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[LOGO OF LITRONIC APPEARS HERE]
NON-EXCLUSIVE
RESELLER AGREEMENT
THIS LITRONIC NON-EXCLUSIVE RESELLER AGREEMENT ("Agreement"), is entered
into as of the EFFECTIVE DATE set forth below by and between LITRONIC, Inc., a
California U.S.A. corporation ("LITRONIC"), having its principal place of
business at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. and the
RESELLER identified below.
This Agreement consists of the following Term Sheet, the Standard Terms and
Conditions and the Exhibits attached hereto.
TERM SHEET
1. EFFECTIVE DATE: AS SIGNED AND DATED BELOW
2. RESELLER: SOUTH AFRICAN CERTIFICATION AGENCY (SACA) PTY LTD
Street Address: ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇.
Telephone:▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Facsimile: ▇▇ ▇▇ ▇▇▇ ▇▇▇▇
3. CONTACT PERSON: ▇▇▇ ▇▇▇▇▇
Title: Managing Director
Contact Person's Telephone: ▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Contact Person's E-mail address: ▇▇▇@▇▇▇▇.▇▇▇
4. START DATE OF AGREEMENT: 1ST APRIL 1999
5. END DATE OF AGREEMENT: 31/ST/ DECEMBER 1999
6. TERRITORY: SOUTH AFRICA, LESOTHO, MALAWI, MOZAMBIQUE, NAMIBIA, SWAZILAND,
ZAMBIA, KENYA, MAURITIUS AND ZIMBABWE.
7. INITIAL ORDER VALUE: $2,200 - (25 NETSIGN 210 READERS AND SOFTWARE)
8. MINIMUM ANNUAL COMMITMENT: NONE FOR THE INITIAL TERM OF THIS AGREEMENT.
9. PRODUCT SCHEDULE AND DISCOUNT:
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INCLUDED PRODUCT MINIMUM DISCOUNT
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IN ORDER Minimum 1,000 5,000
SCHEDULE QUANTITY quantity to and
to 999 4,999 above
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ME2000 SMARTCARD 25 ) ) )
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MULTIFLEX SMARTCARD 25 ) ) )
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CRYPTOFLEX SMARTCARD - 4K 25 ) ) )
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CRYPTOFLEX SMARTCARD - 8K 25 ) ) )
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1000 MONIKER PC CARD 12 ) ) )
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210 READER 25 ) ) )
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300 SECURITY ADAPTER W/READER 25 ) ) )
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410 READER 25 ) ) )
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2000 READER 25 ) ) )
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2102 READER 12 ) 25% ) 35% ) 40%
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2108 CIPHERSERVER 10 ) ) )
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2202 READER 12 ) ) )
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NETSIGN W/210 READER 25 ) ) )
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NETSIGN W/410 READER 25 ) ) )
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NETSIGN PRO W/210 READER 25 ) ) )
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NETSIGN PRO W/410 READER 25 ) ) )
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NETSIGN PRO W/210 READER - EXPORT 25 ) ) )
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NETSIGN PRO W/410 READER - EXPORT 25 ) ) )
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CRYPTOS SDK 5 ) ) )
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CRYPTOS SDK PRO 2 ) ) )
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PROFILE MANAGER 1 40%
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LITRONIC, INC. RESELLER
By: /s/ ▇. ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇
------------------------------- --------------------------------
Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇
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Title: V.P. Sales & Marketing Title: Managing Director
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Date: April 30, 1999 Date: 12/4/1999
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STANDARD TERMS AND CONDITIONS
1. DEFINITIONS
Capitalized terms used and not otherwise defined in this Agreement or the
Schedules hereto shall have the meanings shown below:
1.1 "Intellectual Property" means all of the following owned by a party: (i)
trademarks and service marks (registered and unregistered) and trade names, and
goodwill associated therewith; (ii) patents, patentable inventions, computer
programs, and software; (iii) databases; (iv) trade secrets and the right to
limit the use or disclosure thereof; (v) copyrights in all works, including
software programs; and (vi) domain names. The rights owned by a party in its
Intellectual Property shall be defined, collectively, as "Intellectual Property
Rights."
1.2 "Product(s)" shall mean those LITRONIC products that have been explicitly
included in this agreement and specified on the term sheet. LITRONIC shall have
the right to withdraw any Product(s) from this Agreement upon ninety (90) days
advance written notice.
1.3 "Discount" shall mean the discount applicable to Unit Price for a product
as specified in the then current Reseller/Distributor Price List. The now
current Reseller/Distributor Price List is attached to this Agreement as
Exhibit A. All Reseller/Distributor Price Lists are incorporated in this
Agreement by this reference.
1.4 "Reseller" means retail dealers only, that is companies which sell only to
end-users. The term "Reseller" does not include companies which sell to
distributors or purchase products for their own use.
1.5 "Territory" shall mean the distribution territory set forth on the Term
Sheet attached hereto.
1.6 "Trademarks" shall mean LITRONIC's registered and unregistered trademarks,
trade names and other commercial symbols, including but not limited to those set
forth in Exhibit B.
2. APPOINTMENT AS RESELLER
2.1 Appointment. Subject to the terms and conditions of this Agreement,
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LITRONIC hereby appoints RESELLER as a non-exclusive reseller for the Territory
under the LITRONIC Distributor Program (the "Program"). In connection with such
appointment, to the extent permitted by the laws of the Territory, LITRONIC
grants RESELLER a non-exclusive and non-transferable right to promote, market
and solicit orders in the Territory from Resellers for the Products and services
described in the Term Sheet.
2.2 Authorization. RESELLER may represent itself as a participant in the
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Program and as a reseller for the Products. RESELLER shall not represent that
it is otherwise affiliated with LITRONIC. RESELLER is authorized to represent
to Resellers only such facts about LITRONIC and the Products as LITRONIC posts
on its Web site or as are contained in other published advertising and
promotional materials.
2.3 Independent Contractors. The relationship of LITRONIC and RESELLER is that
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of independent contractors. Neither RESELLER nor RESELLER's employees,
consultants, contractors or agents are agents, employees, partners or joint
venturers of LITRONIC, nor do they have any authority to bind LITRONIC by
contract or otherwise to any obligation. They will not represent to the
contrary, either expressly, implicitly, by appearance or otherwise.
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3. MARKETING LITRONIC PRODUCTS
3.1 Program Orientation. Within the first one hundred and eighty (180) days
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after the Effective Date, RESELLER will cause certain employees to obtain the
training outlined in Exhibit C. To the extent such training requires that
RESELLER's personnel travel, RESELLER shall bear the travel and lodging expenses
of such personnel.
3.2 Sales Collateral. LITRONIC shall provide RESELLER with a reasonable number
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of copies of the sales collateral related to each Product as are specified in
Term Sheet. RESELLER will be responsible for creation of all collateral
materials relating to the TERRITORY. RESELLER shall bear the costs for all such
materials required to satisfactorily market and sell the Products, including any
translation costs.
3.3 RESELLER Efforts. During the term of this Agreement, RESELLER shall use
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its best efforts to market and promote the Products to Resellers in the
Territory. Without limiting the generality of the foregoing, RESELLER shall
undertake the specific marketing activities for each Product, which are set
forth in the Term Sheet.
3.4 Competitive Products. In carrying out its obligations as a reseller in
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terms of this agreement the reseller undertakes to represent LITRONIC as the
preferred supplier of smart card solutions to its end users.
3.5 Product Resale. RESELLER shall resell the Products only to end users.
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3.6 Market Area. LITRONIC shall be the sole and final arbiter of any question
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whether a specific Reseller is within the Territory.
3.7 Initial Order. On the effective date of this Agreement, RESELLER shall
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place an irrevocable order with LITRONIC for products with a net order value
after discount of at least the amount specified in the term sheet.
3.8 Minimum Annual Commitment. During each year of this Agreement, RESELLER
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shall accrue and timely pay to LITRONIC the net prices for the Products
licensed, sold or otherwise distributed under this Agreement RESELLER agrees to
a volume commitment for each year of this Agreement in the amount set forth in
paragraph 8 of the Term Sheet. Progress towards the annual commitment will be
monitored quarterly and failure to achieve this a phased commitment will be
taken into account by LITRONIC when deciding about the renewal or termination of
this agreement.
3.9 RESELLER Personnel. RESELLER will train and maintain a sufficient number
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of capable technical and sales personnel, minimum of one full-time employee,
having the knowledge and training necessary to: (i) inform potential Resellers
and End Users properly concerning the features and capabilities of the Products
and, if necessary, competitive products; (ii) service and support the Products
in accordance with RESELLER's obligations under this Agreement; and (iii)
otherwise carry out the obligations and responsibilities of RESELLER under this
agreement.
3.10 Technical Expertise. RESELLER warrants that its staff will be conversant
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with the technology contained in the Products and similar technologies in
general, and will develop sufficient knowledge of the industry and products
competitive with the Products (including specifications, features and benefits)
so as to be able to explain in detail to its potential Resellers and End Users
the differences between the Products and competitive products.
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3.11 RESELLER Covenants. RESELLER will: (i) conduct business in a manner that
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reflects favorable at all times on the Products and the good name, good will and
reputation of LITRONIC; (ii) avoid deceptive, misleading or unethical practices
that are or might be detrimental to LITRONIC, the Products and services or the
public; (iii) make no false or misleading representations with regard to
LITRONIC, or the Products; (iv) not publish or employ, or cooperate in the
publication or employment of, any misleading or deceptive advertising material
with regard to LITRONIC or the Products; and (v) make no representation,
warranties or guarantees to potential Resellers or End Users or to the trade
with respect to the specifications, features or capabilities of the Products
that are inconsistent with the literature distributed by LITRONIC.
3.12 Costs and Expenses. Except as expressly provided herein or agreed to in
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writing by LITRONIC and RESELLER, RESELLER will pay all costs and expenses
incurred in the performance of RESELLER's obligations under this Agreement.
3.13 Marketing Activities. RESELLER shall develop and execute a marketing plan
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sufficient to fulfill its obligations under this Agreement. To the extent
LITRONIC offers RESELLER the opportunity to do so, RESELLER agrees to
participate with LITRONIC in joint marketing activities with respect to certain
Products.
3.14 Compliance with Laws. RESELLER will comply with all applicable
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international, national, state, regional and local laws and regulations in
performing its duties hereunder and in any of its dealings with respect to the
Products.
3.15 Governmental Approval. If any approval with respect to this Agreement, or
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the notification or registration hereof, will be required at any time during the
term of this Agreement, with respect to giving legal effect to this Agreement in
any jurisdiction in which RESELLER is operating, or with respect to compliance
with exchange regulations or other requirements so as to assure the right of
remittance from abroad of U.S. Dollars, RESELLER will immediately take whatever
steps may be necessary in this respect, and any charges incurred in connection
therewith will be for the account of RESELLER. RESELLER will keep LITRONIC
currently informed of its efforts in this connection. LITRONIC will be under no
obligation to ship any Products or other materials to RESELLER hereunder until
RESELLER has provided LITRONIC with satisfactory evidence that such approval,
notification or registration is not required or that it has been obtained.
4. TECHNICAL SUPPORT
4.1 End-User Support. RESELLER shall provide all technical support relating to
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its own products and services, and to the Products as described in the TERM
SHEET, directly to its End-Users. RESELLER shall provide LITRONIC with a
telephone number for LITRONIC to contact RESELLER directly for RESELLER's
support under this Section 4. If LITRONIC receives such an inquiry, LITRONIC
shall provide the inquiring party with the telephone number of RESELLER, and
RESELLER shall be responsible for providing support to such party.
4.2 RESELLER Support. LITRONIC shall provide RESELLER with the technical
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support services for each Product as set forth in the TERM SHEET.
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5. PURCHASE AND PAYMENT TERMS
5.1 Forecasts, Purchase and Sale. RESELLER shall submit quarterly forecasts of
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its requirements for Products to LITRONIC at least forty-five (45) days in
advance of each calendar quarter. After the initial term of this agreement
ending 12/31/99 RESELLER will be required to maintain a minimum stock level of
two times the monthly forecast of its requirements for Products. LITRONIC agrees
to sell to RESELLER those Products order by RESELLER at the prices and under the
conditions specified in this Agreement and the applicable Distributor Price List
during the term of this Agreement. Product orders will be placed by RESELLER's
issuance of a purchase order. The terms and conditions of this Agreement shall
supersede the terms and conditions of any purchase order issued by RESELLER. Any
additional or conflicting purchase order terms and conditions shall be deemed
null and void and shall be of no force or effect.
5.2 Payments for LITRONIC Products. RESELLER shall be responsible for
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invoicing End-Users and collecting invoiced amounts from End-Users for all
Products licensed, sold or otherwise distributed on the basis of orders
solicited by RESELLER. For the Products licensed, sold or otherwise distributed
based upon orders solicited by RESELLER, RESELLER will pay LITRONIC the amounts
set forth in the applicable Distributor/Reseller Price List, (the invoiced
amount will be grossed-up to cover any withholding taxes to the applicable
jurisdiction or country) in the manner and at the time set forth therein. Such
amounts may be set forth as a percentage discount from LITRONIC's prices for the
applicable Products. RESELLER's payments shall not be affected by Resellers
payments or non- payment for the Products ordered.
5.3 Price Changes. LITRONIC's prices for the Products as of the date of this
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Agreement are set forth in the applicable Reseller/Distributor Price List.
LITRONIC reserves the right to change the prices for any LITRONIC Product or any
other product or service at any time. Price decreases shall take effect
immediately upon announcement. In the event of a price increase, LITRONIC shall
provide RESELLER with sixty (60) days' advance notice. Such changes shall not
require RESELLER's approval. RESELLER shall determine its own market prices for
the Products and for other products and services it sells, licenses or otherwise
distributes or makes available.
5.4 Terms of Payment. Amounts due LITRONIC hereunder shall be paid by RESELLER
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to LITRONIC at the address set forth in paragraph 1 of this Agreement. Invoices
shall be due and payable on or before the sixtieth (60th) day after the date
issued. A late payment penalty on any amounts not paid when due shall be
assessed at the rate of one and one-half percent (1 1/2%) per thirty (30) days
or the maximum rate permitted by law, whichever is less. Such late payment
penalty shall accrue beginning on the sixty-first (61st) day after the day the
invoice was issued. All payments to LITRONIC shall be made directly to the bank
nominated by LITRONIC in United States Dollars, free of any currency control or
other restrictions to LITRONIC and with all transfer charges paid by the
RESELLER.
5.5 Taxes. RESELLER shall pay, indemnify and hold LITRONIC harmless from (i)
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any sales, use, excise, import or export, value-added, or similar tax or duty,
and any other tax or duty not based on LITRONIC's income, and (ii) all
government permit fees, customs fees and similar fees which LITRONIC may incur
with respect to this Agreement. Such taxes, fees and duties paid by RESELLER
shall not be considered a part of, a deduction from, or an offset against,
payments due to LITRONIC hereunder.
5.6 Audit Rights. LITRONIC shall have the right, at its sole cost and expense,
to have an independent certified public accountant conduct during normal
business hours and not more frequently than annually, an audit of the
appropriate records of RESELLER to verify the volume of Products licensed or
otherwise distributed by RESELLER and RESELLER's calculation of amounts payable
to LITRONIC therefor in the case where the applicable Distributor Price List
specifies that RESELLER is required to report amounts payable with respect to
the Products. If the amounts accrued are different than those reported, RESELLER
will be invoiced or credited for the difference, as applicable. Any additional
amounts, along with the late payment penalty assessed in accordance with Section
5.4, shall be payable within thirty (30) days of such invoice. If the deficiency
in the amounts paid by RESELLER is greater than five percent (5%) of the
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amounts reported by RESELLER for any reporting period, RESELLER will pay the
reasonable expenses associated with such audit, in addition to the deficiency.
6. CONFIDENTIALITY
6.1 Confidential Information. The parties acknowledge that in their
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performance of their duties hereunder either party may communicate to the other
(or its designees) certain confidential and proprietary information, including
without limitation information concerning RESELLER's products and services,
LITRONIC's products and services, and the know-how, technology, techniques, or
business or marketing plans related thereto (collectively, the "Confidential
Information") all of which are confidential and proprietary to, and trade
secrets of, the disclosing party. Confidential Information does not include
information that: (i) is public knowledge at the time of disclosure by the
disclosing party; (ii) becomes public knowledge or known to the receiving party
after disclosure by the disclosing party other than by breach of the receiving
party's obligations under this Section 6 or by breach of a third party's
confidentiality obligations; (iii) was known by the receiving party prior to
disclosure by the disclosing party other than by breach of a third party's
confidentiality obligations; or (iv) is independently developed by the receiving
party.
6.2 Protection of Confidential Information. As a condition to the receipt of
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the Confidential Information from the disclosing party, the receiving party
shall: (i) not disclose in any manner, directly or indirectly, to any third
party any portion of the disclosing party's Confidential Information; (ii) not
use the disclosing party's Confidential Information in any fashion except to
perform its duties hereunder or with the disclosing party's express prior
written consent; (iii) disclose the disclosing party's Confidential Information,
in whole or in part, only to employees and agents who need to have access
thereto for the receiving party's internal business purposes; (iv) take all
necessary steps to ensure that its employees and agents are informed of and
comply with the confidentiality restrictions contained in this Agreement; and
(v) take all necessary precautions to protect the confidentiality of the
Confidential Information received hereunder and exercise at least the same
degree of care in safeguarding the Confidential Information as it would with its
own confidential information, and in no event shall apply less than a reasonable
standard of care to prevent disclosure. The receiving party shall promptly
notify the disclosing party of any unauthorized disclosure or use of the
Confidential Information arising under this Agreement. The receiving party shall
cooperate and assist the disclosing party in preventing or remedying any such
unauthorized use or disclosure.
6.3 Injunctive Relief. Both parties acknowledge that the restrictions
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contained in this Section 6 are reasonable and necessary to protect their
legitimate interests and that any violation of these restrictions will cause
irreparable damage to the other party. Each party agrees that damages are not
an adequate remedy for any such violation and that the other party will be
entitled to injunctive relief against each violation.
7. TRADEMARK RIGHTS
7.1 License. LITRONIC grants RESELLER the nonexclusive right and license to
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use LITRONIC's trademarks during the term of this Agreement solely in
conjunction with the marketing, promotion and resale of the Products. LITRONIC
grants no rights in the Trademarks or in any other trademark, trade name,
service ▇▇▇▇, business name or goodwill of LITRONIC except as licensed hereunder
or by separate written agreement of the parties. RESELLER agrees that it will
not at any time during or after this Agreement assert or claim any interest in
or do anything that may adversely affect the validity of any Trademark or any
other trademark, trade name or product designation belonging to or licensed to
LITRONIC (including, without limitation registering or attempting to register
any Trademark or any such other trademark, trade name or product designation).
7.2 No Confusing Use. During the term of this Agreement, RESELLER agrees not
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to use any trademark, trade name or product name confusingly similar to a
trademark, trade name or product name of LITRONIC, as expressly licensed in
Section 7.1.
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7.3 Marking Requirements. RESELLER agrees to (i) use the appropriate
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trademark, logo, product descriptor and trademark symbol (either "TM" or "(R)"
or local equivalents), (ii) clearly indicate LITRONIC's ownership of the
Trademarks whenever the Trademarks are first mentioned in any document, and
(iii) comply with the other usage requirements set forth in LITRONIC's Trademark
and Logo Usage Guide provided to RESELLER from time to time.
7.4 No Continuing Rights. Upon expiration or termination of this Agreement,
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RESELLER will immediately cease all display, advertising and use of all of the
Trademarks and will not thereafter use, advertise or display any trademark,
trade name or product designation which is, or any part of which is, similar to
or confusing with any Trademark or with any trademark, trade name or product
designation associated with LITRONIC or any Product.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Ownership. Other than the express licenses granted by this Agreement,
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LITRONIC grants no right or license to RESELLER by implication, estoppel or
otherwise to the Products or any Intellectual Property Rights of LITRONIC. Each
party shall retain all ownership rights, title, and interest in and to its own
products and services (including in the case of LITRONIC, in the Products) and
all intellectual property rights therein, subject only to the rights and
licenses specifically granted herein. To the extent that RESELLER translates, or
causes to be translated, any of LITRONIC's marketing materials, user manuals or
other documentation, RESELLER agrees to assign all copyrights in such
translations to LITRONIC at the time of termination or expiration of this
Agreement.
8.2 Obtaining Rights. LITRONIC (and not RESELLER) shall have the sole right,
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but not the obligation, to pursue copyright, patent and trademark protection, in
its sole discretion, for the Products and any Intellectual Property Rights
incorporated therein. RESELLER will cooperate with LITRONIC in pursuing such
protection, including without limitation executing and delivering to LITRONIC
such instruments as may be required to register or perfect LITRONIC's interests
in any Intellectual Property Rights and any assignments thereof.
8.3 Pursuit of Infringers. RESELLER shall notify LITRONIC of infringements of
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LITRONIC's Intellectual Property Rights of which RESELLER becomes aware.
RESELLER shall reasonably assist LITRONIC, at no cost to RESELLER, in pursuing
LITRONIC's legal rights against any such infringers. LITRONIC, at its sole
discretion, shall determine whether to pursue any particular case of
infringement.
8.4 Proprietary Markings and Copyright Notices. RESELLER shall not remove or
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destroy any proprietary, confidentiality, trademark, service ▇▇▇▇, or copyright
markings or notices placed upon or contained in any materials or documentation
received from LITRONIC in connection with this Agreement.
9. INDEMNITIES
9.1 RESELLER Indemnity. RESELLER's indemnity obligations under Section 9.3
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shall apply to any claim, suit or proceeding by a third party against LITRONIC
and any of its directors, officers, agents, employees, contractors, parent
companies, affiliates, and/or subsidiaries (collectively, the "LITRONIC
Parties") based on or arising out of (i) the acts or omissions of RESELLER in
connection with (A) its performance or failure to perform any other obligations
in this Agreement or any agreement with an Reseller or Subscriber, and (B) any
other product or service provided by RESELLER to Resellers or Subscribers; and
(ii) any unauthorized representation or any misrepresentation of fact to any
third party with respect to one or more of the LITRONIC Parties or the LITRONIC
Products made by RESELLER or any director, officer, agent, or employee of
RESELLER.
9.2 LITRONIC Indemnity. LITRONIC's indemnity obligations under Section 9.3
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shall apply to any claim, suit or proceeding by a third party against RESELLER
and any of its directors, officers, agents, employees, contractors, parent
companies, affiliates, and/or subsidiaries (collectively, the "RESELLER
Parties") based on or arising out of (i) the acts or omissions of LITRONIC in
connection with (A) its
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performance or failure to perform the obligations in this Agreement, and (B) any
Products provided to RESELLER under this agreement; (ii) any unauthorized
representation or any misrepresentation of fact to any third party with respect
to one or more of RESELLER Parties made by LITRONIC or any director, officer,
agent, or employee of LITRONIC, or (iii) any third party claims of copyright
infringement or trade secret misappropriation to the extent such claims arise
directly from the LITRONIC proprietary components of the Product.
9.3 Notices and Indemnities. Subject to the limitations set forth herein, each
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party (the "Indemnifying Party"), at its own expense, shall (a) defend, or at
its option settle, any claim, suit, or proceeding against the other party (the
"Indemnified Party") for which it has an indemnification obligation under this
Agreement and (b) pay any final judgment entered or settlement against the
Indemnified Party in any such suit or proceeding defended by the Indemnifying
Party. An Indemnifying Party shall not take any action to settle or defend any
such claim, suit, or proceeding that would in any manner impose obligations
(monetary or otherwise) on an Indemnified Party without the Indemnified Party's
written consent. An Indemnified Party shall have the right to participate in the
defense of any claim with its own counsel and shall be responsible for all costs
associated therewith. An Indemnifying Party shall have the right to control and
direct the investigation, preparation, defense, and settlement of the claim, and
the Indemnified Party shall reasonably cooperate with the Indemnifying Party in
the defense of such claim at the Indemnifying Party's expense. In addition, an
Indemnified Party shall give the Indemnifying Party prompt written notice of any
claim, suit, or proceeding for which the Indemnifying Party has an
indemnification obligation under this Agreement. In the event such notice is not
promptly given, the Indemnifying Party's obligation hereunder shall not include
any additional expenses or damages to the extent attributable to such failure or
delay of notice.
10. LIMITED WARRANTY
10.1 Limited Warranty. LITRONIC warrants to the original purchaser of a Product
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that the hardware is free from defects in materials and workmanship for a period
of fifteen (15) months from the date of shipment from Litronic to the RESELLER
OR one (1) year from the date of purchase from the RESELLER ("the Warranty
Period") to the RESELLER'S customer, whichever comes first. Should a Product
fail to comply with this Limited Warranty at any time during the Warranty
Period, the purchaser's sole and exclusive remedy is for LITRONIC, at its
option, to either repair or replace the product as described below, provided
that in LITRONIC's sole determination the part or Product has not been abused,
misused, repaired or modified. All products will be serviced and returned via
ground or sea at no charge to the purchaser. In the event LITRONIC is unable to
repair or replace the product within a reasonable period of time, the
purchaser's sole and exclusive remedy is to receive reimbursement of the amount
the purchaser actually paid for the product.
10.2 Returns. All returns under this Limited Warranty require a Return
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Merchandise Authorization number (RMA #) provided by LITRONIC Customer Service.
Products which require Limited Warranty service during the Warranty Period must
be delivered to LITRONIC at the address listed below. The RMA # should be
prominently displayed on the outside of the shipping container. Replacement
parts or complete products will be furnished on an exchange basis only.
Replaced parts or products become the property of LITRONIC.
Returns Department, Litronic, Inc.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel (▇▇▇) ▇▇▇-▇▇▇▇, E-mail: ▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
10.3 Shipping. RESELLER agrees to pay shipping charges to LITRONIC or directly
--------
to the carrier, insure the product or assume the risk of loss or damage which
may occur in transit, and to use a shipping container equivalent to the original
packaging. If any labor, repair or parts replacement is required because of
accident, negligence, misuse, theft, vandalism, fire, water or other peril, or
because of conditions outside of specifications, including, but not limited to,
electric power, temperature, humidity, or dust; or by moving, repair,
relocation, or alteration not performed by LITRONIC, or by any other cause other
than normal use, this Limited Warranty shall be void and shall not apply.
Page 10 of 16
10.4 Duty and Sales Tax. RESELLER agrees to pay any applicable duties sales
------------------
taxes or similar charges. LITRONIC products are supplied to the RESELLER FOB,
Irvine, California, USA.
10.5 Applicability. This Limited Warranty shall not be applicable to the
-------------
extent that any provision of this Limited Warranty is prohibited by or contrary
to, any international, federal, state or local law or regulation which cannot be
preempted. This Limited Warranty gives the purchaser specific legal rights, but
the purchaser may have different or additional legal rights, depending on the
jurisdiction in which the purchaser is located.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
11.1 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS
----------
AGREEMENT, LITRONIC'S PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY
WARRANTY WHATSOEVER. LITRONIC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR
STATUTORY, TO RESELLER AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY LITRONIC OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR
IN ANY WAY INCREASE THE SCOPE OF LITRONIC'S OBLIGATIONS.
11.2 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
-----------------------
OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE LITRONIC PRODUCTS, WHETHER FORESEEABLE OR UNFORESEEABLE, AND
WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT,
MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF
ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL,
PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR
AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR
LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. UNDER NO CIRCUMSTANCES SHALL LITRONIC'S TOTAL LIABILITY TO RESELLER OR
ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT
PAID BY RESELLER UNDER THIS AGREEMENT TO A MAXIMUM OF ONE MILLION DOLLARS
($1,000,000.00), REGARDLESS OF WHETHER AN ACTION OR CLAIM IS BASED ON WARRANTY,
CONTRACT, TORT OR OTHERWISE.
12. FORCE MAJEURE
In no event shall either party be responsible for delays in delivery or
performance when the same are the result of any cause beyond such party's
control.
13. TERM AND TERMINATION
13.1 Term and Termination. The term of this Agreement shall commence on the
--------------------
Start Date and, unless earlier terminated pursuant to the terms of this
Agreement, will continue until the termination date as set forth in the attached
"Term Sheet." Upon mutual agreement, this contract may be extended for a Renewal
Period as set forth in an updated "Term Sheet." If RESELLER has met its minimum
volume commitment as set forth in paragraph 3.7 of this Agreement the Agreement
can be renew for an additional one (1)-year period, unless either party notifies
the other in writing of its intention not to renew at least sixty (60) days
prior to the end of the term or the applicable renewal term. The parties agree
that the Limitation of Liability provision of Section 11.2 shall apply to any
termination of this Agreement by either party. RESELLER waives any right it may
have to receive any compensation or reparations on termination or
Page 11 of 16
expiration of this Agreement or any rights hereunder under the law of any
jurisdiction, other than as expressly provided in this Agreement.
13.2 Termination for Default. Either party may terminate this Agreement at any
-----------------------
time on written notice to the other in the event of a material default by the
other party and a failure to cure such default within a period of thirty (30)
days following receipt of written notice specifying that a default has occurred.
13.3 Insolvency. Either party may terminate this Agreement at any time upon
----------
(i) the institution of any proceedings by or against the other party seeking
relief, reorganization or arrangement under any laws relating to insolvency,
which proceedings are not dismissed within sixty (60) days; (ii) the assignment
for the benefit of creditors, or the appointment of a receiver, liquidator or
trustee, of the other party's property or assets; or (iii) the liquidation,
dissolution or winding up of the other party's business.
13.4 Effect of Termination. Upon the expiration or termination of this
---------------------
Agreement, RESELLER shall cease using, marketing, promoting and soliciting
orders for the Products. RESELLER will discontinue the use of all Trademarks.
Upon the expiration or termination of this Agreement, LITRONIC will provide
support to End Users and Subscribers referred by RESELLER. Any expiration or
termination shall not discharge any obligation to make payments which have
accrued or are owing as of the effective date of such expiration or termination
or which accrue after expiration or termination for LITRONIC Products shipped or
invoiced upon orders placed before such expiration or termination. Expiration or
termination of this Agreement for any reason shall not affect any other LITRONIC
Agreements with Resellers or end-users.
13.5 Return of Confidential Information. Upon expiration or termination of
----------------------------------
this Agreement for any reason, each party shall return the other party's
Confidential Information to it, or, with the prior written consent of the other
party, shall destroy the other party's Confidential Information. Each party
shall certify to the other in writing within thirty (30) days of expiration or
termination that such party has returned or destroyed all of such Confidential
Information.
13.6 Survival of Terms. Expiration or termination of this Agreement shall not
-----------------
relieve either party of any obligations that accrue prior to the date of such
expiration or termination. The provisions of Sections 3.11, 3.14, 5, 6, 7, 8, 9,
10, 11, 13.1, 13.4, 13.5, 13.6, 14.1, 14.6, 14.8, and 14.9 of these Standard
Terms and Conditions shall survive the expiration or termination of this
Agreement for any reason.
14. MISCELLANEOUS PROVISIONS
14.1 Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be
------------------------------------------
governed by and construed in accordance with the laws of the State of
California, U.S.A. (irrespective of its choice of law principles). The parties
agree that the United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this Agreement. The parties hereby agree that any
suit to enforce any provision of this Agreement or arising out of or based upon
this Agreement or the business relationship between the parties hereto shall be
brought in the United States District Court for the Central District of
California, U.S.A., or the Superior or Municipal Court in and for the County of
Orange, California, U.S.A. Each party hereby agrees that such courts shall have
exclusive personal jurisdiction and venue with respect to such party, and each
party hereby submits to the exclusive personal jurisdiction and venue of such
courts. The parties hereby waive any right to jury trial with respect to any
action brought in connection with this Agreement.
14.2 Binding upon Successors and Assigns. Except as otherwise provided herein,
-----------------------------------
this Agreement shall be binding upon, and inure to the benefit of, the
successors, representatives and assigns of the parties hereto. This Agreement
shall not be assignable by RESELLER by operation of law (including as a result
of a merger or a transfer of a controlling interest in RESELLER's voting
securities) or otherwise without the prior written authorization of LITRONIC,
which shall not be unreasonably withheld. Any such purported assignment shall be
void and of no effect and shall permit LITRONIC to terminate this Agreement.
Page 12 of 16
14.3 Severability. If any provision of this Agreement shall be invalid or
------------
unenforceable, the remainder of this Agreement shall be interpreted so as best
to reasonably effect the intent of the parties hereto. IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH
PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF
DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER
PROVISION AND TO BE ENFORCED AS SUCH.
14.4 Entire Agreement. This Agreement, and the Exhibits and Distributor Price
----------------
Lists attached hereto constitute the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements or understandings between the parties.
14.5 Amendment and Waivers. Except as otherwise expressly provided in this
---------------------
Agreement, any term or provision of this Agreement may be amended, and the
observance of any term of this Agreement may be waived, only by a writing signed
by the party to be bound.
14.6 Attorneys' Fees. Should suit be brought to enforce or interpret any part
---------------
of this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs.
14.7 Notices. Any notice, demand, or request with respect to this Agreement
-------
shall be in writing and shall be effective only if it is delivered by a courier
service that confirms delivery in writing, or mailed, certified or registered
mail, postage prepaid, return receipt requested, and in each case addressed to
the parties at the addresses set forth in paragraph 1, and in the case of
LITRONIC, to the attention of the President and Chief Executive Officer, and in
the case of RESELLER to the Contact Person as identified on the Term Sheet. Such
communications shall be effective when they are received. Any party may change
its address for such communications by giving notice thereof to the other party
in conformity with this Section.
14.8 Foreign Reshipment Liability. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO
----------------------------
ANY LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS ON THE EXPORT FROM THE
UNITED STATES OF AMERICA OF TECHNICAL INFORMATION, SOFTWARE OR INFORMATION ABOUT
SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE U.S. GOVERNMENT.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, RESELLER
AGREES THAT IT WILL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, ANY
TECHNICAL INFORMATION, SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE TO ANY
COUNTRY FOR WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT
LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR RE-EXPORT
WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL.
14.9 Publicity. Neither party will disclose to third parties, other than its
---------
agents and representatives on a need-to-know basis, the terms of this Agreement
or any exhibits hereto without the prior written consent of the other party,
except (i) either party may disclose such terms to the extent required by law;
(ii) either party may disclose the existence of this Agreement, (iii) either
party may disclose such terms to the extent necessary in connection with the due
diligence review of such party by potential business partners, investors or
acquirers, or investment bankers, to such persons and to their employees,
agents, attorneys and auditors; and (iv) either party shall have the right to
disclose that RESELLER is a participant in the Program and a RESELLER of the
Products.
14.10 No Waiver. Failure by either party to enforce any provision of this
---------
Agreement will not be deemed a waiver of future enforcement of that or any other
provision.
14.11 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which will be deemed an original, but which collectively
will constitute one and the same instrument.
Page 13 of 16
14.12 Due Authorization. RESELLER hereby represents and warrants to LITRONIC
-----------------
that the individual executing this Agreement on behalf of RESELLER is duly
authorized to execute this Agreement on behalf of RESELLER and to bind RESELLER
hereby.
14.13 Choice of Language. The original of this Agreement has been written in
------------------
English. RESELLER waives any right it may have under the law of any jurisdiction
to have this Agreement written in the language of such jurisdiction or any other
language.
## END OF TERMS AND CONDITIONS ##
Page 14 of 16
EXHIBIT A
RESELLER/DISTRIBUTOR PRICE LIST
THE FOLLOWING PRICE LIST IS ATTACHED:
RESELLER/DISTRIBUTOR PRICE LIST (JANUARY 1, 1999
Page 15 of 16
EXHIBIT B
LITRONIC TRADEMARKS
The (TM) and (R) symbols should be printed on all major headings and the first
time the product is mentioned on any web page text or document. Thereafter, the
product does not need to contain the symbols.
Pending USA, Canada, European Community, Switzerland, Japan, Singapore
. NetSign(TM)
. ProFile Manager(TM)
Pending USA
. Active Cryptos(TM)
. NetSigner(TM)
. NetSign PRO(TM)
. Because Your Business Is No One Else's(TM)
. California Crypto Cafe(TM)
. SecureDial(TM)
. SecureStart(TM)
. Forte(TM)
. JCryptOS(TM)
. Security BusWare(TM)
. Maestro(TM)
. SpyGuy (design)(TM)
. NetSignee(TM)
Registered USA
. Advanced CryptOS(R)
. CipherServer(R)
. SecureSmart(R)
. CryptOS(R)
. SpyGuy(R)
Page 16 of 16
EXHIBIT C
TRAINING REQUIREMENT
RESELLER/DISTRIBUTOR
[LOGO] LITRONIC
PRICE LIST (January 1, 1999
1. SMARTCARDS
--------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
LICENSE
--------------------------------------------------------------------------------
ME2000 SMARTCARD $ 15
* MUST SPECIFY
. DOS Logo 050-1100-DOS
. Litronic Logo 050-1100-LIT
. Army Corp of Engineers Logo 050-1100-AC
--------------------------------------------------------------------------------
8K MULTIFLEX SMARTCARD $ 23
* MUST SPECIFY
. NO LOGO 010-1107
. Litronic Logo 050-1107-LIT
. NetSign Logo 050-1107-NS2.0
* DEFAULT is Litronic Logo
--------------------------------------------------------------------------------
4K CRYPTOFLEX SMARTCARD $ 24
* MUST SPECIFY
. NO Logo 010-1103
. Litronic Logo 050-1103-LIT
. NetSign Logo 050-1103-NS2.0
* DEFAULT is Litronic Logo
--------------------------------------------------------------------------------
8K CRYPTOFLEX SMARTCARD $ 31
Available 3/99
* MUST SPECIFY
. NO Logo 010-1110
. Litronic Logo 050-1110-LIT
. NetSign Logo 050-1110-NS2.0
* DEFAULT is Litronic Logo
--------------------------------------------------------------------------------
1000 MONIKER FORTEZZA CRYPTO CARD 050-1042 YES $153
. PC-CARD Type II
. Windows, DOS, Mac or UNIX
compatible
. Fortezza certified
. FIPS 140-1 Level 2
compliance
--------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 1 of 10(04/12/99)
2. READERS
--------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
LICENSE
--------------------------------------------------------------------------------
210 READER (FOR MAC & UNIX) $ 79
. Includes
. Serial connector
. Power supply
* MUST SPECIFY
. For MAC or 050-1014-M
. UNIX or 050-1014-U
--------------------------------------------------------------------------------
210 READER (FOR WINDOWS) $ 59
. Includes
. Serial connector
. DIN through-keyboard power
* MUST SPECIFY
. PC mini DIN (PS/2) or 050-1014-N
. PC maxi DIN AT ▇▇▇-▇▇▇▇-▇
. PC export (mini & maxi DIN) 050-1014
* DEFAULT is PC, mini DIN
--------------------------------------------------------------------------------
215 READER (FOR WINDOWS) $ 85
. Plug and play for Windows
. Includes
. Serial connector
. DIN through-keyboard power
* MUST SPECIFY
. PC mini DIN (PS/2) or 050-0215-N
. PC maxi DIN AT ▇▇▇-▇▇▇▇-▇
. PC export (mini & maxi DIN) 050-0215
* DEFAULT is PC, mini DIN
--------------------------------------------------------------------------------
300 SECURITY ADAPTER WITH READER 050-1038 Yes $395
. Requires
. ISA PC Interface
. FIPS 140-1 Level 3 compliance
--------------------------------------------------------------------------------
410 READER ▇▇▇-▇▇▇▇-▇ $107
. PC-CARD Type II
. Requires
. DOS or Windows 9X/NT
--------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 2 of 10 (04/12/99)
2. READERS - CONTINUED
--------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
LICENSE
--------------------------------------------------------------------------------
ARGUS 2000 READER ▇▇▇-▇▇▇▇-▇ $ 99
. Requires
. ISA PC Interface
. Supports two (2) Type I/II or one
Type III PC Card(s)
. Mounted internally (3.5" or 5.25"
bay)
--------------------------------------------------------------------------------
ARGUS 2102 READER ▇▇▇-▇▇▇▇-▇ $ 330
. Requires
. SCSI PC Interface
. Supports two (2) Type I/II or one
Type III PC Card(s)
--------------------------------------------------------------------------------
ARGUS 2108 CIPHERSERVER 050-2108 $2,650
. Desktop or 19" RETMA rack mount
SCSI
. Supports eight (8) Type I/II PC Cards
--------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 3 of 10 (04/12/99)
3. NETSIGN FOR MAC & UNIX
------------------------------------------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
The 210 reader is available with other connectors LICENSE
------------------------------------------------------------------------------------------------------------------
NETSIGN FOR MAC (REL 1) 050-1014-3M No, but the US $59
. Includes browser does
. 1024 bitCryptoflex smart card
. Verisign Digital ID (class 1)
. Requires
. MAC OS 8
. Netscape Communicator (US Version)
* MUST ADD
. 210 Reader for MAC (050-1014-1M)
------------------------------------------------------------------------------------------------------------------
NETSIGN FOR UNIX (REL 1) 050-1014-3U No, but the US $59
. Includes browser does
. 1024 bitCryptoflex smart card
. Verisign Digital ID (class 1)
. Requires
. 210 Reader for UNIX (050-1014-1U)
. Solaris 2.4 or above on SPARC
. Netscape Communicator (US Version)
* MUST ADD
. 210 Reader for UNIX (050-1014-1U)
------------------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 4 of 10 (04/12/99)
3. NETSIGN FOR WINDOWS
------------------------------------------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
/1/The 210/215 reader is available with other connectors LICENSE
------------------------------------------------------------------------------------------------------------------
NETSIGN FOR WINDOWS (REL 2.0) 050-1310-D No, but the US $59
. Includes browsers do
. 1024 bit Cryptoflex smart card
. Verisign Digital ID (class 1)
. Requires
. Windows 95/NT
. Netscape Communicator (US Version) OR
. Microsoft Internet Explorer (US Version)
* MUST ADD
. 210 Reader (050-1014-N)/1/ OR
. 215 Reader (050-1215-N)/1/ OR
. 410 Reader (050-1011-1)
------------------------------------------------------------------------------------------------------------------
NETSIGN FOR WINDOWS (REL 2.0) - EXPORT $59
. Includes
. 512 bit Multiflex smart card (Netscape)
OR
. Cryptoflex smart card (Microsoft)
. Verisign Digital ID (class 1)
. Requires
. Windows 95/NT
. Netscape Communicator OR
. Microsoft Internet Explorer
* MUST SPECIFY
. For Netscape Communicator OR 050-1310-NE
. Microsoft IE 050-1310-IE
DEFAULT is Netscape Communicator
* MUST ADD
. 210 Reader (050-1014-N)/1/ OR
. 215 Reader (050-0215-N)/1/ OR
. 410 Reader (050-1011-1)
------------------------------------------------------------------------------------------------------------------
NETSIGN REL 1 TO 2.0 UPDATE 050-1310-DU No, but the US $20
. Additional smart card(s) NOT included. browsers do
------------------------------------------------------------------------------------------------------------------
NETSIGN REL 1 TO 2.0 UPDATE - EXPORT 050-1310-EU $44
. Includes
. Cryptoflex smart card for Microsoft IE
------------------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 5 of 10 (04/12/99)
5. NETSIGN PRO FOR WINDOWS
----------------------------------------------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
LICENSE
/1/The 210 reader is available with other connectors
----------------------------------------------------------------------------------------------------------------------
NETSIGN PRO FOR WINDOWS (REL 2.0) 050-1310-P Yes $79
Available 2/99
. Includes
. 1024-bit Cryptoflex smart card
. Point 'n Crypt
. SecureDial
. SecureStart (NT Only)
. Requires
. Windows 9X/NT
. Netscape Communicator (US Version)
OR
. Microsoft Internet Explorer (US Version)
* MUST ADD
. 210 Reader (050-1014-N) /1/ OR
. 215 Reader (050-0215-N) /1/ OR
. 410 Reader (050-1011-1)
----------------------------------------------------------------------------------------------------------------------
NETSIGN PRO FOR WINDOWS (REL 2.0)- $79
EXPORT
Available 2/99
. Includes
. 512 bit Multiflex smart card (Netscape) or
. Cryptoflex smart card (Microsoft)
. Point 'n Crypt
. SecureDial
. SecureStart (NT only)
. Requires
. Windows 9X/NT
. Netscape Communicator OR
. Microsoft Internet Explorer
* MUST SPECIFY
. For Netscape Communicator OR 050-1310-NEP
. Microsoft IE 050-1310-IEP
DEFAULT is Netscape Communicator
* MUST ADD
. 210 Reader (050-1014-N) /1/ OR
. 215 Reader (050-0215-N) /1/ OR
. 410 Reader (050-1011-1)
----------------------------------------------------------------------------------------------------------------------
NETSIGN PRO REL 1 TO 2.0 UPDATE 050-1310-DPU No, but the US $20
Available 2/99 browsers do
. Additional smart card(s) NOT included
----------------------------------------------------------------------------------------------------------------------
NETSIGN PRO REL 1 TO 2.0 UPDATE - EXPORT 050-1310-EPU $44
Available 2/99
. Includes
. Cryptoflex smart card for Microsoft IE
----------------------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 6 of 10 (04/12/99)
6. PROFILE MANAGER
------------------------------------------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
LICENSE
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 500 USERS ▇▇▇-▇▇▇▇-▇▇▇ Yes $ 10,000
. ProFile Manager software
. 2*210 Readers
. Argus 2000 PCMCIA reader
. Chrysalis Luna2 PCMCIA token
. 13*1024-bit Cryptoflex smartcard
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 1,000 USERS ▇▇▇-▇▇▇▇-▇▇▇▇ Yes $ 15,000
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 2,500 USERS ▇▇▇-▇▇▇▇-▇▇▇▇ Yes $ 26,500
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 5,000 USERS ▇▇▇-▇▇▇▇-▇▇▇▇ Yes $ 39,500
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 10,000 USERS ▇▇▇-▇▇▇▇-▇▇▇▇▇ Yes $ 59,500
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 25,000 USERS ▇▇▇-▇▇▇▇-▇▇▇▇▇ Yes $ 102,000
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 50,000 USERS ▇▇▇-▇▇▇▇-▇▇▇▇▇ Yes $ 153,000
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - 100,000 USERS ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ Yes $ 230,000
. As for 500 Users
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - UPGRADE 050-1304-1UG Yes Price
difference
plus 15%
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER - MAINTENANCE 050-1304-M Yes 17.5% per
. Includes annum
. New product releases
. Expert to expert technical support
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER EVALUATION 050-1304-E Yes $ 500
. Includes
. ProFile Manager evaluation software
. 50 precalulated keys instead of the ▇▇▇▇
token
. 2*210 Reader
. 13*1024-bit Cryptoflex smartcard
. 30 days expert to expert support
------------------------------------------------------------------------------------------------------------------
PROFILE MANAGER EVALUATION - UPGRADE 050-1304-EUG Yes List price
(ORDERED WITHIN 90 DAYS OF START OF EVALUATION) less $500
. Includes
. Latest release of Profile Manager
. Argus 2000 PCMCIA reader
. Chrysalis Luna2 PCMCIA
------------------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 7 of 10 (04/12/99)
7. PROFILE MANAGER EXTENSION DEVELOPERS KITS
-----------------------------------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
/1/ If a different 210 reader is required it must be specified LICENSE
-----------------------------------------------------------------------------------------------------------
PROFILE MANAGER EXTENSION 050-1014-5W $1250
DEVELOPERS KIT
. Supports
. C and C++ programming interfaces
. Windows 3.1, 95, NT and MAC platforms
. UNIX (Solaris)
. Includes
. 2* 210 Reader (050-1014-IN)
. 2* 4K Cryptoflex Smartcard (050-1103-LIT)
. 2* 8K Multiflex Smartcard (050-1107-LIT)
. 90 days expert to expert support
. Requires
. Profile Manager (Full Product)
-----------------------------------------------------------------------------------------------------------
PROFILE MANAGER EXTENSION 050-1014-5PW $3,995
DEVELOPERS KIT PLUS (WITH TEMPLATES)
. Supports
. C, C++, Java and Active X programming
interfaces
. Windows 3.1, 95, NT and MAC platforms
. UNIX (Solaris)
. Includes
. 2* 210 Reader (050-1014-1N)
. 2* 410 Reader (050-1011-1)
. 5* 4K Cryptoflex Smartcard (050-1103-LIT)
. 5* 8K Multiflex Smartcard (050-1107-LIT)
. Java template for secure client/server application
. Source code for communication protocols
. 90 days expert to expert support
. Requires
. Profile Manager (Full Product)
-----------------------------------------------------------------------------------------------------------
PROFILE MANAGER EXTENSION 050-1015-5WM $1000 per
DEVELOPERS KIT OR DEVELOPERS KIT annum
PLUS - MAINTENANCE
. Includes
. New product releases
. Expert to expert technical support
-----------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 8 of 10 (04/12/99)
8. PROFESSIONAL SERVICES
------------------------------------------------------------------------------------------------
PRODUCT PART NUMBER REQUIRES UNIT PRICE
EXPORT
/3/ Working day is a maximum of 8 hours LICENSE
Minimum of one day
------------------------------------------------------------------------------------------------
ENGINEER ON-SITE $2,000 PER
* TRAVEL, ACCOMMODATION AND EXPENSES ARE DAY/2/
ADDITIONAL CHARGES.
------------------------------------------------------------------------------------------------
ENGINEER AT LITRONIC $135 PER
HOUR
------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 9 of 10 (04/12/99)
RESELLER DISCOUNT - REFER TO TERM SHEET IN RESELLER AGREEMENT
Prices are FOB Irvine, CA; do not include shipping or insurance and are subject
to change without notice.
Page 10 of 10 (04/12/99)
THE SOUTH AFRICAN CERTIFICATION AGENCY
(PROPRIETARY) LIMITED
("the Company")
RESOLUTION OF THE DIRECTORS OF THE SOUTH AFRICAN
CERTIFICATION AGENCY (PROPRIETARY) LIMITED PASSED ON 19
MARCH 1999.
RESOLVED:
THAT the Company signs the Non-exclusive Resellers Agreement with Litronic
Inc., substantially upon the terms and conditions of the said Agreement as
disclosed to the board of directors; and
THAT ▇▇ ▇ ▇▇▇▇▇ acting in his capacity as a Director of the Company be and is
hereby authorised and empowered to sign all documents necessary to give effect
to this resolution.
/s/ [Signature Illegible]^^ /s/ [Signature Illegible]^^
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