EXHIBIT 10.2
****CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT
OF 1934.
LICENSED AFFILIATE AGREEMENT
THIS AGREEMENT is made the ________ day of ____________, ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇:
724 SOLUTIONS (UK) LIMITED
("LICENSOR")
- AND -
CITIBANK, N.A.
("CITIBANK AFFILIATE")
BACKGROUND:
1. An Affiliate of Licensor has entered into a Master Technology License
Agreement including Exhibits thereto (the "Master Agreement") with Citicorp
Strategic Technology Corporation, ("Citibank") dated December 29, 1999
pursuant to which Licensor has agreed to license or to direct one of its
Affiliates offer to license the Licensed Technology and provide or arrange
for the provision of other services to Citibank or Affiliates of Citibank
that execute a Licensed Affiliate Agreement; and
2. Citibank Affiliate is an Affiliate of Citibank which wishes to license the
Licensed Technology.
IN CONSIDERATION of the promises, the mutual convenants contained herein and
other good and valuable consideration, (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows:
1. DEFINITIONS. In this Agreement, capitalized words not otherwise defined
herein shall be given the meaning ascribed to them in the Master Agreement.
2. STRUCTURE. This Licensed Affiliate Agreement (and the Schedules attached
hereto) is a separate agreement that exists between the Parties hereto, the
terms of which consist exclusively of the terms and conditions of the Master
Agreement specified therein as are applicable to Citibank Affiliates (other
than those specifically excluded below, those additional or amending terms
set forth below and the Schedules, if any, attached hereto). All references
in the Master Agreement to Schedules attached to a Licensed Affiliate
Agreement, if any, shall be interpreted as references to the Schedules
attached to this Licensed Affiliate Agreement. In the event there is any
inconsistency between the terms of the Licensed
Affiliate Agreement and the terms of the Master Agreement, the terms of this
Licensed Affiliate Agreement shall prevail to the extent of any such
inconsistency.
3. LICENSED TECHNOLOGY
a) LICENSED MODULES: Banking and Brokerage modules.
b) DELIVERY DATE FOR LICENSED TECHNOLOGY: February 28, 2000.
c) DESIGNATED SITE:
i) DESIGNATED SITE: Singapore
ii) The parties agree that the services supported by Licensed Modules
may be provided to Customers of Licensee in Singapore, Hong Kong,
Philippines, Australia, Taiwan, Korea, Thailand, Guam, Indonesia
and to customers of Licensee's International Private Banking
groups. The parties acknowledge and agree that the country rates
for Malaysia, Thailand, Guam and Indonesia will be negotiated prior
to implementing the Technology for those countries.
4. TERM. The Term of this Agreement shall start on the execution date hereof
and shall terminate 24 months following the commencement of Phase 2 (as such
term is defined in Schedule B) in Singapore, unless terminated earlier in
accordance with Article VIII of the Master Agreement.
5. LICENSE FEES. The License Fees payable by Citibank Affiliate to Licensor
shall be payable per User per month according to the following table:
NUMBER OF USERS INCREMENTAL LICENSE FEE
FROM UP TO PER USER PER MONTH
--------------- -------- -----------------------
**** **** ****
**** **** ****
**** **** ****
Over **** ****
[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
The parties agree that the above rates are blended rates and are based on
the rates applicable to Designated Countries as set out in Schedule C. These
rates will be the most favourable rates provided to any Financial Institution,
for their retail customer base, in the countries designated on Schedule C, for
the banking and brokage modules delivered for Phase One and Two rollout as
described in Schedule B. A "User" is a Customer who shall have had access to the
Licensed Technology through a Licensed Channel at least two times in a
particular calendar month.
6. LICENSE FEES FOR BANKING AND BROKERAGE. If a User is registered to use both
Licensed Modules, then the incremental License Fee attributable to such User
pursuant to Section 5 shall be increased by 30%.
7. PERMITS. Licensor or its Affiliates shall be responsible at its sole
expense for acquiring any governmental permits, licenses or approvals
required to export the Licensed Modules to the Designated Site. Citibank
Affiliate shall be responsible at its sole expense for acquiring any
governmental permits, licenses or approvals required to import the Licensed
Modules to the Designated Site and use the Licensed Modules in the
Designated Countries. Each party shall provide reasonable assistance to the
other to acquire any necessary governmental permits pursuant to this
Section 7.
8. MAINTENANCE FEES. Maintenance Fees payable shall be equal to **** of
License Fees payable pursuant to Section 5 and 6. Maintenance Fees shall
be payable following the commencement of Phase 2, and shall include the
resources listed in Schedule A hereto.
9. CONSULTING SERVICES FEES. Consulting Services are ****.
Licensor will provide implementation and development efforts
associated with Phases 0 and 1, for the Singapore implementation as set out
in Schedule B, at no charge to Citibank N.A. Following the completion of
Phase 1, Licensor will provide Citibank Affiliate with a statement of
services setting out a proposed work plan for Phase 2 and/or such other
projects as the parties may agree. Consulting Services shall not be provided
by Licensor without the prior agreement of Citibank Affiliate. The parties
will use commercially reasonable efforts in any Statement of Services to
agree on major events milestones in relation to the implementation of the
Services. The parties will at all times strictly adhere to the schedule of
timings of the major events milestones, and no variation, modification or
amendment thereof shall be made without the prior written agreement of both
parties. The parties shall use commercially reasonable efforts to agree in
Statements of Services on penalties and liquidated damages that may be due
from either party to the other in the event that any major events milestones
are not substantially achieved in the time agreed.
[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
10. PAYMENT OF FEES
a) LICENSE FEES. Citibank Affiliate will pay the License Fees for each
month quarterly as follows: (i) Citibank Affiliate will notify Licensor
of the number of Users within 15 days of the end of each quarter;
(ii) Licensor will invoice Citibank Affiliate based on the information
provided by Citibank Affiliate, and (iii) Citibank Affiliate will pay
Licensor's invoice pursuant to the payment terms of the Master Agreement.
b) MAINTENANCE FEES. Citibank Affiliate will pay the Maintenance Fees in
accordance with the same schedule for payment of the License Fees.
c) CONSULTING SERVICES FEES. Fees for Consulting Services will be paid
monthly with 45 days from receipt of the relevant invoices issued by
Licensor.
11. ADDRESS FOR SERVICE. The address for service of each of the parties is as
follows:
724 Solutions (UK) Limited Citibank, N.A.
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Facsimile: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Facsimile: ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Legal Counsel Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
TO WITNESS their agreement, the Parties have duly executed this Agreement on
the date first written above.
724 SOLUTIONS (UK) LIMITED CITIBANK, N.A.
By: /s/ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ------------------------------
Name: ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: EVP Field Operations Title: Region Head - Operations
& AF Technology
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Region
SCHEDULE A
RESOURCES PROVIDED BY THE PARTIES
Licensor and Citibank Affiliate will commit (or cause to be committed) the
following resources for the purpose of assisting the implementation of the
Licensed Technology by Citibank Affiliate:
Citibank Affiliate will assign **** to **** and the subsequent roll-outs to
other countries as per the schedule in Appendix I. Citibank Affiliate resources
for the following tasks will include the following:
****
****
****
****
****
****
****
Both parties will appoint a project team and publish a detailed project plan
with clear responsibilities, milestones, risks and mitigating factors.
Citibank Affiliate will assign a business contact point for ****.
Citibank Affiliate will integrate the business projections for ****, as per
Appendix I, with the overall business plans for that country to ensure an
ongoing focus on the achievement of these projections.
Citibank Affiliate and Licensor will form a joint Steering Committee with the
following as its members:
****
****
****
****
****
****
The Steering Committee will convene on a **** basis, at least until the
implementation of Phase I for Singapore, via teleconference to discuss and
review the progress of the project and recommend resolutions to potential
roadblocks (if any) to facilitate the achievement of the planned targets. The
frequency of this review may be modified by mutual consent following the
implementation of Phase I.
Following the implementation of Phase I, the Steering Committee would do a
periodic review of the MIS on penetration achieved as of review date against
projections and if significant
[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
divergence is observed, recommend appropriate marketing and usage promotion
actions to accelerate the take-up. When required, relevant Marketing and
Business Management Directors of the respective businesses would be roped in to
the Steering Committee reviews to get feedback on business action plans to
promote the take up rate for these services in that particular market.
For greater certainty, Licensor agrees to provide the resources listed in
Schedule C of the Master Agreement.
SCHEDULE B
DEPLOYMENT PHASES
Phase 0 -- ****
Phase 1 -- ****
Phase 2 -- ****
The parties shall work together to agree upon the detailed elements of each
Phase's implementation plan and required resources.
[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
SCHEDULE C
DESIGNATED COUNTRY RATES
COUNTRY BANKING OR BROKERAGE BANKING & BROKERAGE
------- -------------------- -------------------
Singapore **** ****
Hong Kong **** ****
Philippines **** ****
Australia **** ****
Taiwan **** ****
Korea **** ****
[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.