agreement Capacity Purchase Agreement (120K) Doc #114805: Click preview link for longer preview. CAPACITY PURCHASE AGREEMENT N(DEGREE) FTLD/M&S/01/051 THIS AGREEMENT is entered into on April 12, 2002, the "Effective Date". BETWEEN (1) FRANCE TELECOM SA, a company incorporated in France and having its principal office at 6, Place d'Alleray 75015 Paris ("Grantor"); and (2) EQUANT NETWORK SYSTEMS LTD, a company incorporated in Ireland and having its principal office at Garrvard House, 25-26 Earlsfort St., Dublin 2, Ireland ("Purchaser"); Each hereinafter jointly referred to as "Parties". RECITALS (A) Grantor has rights on the network described in Schedule 1 (the "Network"). (B) Purchaser desires to acquire from Grantor and Grantor is willing to grant to Purchaser, Capacity in the Network on an IRU basis as described in Schedule 2 (the "Capacity") and to provide co-location services as described in Schedule 3 (the "Co-location"). (C) Grantor agrees to provide and Purchaser agrees to take the Capacity and the Co-location on the terms and subject to the conditions set out in this Agreement. 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement: "Acceptance Date" means the date on which Grantor acknowledges receipt from Purchaser of a fully complete Service Order Form; "Agreement" means this written agreement, including the schedules. "Affiliates" means, in respect to any Party, any other entity controlled by, under common control with, or controlling such Party. For the purposes of the Agreements, the term "control" means a Person's (1) ownership, directly or indirectly, of equity securities entitling it to exercise in the aggregate at least 50% of the voting power of the entity in question; or (2) possession directly or indirectly, of the power to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise. "Capacity" means the telecommunications bandwidth supplied by the Grantor for Purchaser's sole and exclusive use. The Capacity may be either Wavelength services or Interim Capacity, as more fully described in Schedule 2 and Schedule 2a. "Co-location Services" means the locating of Purchaser's telecommunications equipment within the premises of Grantor, as further described in Schedule 3. 114805	France Telecom France Telecom ( Communications Services ) As referenced in this Capacity Purchase Agreement: FRANCE TELECOM – PURCHASE AGREEMENT N(DEGREE) FTLD/M&S/01/051 THIS AGREEMENT is entered into on April 12, 2002, the "Effective Date". BETWEEN (1) FRANCE TELECOM SA, a company incorporated in France and having its principal office at 6, Place d'Alleray 75015 Paris ("Grantor"); and (2) EQUANT NETWORK _____________ France Telecom – expansion, new activation or upgrade ("Additional Capacity") shall be governed by the Agreement for the Purchase of Global Transmission Services by and between France Telecom and Newco dated June 29th, 2001 ("The Global Agreement"), if the Additional Capacity falls within the scope of the Global Agreement. The SLA _____________ France Telecom – served by the Parties if sent by hand or facsimile or by registered mail addressed as follows: If to Grantor: If to Purchaser: France Telecom Equant Network Systems Limited ATTN: Frederic Freschel, ATTN: General Counsel, 11 {PAGE} With a copy to Legal with a copy to Vice _____________ FRANCE TELECOM – contemplated by this Agreement. IN WITNESS WHEREOF the Parties have executed this Agreement on the date set forth herein (the "Date of Signature"). FRANCE TELECOM EQUANT NETWORK SYSTEMS LTD. By: By: ---------------------------- ------------------------- (Signature) (Signature) Name: Name: ---------------------------- ------------------------- Title: Title: ---------------------------- ------------------------- Date: Date: ---------------------------- ------------------------- 14 {PAGE} SCHEDULE 1 THE NETWORK A DESCRIPTION _____________ France Telecom – self-healing broadband network linking Europe's largest cities. It can carry 80 Gbps of traffic on each ring. Built and operated by France Telecom with its affiliates, the Network will span 20,000 km to interconnect 40 cities in 16 countries with seamless links, and be accessible _____________ dt 276072 ;	Equant Nv
Preview Full Doc	2002	Internet Services Reseller Agreement Internet Services Reseller Agreement (45K) Doc #115662: Click preview link for longer preview. INTERNET SERVICES RESELLER AGREEMENTFOR RESELLERS RESIDENT IN QUEBEC, FRANCE AND OTHER FRANCOPHONE JURISDICTIONS: RESELLER AND MCI HAVE EXPRESSLY REQUESTED THAT THE AGREEMENT AND ALL DOCUMENTS AND NOTICES RELATED TO THIS AGREEMENT BE DRAFTED IN THE ENGLISH LANGUAGE. LE CLIENT ET WORLDCOM ONT DEMAND EXPRESS MENT QUE LA PR SENTE ENTENTE ET TOUS LES DOCUMENT ET AVIS CONNEXES SOIENT R DIG S EN ANGLAIS. This Internet Services Reseller Agreement ("Agreement") is made and entered into by and between UUNET Technologies, Inc. ("MCI"), a Delaware corporation d/b/a MCI Internet Wholesale, a division of the MCI operating unit of WorldCom, Inc., and GTC Telecom Corp. ("Reseller"), a Nevada corporation. This Agreement will be effective as of the date executed by both of the parties (the "Effective Date"). For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows. 1. The initial term of this Agreement ("Initial Term") will expire two (2) years from commencement of the first full monthly billing cycle following the Service Commencement Date (as such term is defined in the attached Terms and Conditions). The term will automatically renew for additional, successive one (1) year terms (each, a "Renewal Term") at the expiration of the Initial Term and at each anniversary thereof, unless either party provides the other notice to the contrary at least sixty (60) days prior to the expiration of the then current term, in which case this Agreement will terminate as of the expiration of the then current term. 2. Reseller will pay MCI for the Service (as such term is defined in the attached Terms and Conditions) in accordance with the pricing model attached hereto and identified as Schedule A. 3. The parties' rights and obligations under this Agreement are set forth in the attached Terms and Conditions identified as Schedule B, all of which are incorporated by reference herein. 4. Reseller's address for purposes of the Notice provisions in the attached Terms and Conditions will be as follows: 3151 Airway Avenue, Suite P-3 Costa Mesa, CA 92626 telephone number: (714) 549-7700 facsimile number: (714) 549-7707 attention: Paul Sandhu, CEO 115662	GTC Telecom GTC Telecom Corp. ( Communications Services ) As referenced in this Internet Services Reseller Agreement: GTC Telecom Corp – Technologies, Inc. ("MCI"), a Delaware corporation d/b/a MCI Internet Wholesale, a division of the MCI operating unit of WorldCom, Inc., and GTC Telecom Corp . ("Reseller"), a Nevada corporation. This Agreement will be effective as of the date executed by both of the parties (the "Effective Date"). _____________ GTC TELECOM CORP – 7707 attention: Paul Sandhu, CEO IN WITNESS WHEREOF, MCI and Reseller have executed this Agreement on the dates noted below. UUNET TECHNOLOGIES, INC. GTC TELECOM CORP . By: /s/ John W. Bell By: /s/ Gerald A. DeCiccio Title: John W. Bell Title: Gerald A. DeCiccio Date: 5/20/02 _____________ dt 276567 ;	UUNET Technologies, Inc.
Preview Full Doc	2002	Reseller Master Terms and Conditions Agreement Reseller Master Terms and Conditions Agreement (103K) Doc #115669: Click preview link for longer preview. AVAYA INC. RESELLER MASTER TERMS AND CONDITIONS AGREEMENT NO.: AVNERA1 060601 This Reseller Agreement ("Agreement") is made effective as of May 31, 2002 ("Effective Date") by and between Avaya Inc. ("Avaya") a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and Farmstead Telephone Group, Inc., a Delaware corporation with offices located at 22 Prestige Park Circle, East Hartford, CT 06108 ("Reseller"). NOW THEREFORE, in consideration of the mutual promises herein set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS The following terms shall have the meanings specified below: 1.1 "Affiliate" means, with respect to any party, any person or entity that is under common control with, controls, or is controlled by, that party. 1.2 "Agreement" means this Reseller Agreement and all Product Group Attachments, which are incorporated by reference herein. 1.3 "Distributor" means a wholesale distributor that Avaya has contracted with to provide outsourced fulfillment of Avaya Managed Product under this Agreement and that is named in Appendix 1: Distributor. 1.4 "Confidential Information" means all information furnished under or in contemplation of the Agreement, which is marked with a restrictive notice or otherwise designated as proprietary, or which the receiving party knows or should know is being disclosed on a confidential basis; including without limitation, this Agreement and it's terms and conditions, all trade secrets, and price discount, rebate lists and schedules. 1.5 "End-User" means a third party that purchases Products for use by such third party and not for resale, sublease, or sublicense. 1.6 "Effective Date" means the date of this Agreement as stated above. 1.7 "Licensed Materials" means the object code computer programs furnished Avaya and intended for use in or provided for use with Products and also includes the information in the Related Documentation furnished to Reseller for use therewith. Unless otherwise specified, no source code version of software will be included in Licensed Materials. 1.8 "Licensed Trademarks" means those certain Avaya designated trademarks, insignia and symbols which are associated with the Products, and owned by Avaya. 1.9 "Permission to Connect" means any necessary approval by the duly authorized governing authorities for use of a Product or Product Component in the Territory. The term includes but is not limited to "type acceptance", "type approval", "prior connection inspection", "homologation" or any other similar process, which would provide authorization to connect a Product or Product Component to the public telecommunications network and/or to sell a Product in the Territory. 1.10 "Product(s)" means those products and/or services which Reseller has been authorized to resell under the Agreement and listed in an Appendix to a Product Group Attachment. The authorized products may be amended and supplemented by Avaya from time to time in accordance with the provisions of the applicable Product Group Attachment. 1.11 "Product Component" means an item or part of equipment identified by an Avaya equipment code. 1.12 "Product Group Attachment" means the attachments to this Agreement. 1.13 "Related Documentation" means all materials in printed, written or electronic form used to describe the use of Products or Product Components, excluding marketing materials. 1.14 "Reseller" means the party named above as the Reseller and any successor or assign thereof agreed to by Avaya. 1.15 "Services" are those installation and professional services generally associated with the Products furnished by Avaya to End-Users, when ordered in connection with Products marketed by Reseller. 1.16 "Territory" means the fifty (50) states of the United States of America and the District of Columbia or such other geographic area specified in the applicable Product Group Attachment. 115669	Avaya Avaya Inc. ( Communications Equipment ) As referenced in this Reseller Master Terms and Conditions Agreement: AVAYA INC – 14/2002 EX-10 3 Exhibit 10(a) AVAYA INC . RESELLER MASTER TERMS AND CONDITIONS AGREEMENT NO.: AVNERA1 060601 This Reseller Agreement ("Agreement") is made effective as of May 31, 2002 ("Effective Date") by and between Avaya Inc. ("Avaya") _____________ Avaya Inc – 10(a) AVAYA INC. RESELLER MASTER TERMS AND CONDITIONS AGREEMENT NO.: AVNERA1 060601 This Reseller Agreement ("Agreement") is made effective as of May 31, 2002 ("Effective Date") by and between Avaya Inc . ("Avaya") a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and Farmstead Telephone Group, Inc., a Delaware corporation with offices located at 22 Prestige _____________ AVAYA INC – overnight courier service and three days after being sent by United States mail in the manner prescribed in this Section. Intentionally left blank 12 RESELLER PRODUCT GROUP ATTACHMENT TO AVAYA INC RESELLER MASTER TERMS AND CONDITIONS For ENTERPRISE COMMUNICATION AND INTERNETWORKING SOLUTIONS PRODUCT This Product Group Attachment ("Product Group Attachment") shall be effective as of May 31, 2002 ("Effective Date") _____________ Avaya, Inc – RESELLER MASTER TERMS AND CONDITIONS For ENTERPRISE COMMUNICATION AND INTERNETWORKING SOLUTIONS PRODUCT This Product Group Attachment ("Product Group Attachment") shall be effective as of May 31, 2002 ("Effective Date") between Avaya, Inc . ("Avaya"), and Farmstead Telephone Group, Inc. ("Reseller"). This Product Group Attachment hereby incorporates by reference the Reseller Master Terms and Conditions entered into between Avaya and Reseller. The terms _____________ Avaya Inc – associated with those Products, which Reseller has been authorized to sell. IN WITNESS WHEREOF the parties have caused this Product Group Attachment to be signed by their duly authorized representatives. Avaya Inc . Farmstead Telephone Group, Inc. By: /s/ Jan H. Burton By: /s/ George J. Taylor, Jr. Typed Name: Jan H. Burton Typed Name: George J. Taylor, Jr. Title: VP-Channel _____________ dt 1851315 ; Farmstead Farmstead Telephone Group Inc. ( Communications Services ) As referenced in this Reseller Master Terms and Conditions Agreement: Farmstead Telephone Group, Inc – Effective Date") by and between Avaya Inc. ("Avaya") a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and Farmstead Telephone Group, Inc ., a Delaware corporation with offices located at 22 Prestige Park Circle, East Hartford, CT 06108 ("Reseller"). NOW THEREFORE, in consideration of the _____________ Farmstead Telephone Group, Inc – PRODUCT This Product Group Attachment ("Product Group Attachment") shall be effective as of May 31, 2002 ("Effective Date") between Avaya, Inc. ("Avaya"), and Farmstead Telephone Group, Inc . ("Reseller"). This Product Group Attachment hereby incorporates by reference the Reseller Master Terms and Conditions entered into between Avaya and Reseller. The _____________ Farmstead Telephone Group, Inc – to sell. IN WITNESS WHEREOF the parties have caused this Product Group Attachment to be signed by their duly authorized representatives. Avaya Inc. Farmstead Telephone Group, Inc . By: /s/ Jan H. Burton By: /s/ George J. Taylor, Jr. Typed Name: Jan H. Burton Typed Name: George J. Taylor, Jr. _____________ Farmstead Telephone Group, Inc – to Reseller by electronic means, which may include but is not limited to website posting or email notification. Addresses: A. Marketing Location (s): Farmstead Telephone Group, Inc . 22 Prestige Park Circle East Hartford, CT 06108 860-610-6000 Area: A. Enterprise Communication Product Area Description: 1. Geographic Area, (if _____________ FARMSTEAD TELEPHONE GROUP, INC – of Reseller Master Terms and Conditions remain in effect. {PAGE} 14 DIAMOND AMENDMENT TO AVAYA RESELLER AGREEMENT (NO. 020601) AMONG AVAYA INC., AND FARMSTEAD TELEPHONE GROUP, INC ., RESELLER WHEREAS Avaya Inc., and Farmstead Telephone Group, Inc., have entered into a Avaya Reseller Agreement, effective May 31, 2002, and WHEREAS _____________ dt 275957 ;	ScanSource ScanSource, Inc. ( Computer Peripherals ) As referenced in this Reseller Master Terms and Conditions Agreement: ScanSource, Inc. – May 31, 2002 Date: April 5, 2002 {PAGE} 3 APPENDIX 1 TO RESELLER PRODUCT GROUP ATTACHMENT FOR ENTERPRISE COMMUNICATION AND INTERNETWORKING SOLUTIONS PRODUCT Enterprise Communication and Internetworking Solutions Products Distributor ScanSource, Inc. 6 Logue Court, Suite G Greenville, SC 29615 800-944-2432 Internetworking Solutions Product Distributors Avaya will provide a listing of authorized Internetworking Solutions Product Distributors to Reseller upon _____________ dt 1446349
Preview Full Doc	2002	Value Added Reseller (VAR) Agreement Value Added Reseller (VAR) Agreement (72K) Doc #115699: Click preview link for longer preview. VALUE ADDED RESELLER (VAR) AGREEMENT This Agreement is made as of the first (1st) day of October, 2001 (the "EFFECTIVE DATE"), by ImageWare Systems, Inc., a corporation organized under the laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127 ("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey City, NJ 07302 USA ("LICENSOR"). RECITALS WHEREAS, Licensor owns or controls the rights in and to the Licensed Technology (as defined below); WHEREAS, the FaceIt Application provides face detection and recognition functionality to various types of products and services for face finding, template creation and identification; WHEREAS, VAR desires to obtain from Licensor, and Licensor desires to grant to VAR, a license (as set forth in Section 2.1, the "LICENSE") to use the Licensed Technology for the purpose of developing, selling, and distributing to third parties in accordance with and subject to all of the provisions of this Agreement products and/or services into which the functionality of the FaceIt Application has been embedded (defined below as "VAR DEVELOPED PRODUCTS" or "VDPS"); NOW, THEREFORE, for the consideration stated in this Agreement, the parties hereby agree as follows: SECTION 1. DEFINITIONS The following words shall have the following meanings: 1.1 "CONSOLIDATED CURRENT LIABILITIES" means, at any time, the current liabilities of VAR and its subsidiaries determined, on a consolidated basis, in accordance with GAAP. 1.2 "DOCUMENTATION" shall mean the information developed by Licensor in printed or computer file format relating to the Licensed Technology, its installation and use, which information is specified on Schedule 1.2 attached to and made a part of this Agreement. 1.3 "END-USER" shall mean any third party which acquires a VDP for its own internal use and not for further distribution or resale. 1.4 "FACEIT APPLICATION" shall mean that certain library of algorithms, database structures, data and related items of software that provides face detection, faceprint creation and face recognition functionality in the products and services into which such library is embedded 115699	ImageWare ImageWare Systems, Inc. ( Software & Programming ) As referenced in this Value Added Reseller (VAR) Agreement: IMAGEWARE SYSTEMS INC – IMAGEWARE SYSTEMS INC _____________ ImageWare Systems, Inc. – B) (4), 200.83 AND 240.24B-2 VALUE ADDED RESELLER (VAR) AGREEMENT This Agreement is made as of the first (1st) day of October, 2001 (the "EFFECTIVE DATE"), by ImageWare Systems, Inc. , a corporation organized under the laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127 ("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey _____________ IMAGEWARE SYSTEMS, INC. – of this Agreement. [Remainder of page left blank intentionally] -17- IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written. IMAGEWARE SYSTEMS, INC. /s/ Lori Rodriguez ------------------------------------ By: Lori Rodriguez --------------------------------- Its: VP Sales & Marketing -------------------------------- VISIONICS CORPORATION /s/ Allen Ganz ------------------------------------ By: Allen Ganz --------------------------------- Its: V.P. Business Development -------------------------------- -18- SCHEDULE 1.2 DOCUMENTATION _____________ IMAGEWARE SYSTEMS, INC. – SUBLICENSE TERMS IMAGEWARE SYSTEMS END USER LICENSE AGREEMENT IMPORTANT CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. IT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC. , TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE _____________ IMAGEWARE SYSTEMS, INC. – SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC., TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE _____________ dt 1848654 ; Microsoft Microsoft Corp. As referenced in this Value Added Reseller (VAR) Agreement: Microsoft Corp – ImageWare or otherwise, a license to such third party software. If such third party software is obtained through ImageWare and the licensor is Microsoft Corp oration ("Microsoft"), then the following applies to you: The Microsoft products contained or referenced in the accompanying Microsoft software packages or Microsoft license _____________ dt 116490 ;	Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Value Added Reseller (VAR) Agreement: Paul, Weiss – address set forth above, attention: Legal Department, with a copy to Douglas A. Cifu at Paul, Weiss , Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York NY 10019. Copies of dt 32916 ; Visionics Corporation
Preview Full Doc	2002	Cellular Digital Packet Data Reseller Agreement Cellular Digital Packet Data Reseller Agreement (70K) Doc #115708: Click preview link for longer preview. CELLULAR DIGITAL PACKET DATA RESELLER AGREEMENT DETROIT SMSA LIMITED PARTNERSHIP AND CINCINNATI SMSA LIMITED PARTNERSHIP THIS AGREEMENT (hereafter referred to as the "Agreement") is made and entered into on this 10th day of January, 2002 (the "Effective Date"), by and between Ameritech Mobile Communications, LLC d/b/a Cingular Wireless on behalf of Detroit SMSA Limited Partnership and Cincinnati SMSA Limited Partnership (collectively referred to as the "Company") and At Road, Inc., a Delaware corporation (the "Customer"); throughout this Agreement, the Company and the Customer are sometimes jointly referred to as the "Parties"). This Agreement incorporates by reference all exhibits attached hereto, along with any other exhibits subsequently put into effect by the parties and any and all orders subsequently submitted by the Customer and accepted by the Company. 1. Purpose. The Company has developed a Cellular Digital Packet Data System which provides data communications between cellular mobile radio units and/or mobile data units in the greater Detroit metropolitan area; and the greater Cincinnati, Columbus and Dayton metropolitan area. The Company wishes to sell, and the Customer wishes to buy, the services which provide access to such system, and certain other optional features for use in the connection with such system, all upon the terms and conditions set forth in this Agreement. 2. Definitions. When used in this Agreement, the following terms shall have the following meanings: 2.1 Affiliate Any other entity that is owned at least 50 percent by a party to this Agreement. In the case of Company, affiliate also shall mean Ameritech Corporation and any successor to Ameritech Corporation, whether by change of name, dissolution, merger, consolidation, reorganization or otherwise and any subsidiary of Ameritech Corporation or its successor. 2.2 Cell Site A building location containing the antenna and radio equipment necessary to complete a connection between a Mobile Data Unit and the mobile telephone switching office. 2.3 Cellular Geographic Service Area or CGSA A specific geographical area in which the Company is authorized under a Federal Communications Commission ("FCC") license to provide Service. 2.4 Cellular Digital Packet Data (CDPD) A service utilizing packet switching technology in which Packets are transported via M-ES to and/or from the MD-IS serving that M-ES via cellular frequency. 2.5 Cellular System A mobile communications system or network by means of which Service is provided. Private and Confidential Except as set forth herein, the information contained herein shall not be disclosed to unauthorized persons. It is meant solely for use by authorized Ameritech Mobile Communications, LLC and Customer and employees and persons employed, retained or consulted by them. 115708	At Road At Road, Inc. ( Computer Services ) As referenced in this Cellular Digital Packet Data Reseller Agreement: AT ROAD INC – AT ROAD INC _____________ At Road, Inc. – and between Ameritech Mobile Communications, LLC d/b/a Cingular Wireless on behalf of Detroit SMSA Limited Partnership and Cincinnati SMSA Limited Partnership (collectively referred to as the "Company") and At Road, Inc. , a Delaware corporation (the "Customer"); throughout this Agreement, the Company and the Customer are sometimes jointly referred to as the "Parties"). This Agreement incorporates by reference all exhibits attached _____________ At Road, Inc. – It is meant solely for use by authorized Ameritech Mobile Communications, LLC and Customer and employees and persons employed, retained or consulted by them. 12 and to Customer as: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: Director of Carrier Sales tleiby@road-inc.com with a copy to: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: _____________ At Road, Inc. – by them. 12 and to Customer as: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: Director of Carrier Sales tleiby@road-inc.com with a copy to: At Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 Attention: Legal Department jabalos@road-inc.com (or to such other address as either Party may designate in writing from time to time). _____________ AT ROAD, INC. – them. 13 IN WITNESS WHEREOF, the Company and the Customer have caused this Agreement to be executed by duly authorized corporate officers on the date written below. CUSTOMER: COMPANY: AT ROAD, INC. AMERITECH MOBILE COMMUNICATIONS, LLC By: /s/ KRISH PANU By: /s/ SHELLEY GOODMAN ------------------------------ ---------------------------------- Name: /s/ Krish Panu Name: Shelley Goodman ---------------------------- -------------------------------- Title: President Title: General Manager Business Sales --------------------------- ------------------------------- Address: 47200 Bayside _____________ dt 1851749 ; Cingular Cingular Wireless LLC As referenced in this Cellular Digital Packet Data Reseller Agreement: Cingular Wireless, LLC – from directly or indirectly holding itself out as or otherwise creating any impression that it is sponsored, authorized, endorsed by, affiliated with, or an agent of the Company, or of Cingular Wireless, LLC or of SBC Wireless, LLC, or Ameritech Mobile Communications, LLC, unless such affiliation or agency Private and Confidential Except as set forth herein, the information contained herein shall not be _____________ dt 1532082 ;	Ameritech Mobile Communications
Preview Full Doc	1996	Communication Products Reseller Agreement Communication Products Reseller Agreement (38K) Doc #116623: Click preview link for longer preview. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT This Radius, Communication Products Reseller Agreement ("Agreement") is made and entered into as of September 22, 1994 ("Agreement Date") at Schaumburg, Illinois, by and between MOTOROLA, INC., a Delaware Corporation having a principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola" or "Seller") and Champion Comm. Services, Inc. a Delaware Corporation with a principal place of business at Houston, Tx. ("Buyer" or "Reseller"). 1. TERM, PRODUCTS, RETAIL SALE ONLY, AND SALES AGENTS. The initial term of this Agreement shall commence as of 9/23/94 and shall continue for a term expiring on June 30th of each year unless sooner terminated as provided in this Agreement. Thereafter, this Agreement shall renew automatically for successive one-year additional terms unless terminated by either party in writing no less than thirty days prior to the expiration date of the initial or any additional term or unless otherwise terminated pursuant to the terms of this Agreement. During the term of this Agreement, Buyer agrees to purchase and Seller agrees to sell selected Radius Communication Products as listed on Attachment A to this Agreement ("Products"). Motorola in its sole discretion may revise the list of selected Products from time to time without any liability to Buyer. Also in its sole discretion, Motorola may discontinue the production or sale or modify the design or material specifications of any Products or parts of any Products without any liability or obligations to Buyer or its customers. Buyer specifically acknowledges the existence of other products and product lines of Motorola and agrees and consents to the limitation of this Sales Agreement solely to selected Motorola Radius Communication Products as listed on Attachment A, Products and Pricing Schedule, attached to this Agreement and made a part of it. Buyer shall sell the Products purchased under this Agreement at retail sale only, (i.e., to end users). Additionally, Buyer shall refrain from appointing without the prior written approval of Motorola any sales agent or representative (other than its employees) in connection with the performance of this Agreement. In the event that Motorola grants such approval, it is understood that such appointment shall be made only in the name and for the account of Buyer and shall be for a term no greater than the term of this Agreement. Buyer shall not grant to such sales agent or representative any rights greater than those which are granted by Motorola to Buyer under this Agreement. Buyer shall also impose on such sales agent and representative the same obligations as Motorola has imposed on Buyer under this Agreement for the purpose of protecting the goodwill of Motorola and the Products. Buyer shall provide Motorola with information in detail satisfactory to Motorola regarding any sales agent or representative proposed by Buyer for appointment. 2. PRICES. The prices for the applicable quantity of Products purchased pursuant to this Agreement shall be as set forth on the Pricing Schedule which is attached to this Agreement as Attachment A, Products and Pricing Schedule. Such prices are subject to change upon thirty days written notice to Buyer. 3. ORDERS, ACCEPTANCE, CREDIT APPROVAL. Purchase and sale shall occur only by Motorola's acceptance of Orders submitted by Buyer. An order may be submitted on the Reseller Order form attached to this Agreement as Attachment B and incorporated by reference into it. Such form may be amended from time to time by Motorola. Facsimile, telegraph and verbal orders may also be submitted. Acceptance shall be documented by a Motorola invoice sent to Buyer. Buyer acknowledges and agrees that the invoice is accurate and final unless objected to in writing within ten days of receipt by Buyer. Acceptance shall be only upon the terms and conditions of this Agreement and the listed Attachments. The only effect of any terms and conditions in Buyer's purchase orders or elsewhere shall be to request the time and place of delivery and number of Products to be delivered, but they shall not change, alter or add to these terms and 116623	Champion Champion Communication Services Inc. ( Communications Services ) As referenced in this Communication Products Reseller Agreement: Champion Communication Services Inc – November 8, 1994 {PAGE} 8 MASTER AMENDMENT NO.1 to MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT ("Agreement") between MOTOROLA, INC. ("Motorola") and Champion Communication Services Inc . ("Reseller") The Woodlands, Texas (City, State") Effective the Motorola execution date shown below, Reseller and Motorola agree that the Agreement is changed _____________ dt 275675 ; Motorola Motorola, Inc. ( Communications Equipment ) As referenced in this Communication Products Reseller Agreement: MOTOROLA, INC – Communication Products Reseller Agreement ("Agreement") is made and entered into as of September 22, 1994 ("Agreement Date") at Schaumburg, Illinois, by and between MOTOROLA, INC ., a Delaware Corporation having a principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola" or "Seller") and Champion _____________ MOTOROLA, INC – THE STATE OF ILLINOIS. The parties deem this Agreement to be executed by their duly authorized representatives on the Agreement Date. SELLER: BUYER: MOTOROLA, INC . CHAMPION COMM. SERVICES, INC. David A. Terman ------------------------------ By: /s/ LEO ZIMINSKY By: /s/ DAVID A. TERMAN ------------------------------- --------------------------- (Authorized Signature) (Authorized Signature) Title: Leo _____________ MOTOROLA INC – David A. Terman ------------------------------- -------------------------------- Title: Leo Ziminsky Title: President ---------------------------- ----------------------------- V.P. and General Manager November 8, 1994 {PAGE} 8 MASTER AMENDMENT NO.1 to MOTOROLA INC . RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT ("Agreement") between MOTOROLA, INC. ("Motorola") and Champion Communication Services Inc. ("Reseller") The Woodlands, Texas (City, State") Effective _____________ MOTOROLA, INC – P. and General Manager November 8, 1994 {PAGE} 8 MASTER AMENDMENT NO.1 to MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT ("Agreement") between MOTOROLA, INC . ("Motorola") and Champion Communication Services Inc. ("Reseller") The Woodlands, Texas (City, State") Effective the Motorola execution date shown below, Reseller and Motorola _____________ MOTOROLA. INC – effect. Except as specifically amended above, the Agreement remains in full force and effect in accordance with all its terms. conditions and amounts. MOTOROLA. INC .: RESELLER: By: /s/ LEO ZIMINSKY By: KEN NOTTER ----------------------------- ------------------------------- Print Name: Leo Ziminsky Print Name: Ken Notter --------------------- ----------------------- Title: VP Division General Manager Print _____________ dt 151211 ;	Radius Communication
Preview Full Doc	2002	Equipment Lease and Operating Agreement Equipment Lease and Operating Agreement (11K) Doc #117497: Click preview link for longer preview. EQUIPMENT LEASE AND OPERATING AGREEMENT This Agreement, dated __________________, between: Lessee: Total Recycling Services of Connecticut, Inc. PO Box 436 Ridgefield, NJ 07657 and Owner: Connecticut Waste Oil, Inc. And Joseph Peruti 1250 Old Colony Road Wallingford, CT 06492 W I T N E S S E T H WHEREAS, the Owner possess certain equipment and other necessary tools for the collection of waste oil, used oil filters, and other hazardous and non-hazardous recyclable waste; and WHEREAS, the Lessee contracted to purchase some of the assets of the owner and wishes to assume business operations prior to closing; and WHEREAS, the Owner and Lessee wish to enter an agreement whereby the Owner will lease necessary equipment to Lessee prior to closing; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows: 1. Operating Agreement. Owner agrees to lease to Lessee exclusive use of all equipment subject to this lease, and to provide lessee customer contacts and information so as to allow Lessee to service customers. 117497	Whitewing Whitewing Environmental Corp. ( Waste Management Services ) As referenced in this Equipment Lease and Operating Agreement: WHITEWING ENVIRONMENTAL CORP – WHITEWING ENVIRONMENTAL CORP _____________ dt 1849667 ;	Whitewing Whitewing Environmental Corp. ( Waste Management Services ) As referenced in this Equipment Lease and Operating Agreement: WHITEWING ENVIRONMENTAL CORP – WHITEWING ENVIRONMENTAL CORP _____________ dt 1852453
Preview Full Doc	2003	Supply Agreement Supply Agreement (67K) Doc #117735: Click preview link for longer preview. SUPPLY AGREEMENT This Agreement is made and entered into the 26th day of June 2002. BETWEEN STMicroelectronics, N.V., a Dutch Corporation, having its registered office at Strawinskylaan 1725, Tower B - 17th floor, 1077 XX Amsterdam, The Netherlands, acting for the purpose of this Agreement through its Swiss branch, ICC - Bloc A, Route de Pre-Bois 20, 1215 Geneva 15, Switzerland ("Purchaser") AND AMI Semiconductor Belgium BVBA, a Belgian company, having its registered office at Westerring 15, B-9700 Oudenaarde, Belgium ("Supplier") WHEREAS, Pursuant to the terms and conditions of a Business Purchase Agreement (the "BPA"), dated 8 May, 2002 among Purchaser, Supplier, and AMI Semiconductor Inc. ("AMI"), Purchaser and Alcatel Microelectronics N.V., a Belgian company ("AME"), are contemporaneously with the execution and delivery of this Agreement selling to Supplier the Mixed Signal Business (the "MSB" as defined in the BPA) of AME; WHEREAS, as an enticement for Supplier and AMI to enter into the BPA, Supplier and AMI have requested that Purchaser load the manufacturing site located in Oudenaarde acquired by Supplier under the terms of the BPA by placing with Supplier a certain amount, in Value (as defined below), of purchase orders for Products (as defined herein) over the Initial Term (as defined herein) of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows. 1 DEFINITIONS Unless the provisions of this Agreement otherwise provide, the following capitalised terms when used in this Agreement shall have the meaning set out below. 1.1 "Affiliate(s)" of a party means a Person owning or controlling a party, or under the same ownership or control as a party, or owned or controlled by a party, but only so long as such ownership or control exists. Ownership or control shall exist through the direct or indirect: (i) ownership of more than 50% of the Equity Interests and of the - 2 - {PAGE} Equity Interests generally entitled to vote on matters submitted to holders of Equity Interests, or (ii) the right by any other means to elect or appoint a majority of directors, or Persons performing similar functions. 1.2 "Agreement" shall mean this Supply Agreement, together with all schedules attached hereto, as the same may be amended from time to time, as permitted herein. 1.3 "AMI" shall mean AMI Semiconductor Inc., a Delaware corporation. 1.4 "Blanket Purchase Order" shall mean a purchase order to which requirements for Products shall be added on a weekly basis by means of Weekly Forecasts in accordance with Section 5.1. 1.5 "Business Day" shall mean any day on which banks are generally open for business in London, Brussels, Paris and New York. 1.6 "Completion Date" shall have the meaning ascribed to it in the BPA. 1.7 "Contract Periods" shall mean the First Contract Period, the Second Contract Period, the Third Contract Period, the Fourth Contract Period, the Fifth Contract Period, the Sixth Contract Period, the Seventh Contract Period and the Eighth Contract Period, collectively, each of which being a Contract Period. 1.8 "Cycle Time" shall have the meaning set forth on Schedule 5 hereof. 1.9 "Designs" shall mean all designs, test tapes, data base tapes, data, information and technical and other expertise belonging to Purchaser and/or its Subsidiaries relating to the manufacture of Products and which are required by Supplier to enable Supplier to set up its manufacturing process and to manufacture the Products. 1.10 "Die Form" shall mean a Product in a preliminary stage of manufacturing which consists of a slice or slices of silicon upon which integrated circuits have been electrically tested and which may or may not have been cut into individual integrated circuits or dice. 1.11 "Effective Date" shall mean the Completion Date as defined in the BPA. 1.12 "Eighth Contract Period" shall mean the three (3) month period beginning on the calendar day immediately following the last day of the Seventh Contract Period. 117735	Alcatel Alcatel ( Communications Equipment ) As referenced in this Supply Agreement: Alcatel – Belgium ("Supplier") WHEREAS, Pursuant to the terms and conditions of a Business Purchase Agreement (the "BPA"), dated 8 May, 2002 among Purchaser, Supplier, and AMI Semiconductor Inc. ("AMI"), Purchaser and Alcatel Microelectronics N.V., a Belgian company ("AME"), are contemporaneously with the execution and delivery of this Agreement selling to Supplier the Mixed Signal Business (the "MSB" as defined in the _____________ dt 1537764 ; STMicroelectron. STMicroelectronics NV ( Semiconductors ) As referenced in this Supply Agreement: STMicroelectronics, N – SEQUENCE}5 {PAGE} EXHIBIT 10.8 DATED 26 JUNE 2002 -------------------- SUPPLY AGREEMENT -------------------- - 1 - {PAGE} SUPPLY AGREEMENT This Agreement is made and entered into the 26th day of June 2002. BETWEEN STMicroelectronics, N .V., a Dutch Corporation, having its registered office at Strawinskylaan 1725, Tower B - 17th floor, 1077 XX Amsterdam, The Netherlands, acting for the purpose of this Agreement through its _____________ STMicroelectronics, N – and such orders shall be counted towards the fulfilment of the Requirement. - 23 - {PAGE} IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written. STMicroelectronics, N .V. By: Name: Title: AMI Semiconductor Belgium BVBA By: Name: Title: AMI Semiconductor Inc. (to acknowledge and accept the terms of Section 21 of this Agreement) By: Name: Title: - _____________ dt 1465862 ; Dechert Dechert LLP ( Legal ) As referenced in this Supply Agreement: Dechert – Belgium Phone: 1.208.233.4690 Phone: Fax: Attention: Chief Financial Officer With copy to: Dechert 2 Serjeants' Inn - 20 - {PAGE} London EC4Y 1LT Phone: 44.207.583.5353 Fax: Dechert – 4690 Fax: 1.208.234.6796 Attention: Chief Financial Officer With a required copy to: Dechert 2 Serjeants' Inn London EC4Y 1LT Phone: 44.207.583.5353 Fax: 44.207. dt 35546 ;	STMicroelectronics, N.V.; AMI Semiconductor Belgium BVBA; AMI Semiconductor Inc.
Preview Full Doc	2003	Local Marketing Agreement Local Marketing Agreement (110K) Doc #118498: Click preview link for longer preview. LOCAL MARKETING AGREEMENT This Local Marketing Agreement (this "Agreement") is dated as of February 11, 2003, among Pappas Telecasting of Southern California LLC, a Delaware limited liability company ("PTSC") and Pappas Southern California License LLC, a Delaware limited liability company ("PSC License" and, collectively with PTSC, "Pappas"), and Azteca International Corporation, a Delaware corporation ("AIC") and TV Azteca, S.A. de C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico ("TVA") as guarantor. WHEREAS, PSC License is a direct, wholly-owned subsidiary of PTSC and the licensee of KAZA-TV, Avalon, California (the "Station"), pursuant to authorizations granted by the Federal Communications Commission ("FCC"); WHEREAS, TVA, the ultimate parent of AIC, AIC and Pappas and certain affiliates of Pappas desire to settle certain disputes among them and, in furtherance thereof, have entered into that certain Settlement Agreement (the "Settlement Agreement"), dated as of the date hereof, by and among TVA, AIC, Pappas and certain other affiliates of Pappas; WHEREAS, it is a condition to the consummation of the transactions contemplated by the Settlement Agreement that AIC and Pappas concurrently enter into this Agreement; WHEREAS, AIC desires to provide programming and related services to the Station subject to the terms and conditions set forth herein and to the Communications Act of 1934, as amended ("Communications Act"), and the rules, regulations and published policies of the FCC ("FCC Rules" and, together with the Communications Act, "Communications Laws"); and WHEREAS, Pappas desires to accept the programming and related services to be supplied by AIC to the Station. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound, agree as follows: 1. Air Time and Transmission Services. Subject to the terms and conditions of this Agreement, beginning on the Effective Date (as defined below), AIC will broadcast, or cause to be broadcast, at AIC's expense, on the Station programming designated by AIC (the "Programming"). 2. Payments. AIC hereby agrees to pay to Pappas, as full and complete consideration for the rights granted hereunder from and after the Effective Date and on the terms and conditions herein provided, the amounts specified in Attachment A. Payments specified in Attachment A are due and payable as set forth in Attachment A. Notwithstanding any provision in this Agreement to the contrary, if this Agreement is terminated, the obligation of AIC to make the payments specified in Attachment A, other than amounts that are accrued and unpaid at the date of termination, shall cease; provided, however, that if this Agreement is terminated by Pappas pursuant to Section 12.2.1, AIC shall be obligated to make the payments provided for in 118498	TV Azteca TV Azteca, S.A. de C.V. ( Broadcasting & Cable TV ) As referenced in this Local Marketing Agreement: TV Azteca, S.A. de C.V. – License LLC, a Delaware limited liability company ("PSC License" and, collectively with PTSC, "Pappas"), and Azteca International Corporation, a Delaware corporation ("AIC") and TV Azteca, S.A. de C.V. , a sociedad anonima de capital variable incorporated under the laws of Mexico ("TVA") as guarantor. WHEREAS, PSC License is a direct, wholly- _____________ TV Azteca, S.A. de C.V. – W. 10th Floor Washington, DC 20004-2400 Tel: (202) 508-9500 Attention: John Griffith Johnson Jr., Esq. (2) if to AIC: c/o TV Azteca, S.A. de C.V. Periferico Sur 4121 Col. Fuentes de Pedregal C.P. 14141 Mexico Delegacion Tlalpan Mexico, D.F. Tel: 011-525-5-30995751 Attention: _____________ TV AZTECA, S.A. de C.V. – Officer By: /s/ Francisco X. Borrego -------------------------------------- Name: Francisco X. Borrego Title: Director By: /s/ Carlos Hesles Flores -------------------------------------- Name: Carlos Hesles Flores Title: Director TV AZTECA, S.A. de C.V. By: /s/ Francisco X. Borrego -------------------------------------- Name: Francisco X. Borrego Title: General Counsel 27 {PAGE} LOCAL MARKETING AGREEMENT ATTACHMENT A PAYMENT SCHEDULE 1. _____________ dt 266364 ; Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Local Marketing Agreement: Hogan & Hartson – 24 {PAGE} Attention: Judith R. Thoyer, Esq. Jay Cohen, Esq. and with a copy to: Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, DC 20004 Tel: (202) 637-5600 dt 37297 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Local Marketing Agreement: Kaye Scholer – Visalia, CA 93277 Tel: (559) 733-7800 Attention: Dennis J. Davis with a copy to: Kaye Scholer , LLP 425 Park Avenue New York, NY 10022 Tel: (212) 836-8000 Attention: Lynn dt 37613 ;	Paul Hastings Paul, Hastings, Janofsky & Walker ( Legal ) As referenced in this Local Marketing Agreement: Paul Hastings – 836-8000 Attention: Lynn Toby Fisher, Esq Aaron Rubinstein, Esq. and with a copy to: Paul Hastings Janofsky & Walker, LLP 1299 Pennsylvania Avenue, N.W. 10th Floor Washington, DC 20004-2400 Tel: ( dt 32908 ; Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Local Marketing Agreement: Paul, Weiss – 011-525-5-30995751 Attention: Lic. Francisco X. Borrego Hinojosa and with a copy to: Paul, Weiss , Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Tel: ( dt 32918 ; More...
Preview Full Doc	2000	Letter Agreement Re: Proposal Letter Agreement Re: Proposal (28K) Doc #119923: Click preview link for longer preview. Bobby Minter ext. 103 116 East 27th Street New York, NY 10016 Ph: 212-889-2100 Fx: 212-889-7071 November 3, 1997 Jack Rubinstein Pipeline Data, Inc. Hartsdale Avenue Hartsdale, NY 10583 Dear Jack: This letter, with the attached proposal and terms and conditions, signifies our agreement with respect to Pipeline Data, Inc. engaging Rainbow Media, Inc. to perform certain marketing and creative services. Agreed: /s/ Bobby Minter /s/ Jack Rubinstein ------------------------------------ ----------------------------- For: Rainbow Media, Inc. For: Pipeline Data, Inc. Dated as of: November 3, 1997 Dated as of: November 3, 1997 {PAGE} Consulting Proposal Submitted to: Pipeline Data, Inc. Submitted by: Rainbow Media, Inc. 11/3/1997 Consulting Proposal Meeting Pipeline Data's Needs As part of its direct e-mail marketing program for the pharmaceutical and healthcare industries, Pipeline Data wants to build highly targeted e-mail lists of subscribers interested in specific medical- and disease-related information. To create that list Pipeline Data has asked Rainbow Media to develop an acquisition plan by April 1, 1998, including creation of co-marketing and direct marketing programs. We are delighted to respond to your request. Through every step of the process, our service will: o Leverage your time and expertise by providing substantial marketing expertise in the healthcare and pharmaceutical industries; o Maximize your marketing program's impact by identifying key market segments and by developing co-marketing agreements with targeted groups within the healthcare and pharmaceutical industry; o Support your system development efforts with our own experience in internet marketing, web development and other digital communications; o Supply creative resources for creating high impact presentations to a wide range of audiences, when needed. 119923	Bristol-Myers Bristol-Myers Squibb Co. ( Pharmaceutical Preparations ) ; Pipeline Data Pipeline Data Inc. ( Business Services ) As referenced in this Letter Agreement Re: Proposal: Pipeline Data, Inc – ext. 103 116 East 27th Street New York, NY 10016 Ph: 212-889-2100 Fx: 212-889-7071 November 3, 1997 Jack Rubinstein Pipeline Data, Inc . Hartsdale Avenue Hartsdale, NY 10583 Dear Jack: This letter, with the attached proposal and terms and conditions, signifies our agreement with respect _____________ Pipeline Data, Inc – Hartsdale Avenue Hartsdale, NY 10583 Dear Jack: This letter, with the attached proposal and terms and conditions, signifies our agreement with respect to Pipeline Data, Inc . engaging Rainbow Media, Inc. to perform certain marketing and creative services. Agreed: /s/ Bobby Minter /s/ Jack Rubinstein ------------------------------------ ----------------------------- For: Rainbow Media, Inc. _____________ Pipeline Data, Inc – engaging Rainbow Media, Inc. to perform certain marketing and creative services. Agreed: /s/ Bobby Minter /s/ Jack Rubinstein ------------------------------------ ----------------------------- For: Rainbow Media, Inc. For: Pipeline Data, Inc . Dated as of: November 3, 1997 Dated as of: November 3, 1997 {PAGE} Consulting Proposal Submitted to: Pipeline Data, Inc. Submitted by: _____________ Pipeline Data, Inc – Media, Inc. For: Pipeline Data, Inc. Dated as of: November 3, 1997 Dated as of: November 3, 1997 {PAGE} Consulting Proposal Submitted to: Pipeline Data, Inc . Submitted by: Rainbow Media, Inc. 11/3/1997 Consulting Proposal Meeting Pipeline Data's Needs As part of its direct e-mail _____________ Pipeline Data, Inc – marketing program with the selected allies, providing traditional advertising creative support for the marketing program. 11/3/97 {PAGE} Consulting Proposal Submitted to: Pipeline Data, Inc . Submitted by: Rainbow Media, Inc. Rainbow Media's Services Throughout the engagement, Rainbow Media will work closely with you to develop a _____________ dt 270690 ;	Bankers Trust Bankers Trust Co. ( Regional Banks ) As referenced in this Letter Agreement Re: Proposal: Bankers Trust – in the projects highlighted here: Using Communications To Help Technology Work: Successful VRS Launch for Bankers Trust and Philip Morris Problem: While happy with a growing 401(k) plan, Philip Morris was Bankers Trust, – Philip Morris was unhappy about its employees' expectation of personalized service from the benefits staff. Bankers Trust, its administrative recordkeeper, suggested that Philip Morris install a voice response system (VRS) so Bankers Trust – system (VRS) so employees could use the telephone to get information and conduct transactions. Solution: Bankers Trust turned to Rainbow Media to create and execute a communications campaign that would get employees Bankers Trust – 85% of employee calls were successfully handled by the VRS without need of operator assistance. Bankers Trust credits the Rainbow Media communications campaign with helping it achieve both the most successful first Bankers Trust – Certified Public Accountants (AICPA) o Arthur Andersen - Andersen Consulting o Automated Data Processing (ADP) o Bankers Trust Company o Bracco Diagnostics o Bristol-Myers Squibb Pharmaceutical Group o C^3i o Exxon dt 44185 ; Rainbow Media, Inc.
Preview Full Doc	1998	Letter Agreement Re: Proposal Letter Agreement Re: Proposal (5K) Doc #119940: Click preview link for longer preview. January 13, 1998 Mr. Mossimo Giannulli Chairman of the Board MOSSIMO, INC. 9 Pasteur Irvine, CA 92618 Dear Mr. Giannulli Based upon the information given to us by your legal counsel, Sheppard, Mullin, Richter & Hampton, LLP, the following is our proposal to tender consulting services to Mossimo, Inc. ("you" or the "Company"): We shall furnish you with the services of Mr. John Brincko, as well as such members of our professional staff as may be required to perform our assignment, upon the terms and conditions set forth below. We shall analyze the operations and financial condition of the Company and provide specific, detailed recommendations as to immediate steps for improvement. Provided that this letter is signed by you and the fee hereafter provided for is paid on January 13, 1998, our engagement will terminate four months from the date of this letter. Unless otherwise agreed in a writing signed by both parties, Mr Brincko shall not be required to devote more than 160 hours per month to this engagement. You will pay us $50,000 for Mr. Brincko's services during the period January 13, 1998 through February 9, 1998. No later than February 9, 1998 you will give us written notice advising us whether (1) you elect to continue our services for the remainder of the four month term referred to above at a monthly rate of between $50,000 and $65,000 to be agreed upon on or before February 9, 1998, or (2) you elect to terminate our services, or if our engagement terminates because you and we are unable to agree upon a monthly fee within the range set forth above, then you shall pay us the sum of $25,000 on February 9, 1998 119940	Mossimo Mossimo, Inc. ( Apparel & Accessories ) As referenced in this Letter Agreement Re: Proposal: MOSSIMO, INC – 10.8 {SEQUENCE}2 {DESCRIPTION}EXHIBIT 10.8 {PAGE} [BRINCKO ASSOCIATES, INC. LETTERHEAD] January 13, 1998 Mr. Mossimo Giannulli Chairman of the Board MOSSIMO, INC . 9 Pasteur Irvine, CA 92618 Dear Mr. Giannulli Based upon the information given to us by your legal counsel, Sheppard, Mullin, Richter & _____________ Mossimo, Inc – information given to us by your legal counsel, Sheppard, Mullin, Richter & Hampton, LLP, the following is our proposal to tender consulting services to Mossimo, Inc . ("you" or the "Company"): We shall furnish you with the services of Mr. John Brincko, as well as such members of our _____________ MOSSIMO, INC – enclosed copy of this letter. Very truly, yours BRINCKO ASSOCIATES, INC. By: -------------------------------- (John P. Brincko) President Accepted and agreed subject to Board approval: MOSSIMO, INC . By: --------------------------- (Mossimo Giannulli) Chairman of the Board _____________ dt 220986 ; Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Letter Agreement Re: Proposal: Sheppard, Mullin – 92618 Dear Mr. Giannulli Based upon the information given to us by your legal counsel, Sheppard, Mullin , Richter & Hampton, LLP, the following is our proposal to tender consulting services to Mossimo, dt 33755 ;	Brincko Associates, Inc.
Preview Full Doc	2002	Letter Agreement Re: Proposal Terms Letter Agreement Re: Proposal Terms (3K) Doc #120979: Click preview link for longer preview. March 8, 2002 Regina McClusky Wells Fargo Credit, Inc. 119 West 40th Street New York, New York 10018 Re: Proposal Terms for the Purchase of Certain Assets of Eden Health Employment Services, Inc. in Union City, New Jersey. Dear Regina: This letter confirms Stratus Services Group, Inc.'s proposal to purchase certain of the assets of the branch of Eden Health Employment Services, Inc. ("Health"), previously operated in Union City, New Jersey (the "Branch") on the following terms and conditions. We understand that Wells Fargo Credit, Inc. ("Wells Fargo") has taken peaceful possession of all of the assets of Health. Subject to the terms and conditions of this letter, Wells Fargo will deliver a Secured Party Bill of Sale to Stratus Services Group, Inc. and transfer to Stratus Services Group, Inc. effective as of Monday, March 4, 2002, all of the Company's rights, title and interest in and to the assets specified therein ("Sale Assets") free and clear of any liens of Wells Fargo and any lien subordinated thereto on such other terms and conditions as shall be contained therein. A copy of such Bill of Sale is annexed hereto as Exhibit A. The purchase price for the Sale shall be a royalty payable with respect to 120979	Stratus Services Stratus Services Group Inc. ( Business Services ) As referenced in this Letter Agreement Re: Proposal Terms: Stratus Services Group, – Eden Health Employment Services, Inc. in Union City, New Jersey. Dear Regina: This letter confirms Stratus Services Group, Inc.'s proposal to purchase certain of the assets of the branch of Eden Stratus Services Group, – conditions of this letter, Wells Fargo will deliver a Secured Party Bill of Sale to Stratus Services Group, Inc. and transfer to Stratus Services Group, Inc. effective as of Monday, March 4, Stratus Services Group, – deliver a Secured Party Bill of Sale to Stratus Services Group, Inc. and transfer to Stratus Services Group, Inc. effective as of Monday, March 4, 2002, all of the Company's rights, Stratus Services Group, – Fargo. Any invoices billed on or after March 4, 2002 shall be the property of Stratus Services Group, Inc. Both parties agree to a weekly adjustment of funds collected belonging to the Stratus Services Group, – wire transfer when possible, or check. It is further agreed that any collections received by Stratus Services Group, Inc. from any Eden client that do not identify an invoice payable to Stratus dt 20914
Preview Full Doc	2000	Operation, Development and Supply Agreement Operation, Development and Supply Agreement (131K) Doc #122614: Click preview link for longer preview. OPERATION, DEVELOPMENT AND SUPPLY AGREEMENT This Operation, Development and Supply Agreement (the "Agreement"), effective as of December 17, 1999 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, ("TWT") and Third Wave Agbio, Inc., a Delaware corporation ("TWAgbio"). BACKGROUND A. TWT and TWAgbio are parties to that certain Investment Agreement dated as of October 16, 1998 (the "Investment Agreement"). The parties are entering into this Agreement in compliance with and as fulfillment of Section 5.1 of the Investment Agreement; and B. TWT has developed and is further developing a number of nucleic acid technologies and product platforms including, among others, its proprietary Invader(TM) assay and Cleavase(R) Fragment Length Polymorphism (CFLP(R)) platforms; and C. The parties desire that TWT further develop such technologies and product platforms for applications within the Field of Agriculture (as defined below) and supply to TWAgbio certain products and components thereof for use within the Field of Agriculture; and D. The parties also desire to cross-license to each other, technologies owned and controlled by such party during the term of such development; and E. TWAgbio desires that TWT provide certain administrative and management services to TWAgbio in addition to the research and development services, and TWT desires to provide such administrative and management services, all on the terms set forth herein below. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS 1.1 "Affiliate" shall mean any entity which controls, is controlled by or is under common control with TWT or TWAgbio. For purposes of this definition, "control" shall mean beneficial ownership (direct or indirect) of at least fifty percent (50%) of the ownership interest of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority). "Controlled Affiliate" shall mean an entity that is controlled by a party to this Agreement. Notwithstanding the foregoing, neither TWT nor TWAgbio shall be deemed to be an Affiliate of the other for purposes of this Agreement. 122614	Third Wave Third Wave Technologies Inc. ( Biological Products ) As referenced in this Operation, Development and Supply Agreement: Third Wave Technologies, – AGREEMENT This Operation, Development and Supply Agreement (the "Agreement"), effective as of December 17, 1999 (the "Effective Date"), is made by and between Third Wave Technologies, Inc., a Wisconsin corporation, ("TWT") and Third Wave Agbio, Inc., a Delaware corporation ("TWAgbio"). BACKGROUND A. TWT and TWAgbio are parties to _____________ Third Wave Technologies, – White & McAuliffe 525 University Ave., Suite 1100 Palo Alto, CA 94301-1900 Attn: Richard A. Peers, Esq. Fax: (650) 324-0638 Third Wave: Third Wave Technologies, Inc. 502 South Rosa Road Madison, Wisconsin 53719 Attn: Chief Executive Officer Fax: (608) 273-8618 with a copy to: Wilson Sonsini _____________ THIRD WAVE TECHNOLOGIES, – the parties hereto have caused this Agreement to be duly executed and delivered in duplicate originals as of the date first above written. THIRD WAVE TECHNOLOGIES, INC. By: ---------------------------------------- Name: Lance Fors ------------------------------------- Title: President & CEO ------------------------------------ THIRD WAVE AGBIO, INC. By: ---------------------------------------- Name: Glen Donald ------------------------------------- Title: Chief Executive Officer ------------------------------------ ACKNOWLEDGED and _____________ dt 130358 ; Heller Ehrman Heller Ehrman White & McAuliffe ( Legal ) As referenced in this Operation, Development and Supply Agreement: Heller Ehrman – Attn: Chief Executive Officer Fax: (608) 663-7061 -34- {PAGE} 35 with a copy to: Heller Ehrman White & McAuliffe 525 University Ave., Suite 1100 Palo Alto, CA 94301-1900 Attn: Richard dt 37209 ;	WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Operation, Development and Supply Agreement: Wilson Sonsini – Madison, Wisconsin 53719 Attn: Chief Executive Officer Fax: (608) 273-8618 with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Attn: dt 30825

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