VIENNA
SYSTEMS
BY COURIER
-----------
Crys-Tel Telecommunications, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇
President
Dear ▇▇. ▇▇▇:
RE: EXECUTED RESELLER AGREEMENT BETWEEN CRYS-TEL
TELECOMMUNICATIONS AND VIENNA SYSTEMS
Enclosed herewith please find a fully executed copy of the Reseller
Agreement between Vienna and Crys-Tel.
We trust this is to your satisfaction and look forward to a mutually
beneficial business relationship.
Yours very truly,
/S/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇'▇▇▇▇▇
Legal Counsel
400 - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 1(2K 2X3
Tel [613] ▇▇▇ ▇▇▇▇ Fax. [613] ▇▇▇ ▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
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RESELLER AGREEMENT
This agreement is made this 10th day of .June,1998 , by and between VIENNA
----
SYSTEMS CORPORATION., having its principal place of business at Suite ▇▇▇ - ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter called "VIENNA SYSTEMS")
and Crys-Tel Telecommunications Inc , having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. West Vancouver, British Columbia, V7T 2H5
(hereinafter called "RESELLER").
VIENNA SYSTEMS and RESELLER agree to the following terms and conditions that
shall govern the sale of VIENNA SYSTEMS products to RESELLER.
1.0 TERM OF AGREEMENT
The initial term of this Agreement shall commence on June10, 1998 and shall,
unless otherwise terminated in accordance with the terms hereof, continue in
effect for a period of one (1) year ("Initial Term"). This Agreement shall not
be automatically renewed at the end of the Initial Term.
2.0 APPOINTMENT OF RESELLER
2.1 Grant
VIENNA SYSTEMS grants to RESELLER, and RESELLER accepts, a non-exclusive,
non-transfe~ab1e right to distribute the VIENNA SYSTEMS products described in
Schedule "A" (the Products") in the Territory set out in Schedule "D".
2.2 Reseller Representations
RESELLER represents and warrants that: (i) RESELLER is a duly incorporated
business corporation under the laws of Canada, and that it is fully empowered to
enter into, and to carry out its obligations under, this Agreement; (ii)
RESELLER and its affiliates are not involved in any litigation which would
materially affect RESELLER's performance under this Agreement, excepting those
matters previously disclosed to VIENNA SYSTEMS in writing; and (iii) RESELLER
shall maintain a high degree of financial integrity, service excellence and
ethical conduct in its relations with purchasers of the Products.
3.0 PRODUCTS COVERED
3.1 Products
This Agreement shall cover only the Products listed in Schedule "A", as amended
from time to time. This Agreement does not convey or imply any rights or
obligations between the parties with respect to any other products sold,
licensed or distributed by VIENNA SYSTEMS from time to time.
3.2 Addition of New Products
New products may be added to Schedule "A" only upon the prior written agreement
of the parties.
3.3 Changes to Products Covered
VIENNA SYSTEMS shall have the right to change, modify or discontinue production
and/or sale of any Product at any time during the term of this Agreement. For a
period of three (3) years from the effective date of discontinuance of any
Product, VIENNA SYSTEMS shall provide parts and/or service for Products
purchased by RESELLER.
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4.0 PRICES AND DISCOUNTS
4.1 Price Lists
The prices shown in Schedule "A" (RESELLER Price List) are subject to change by
VIENNA SYSTEMS. VIENNA SYSTEMS shall provide RESELLER with no less than thirty
days prior written notice of any price changes arid the effective date of such
changes. Orders submitted (i) prior to the effective date of a price increase,
or (ii) prior to the effective date of a price decrease, but after receipt of
notice of the decrease, shall be invoiced to RESELLER at the lower price.
4.2 Volume Commitments
The RESELLER agrees to purchase a minimum at FIVE HUNDRED THOUSAND U.S. DOLLARS
($500,000.00 U.S. ) of Product based on the RESELLER's discounted price during
the lnitial term of this Agreement ("Volume Commitment"). The Reseller agrees to
purchase the Volume Commitment as follows:
Percentage of Volume Amount Shipped
At the end of Commitment (Cumulative Percent)
------------- --------------------- --------------------
1st Quarter 15% 15%
2nd Quarter 20% 35%
3rd Quarter 30% 65%
4th Quarter 35% 100%
4.3 Discount Levels
The discounts to be applied to the purchase of Products by RESELLER are set out
in Schedule "B", as amended from time to time. RESELLER acknowledges and agrees
that the discounts extended to RESELLER are based upon ▇▇▇▇▇▇▇▇'s ability to
provide service and support to its customers for the Products, as well as the
likelihood of the RESELLER achieving the Volume Commitment identified in article
4.2 of this Agreement. The discount level will be reviewed by VIENNA SYSTEMS on
an annual basis in accordance with RESELLER's overall performance. If, in VIENNA
SYSTEMS' reasonable estimation RESELLER has not made satisfactory progress
towards the Volume Commitment, VIENNA SYSTEMS may elect, at its option, to: a)
modify the discount, b) extend the time periods during which the RESELLER shall
achieve the Volume Commitment, or c) terminate this Agreement upon thirty days'
written notice to RESELLER.
4.4 Demonstration Equipment
RESELLER shall place an order for a minimum of one (1) and a maximum of two (2)
demonstration systems as described in Schedule "C" within thirty days of
execution of this Agreement. Orders for demonstration systems should clearly
indicate 'FOR DEMONSTRATION'. ▇▇▇▇▇▇▇▇ agrees that any demonstration systems
purchased at the special demonstration prices will not be sold within one year
of the date of purchase and cannot be returned pursuant to article 8.3 and
purchase orders for demonstration units may not be cancelled pursuant to article
9.0 of this Agreement.
4.5 Sales Taxes
The prices in Attachment "A" are exclusive of any sales, use, value added,
import, export or other applicable taxes, duties or levies of any kind, other
than taxes on the income of VIENNA SYSTEMS ('Taxes'). VIENNA SYSTEMS will
invoice RESELLER and ▇▇▇▇▇▇▇▇ agrees to pay any Taxes that VIENNA SYSTEMS is
required to collect in respect of any Products or Services purchased pursuant to
this Agreement, unless RESELLER has submitted to VIENNA SYSTEMS a properly
executed exemption certificate.
4.6 Transportation Charges
The prices in Schedule "A" are FCA VIENNA SYSTEMS' shipping point in Kanata,
Ontario (lncoterms: 1990). RESELLER shall be solely liable for insurance and
transportation costs for the Products between VIENNA SYSTEMS and RESELLER'S
destination point. In the absence of ▇▇▇▇▇▇▇▇'s specific instructions, to be
received no later than ten (10) working days prior to the requested ship date
for the Products, VIENNA SYSTEMS shall solely determine how to ship Product.
Transportation charges prepaid by VIENNA SYSTEMS will be billed as a separate
line item on invoices to RESELLER.
4.7 Reports
RESELLER shall provide VIENNA SYSTEMS with quarterly reports, which reports
shall include the following information: (i) the number of Products sold by
Reseller during the previous quarter by part number and (ii) the Products held
by RESELLER in inventory as of the end of the previous quarter by part number.
The first such report shall be due three months following the signing of this
Agreement and will address the first three months of the Initial Term. The
reports will be forwarded to VIENNA SYSTEMS, at the address set out in Clause
21, below, by the fifteenth business day following the end of the RESELLER
quarter to which they relate.
5.0 TRAINING
5.1 Initial Training Courses VIENNA SYSTEMS will provide initial training to
RESELLER'S sales and support staff at no charge, in order to ensure that
RESELLER's staff have the necessary information. and knowledge to sell and
support the Products. This one-time training will be provided at the RESELLER's
premises at a time to be agreed by the parties, and will be provided for a
maximum of live (5) sales staff and one(1) support staff. Training course
information will be provided to the RESELLER in the Sales Distribution Binder to
be provided by VIENNA SYSTEMS to RESELLER upon the execution of this Agreement
5.2 Additional Training Requirements
Any additional training may be purchased at VIENNA SYSTEMS' then-current per
diem rates, and shall be provided at VIENNA SYSTEMS' premises, or such other
location as the parties may agree.
5.3 RESELLER Employee Expenses
All travel and living expenses for RESELLER personnel during training will be
the sole responsibility of the RESELLER
5.4 Training Materials and Updates
VIENNA SYSTEMS will provide training materials and any updates as appropriate
from time to time, in order to ensure that RESELLER has all current Product
information. Charges for such materials will be at VIENNA SYSTEMS' then current
prices.
6.0 SUPPORT
6.1 Technical Support
VIENNA SYSTEMS And RESELLER shall enter into a separate agreement governing the
terms and conditions for technical support.
6.2 Sales Support
VIENNA SYSTEMS is actively involved in developing qualified leads and may pass
leads generated in the Territory to the RESELLER. The RESELLER agrees to use its
best efforts to follow-up with the potential customer and to advise VIENNA
SYSTEMS, on a monthly basis, of the status of such leads.
6.4 Marketing Support
VIENNA SYSTEMS agrees to provide up to 100 brochures to the RESELLER upon the
execution of this Agreement. These brochures will be designed such that a
RESELLER may affix a label indicating RESELLER's name and address, and that the
RESELLER is an authorized distributor of the Products.
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7.0 TITLE
7.1 Vienna Systems Warranty
VIENNA SYSTEMS warrants and represents that it has all necessary rights to
transfer the Products purchased or licensed by RESELLER under this Agreement,
and that, as of the date of payment for same by Reseller, there are no liens,
claims or encumbrances of any kind against such Products, other than those
previously disclosed in writing to RESELLER
7.2 Passage of Risk and Title
All risk and title to the Products shall pass from VIENNA SYSTEMS to RESELLER
upon delivery of the Products by VIENNA SYSTEMS to the designated carrier, in
accordance with FCA (Incoterms: 1990).
7.3 Software
Notwithstanding any other provision of this Agreement, RESELLER understands and
agrees that it is granted only a license to use and sublicense any software
which is, or which is included as part of, a Product (Software). Title to all
Software shall remain vested in VIENNA SYSTEMS or its third party suppliers.
▇▇▇▇▇▇▇▇ agrees and acknowledges that the Software contains valuable VIENNA
SYSTEMS information, and shall not, and shall prevent others from copying,
translating, modifying, creating derivative works, reverse engineering,
decompiling, encumbering, or otherwise using the Software except as expressly
permitted under this Agreement. RESELLER is granted a license to use the
Software in object code form only, and only in conjunction with the exercise of
its rights and obligations under this Agreement RESELLER is also granted a
non-exclusive, non-transferable right and license to sublicense the Software to
its customers, solely in conjunction with the sale of the Products. RESELLER
shall ensure that all sublicensees execute and agree to be bound by an end user
license agreement which is substantially similar to VIENNA SYSTEMS Standard End
User License Agreement.
8.0 ORDERING AND ORDER FULFILLMENT
8.1 Purchase Orders
RESELLER agrees to send to VIENNA SYSTEMS, within 30 days of executing this
Agreement, an initial purchase order for RESELLER's demonstration equipment as
outlined in article 4.4 of this agreement, specifying requested ship dates for
the Products covered by this Agreement. Ship dates must be at least eight weeks
after the order date.
8.2 Delivery Terms
RESELLER agrees that any purchase order to VIENNA SYSTEMS for the purchase of
any Product under this Agreement will require delivery no sooner than VIENNA
SYSTEMS quoted delivery schedule for that Product in effect at the time of
receipt of the order and, in any event, no less than eight weeks from date of
Purchase Order.
8.3 Product Returns
Product returns must be authorized by VIENNA SYSTEMS in writing, and will be
accepted only within six months of initial ship date. Returns will be subject to
the restocking charges set out below, although no restocking charges will be
payable if the RESELLER places an order for twice the amount of the returned
products within five (5) business days.
Elapsed time from Initial ship date Restocking Charge
------------------------------------------- -------------------------------
4 weeks 5% of the equipment list price
8 weeks 10% of the equipment list price
greater than 8 weeks and less than 24 weeks 15% of the equipment list price
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9.0 CANCELLATION CHARGES
Orders placed for shipment of Product and may be cancelled by the RESELLER up to
sixteen (16) days prior to the shipment date agreed upon by the Parties upon
payment of a cancellation charge as follows:
Cancellation Date Cancellation Charge-
------------------------------------ ----------------------------
60 days or more prior to shipment no charge
45-59 days or more prior to shipment 5% of list price of Product
31-44 days prior to shipment date 10% of list price of Product
16-30 days prior to shipment date 15% of list price of Product
10.0 TERMS OF PAYMENT
All Product shipped under this Agreement shall be invoiced upon shipment, and
payment shall be due within thirty (30) days of the invoice date, provided
however that VIENNA may, in its sole discretion, require payment of all or part
of the Purchase Price be remitted with the Purchase Order. The RESELLER agrees
to pay VIENNA SYSTEMS interest on any overdue amounts at a rate equal to the
lesser of 1.5% per month (19.6% per annum, effective rate) or the maximum amount
allowed by law.
11.0 TERMINATION
11.1 Vienna Systems Termination
Either party (the 'Terminating Party") may terminate this Agreement if (i) the
other party materially breaches any of its obligations under this Agreement, and
fails to remedy such breach within thirty (30) days of receipt of notice to do
so from the Terminating Party; (ii) the other party attempts to assign its
rights or delegate its obligations under this Agreement to a third party without
the express prior written consent of the Terminating Party; (iii) there is a
change, directly or indirectly, in the control or material ownership of the
other party, other than by reason of a "going-public" transaction or an internal
employee stock option or other incentive program; (iv) the other party makes a
general assignment for the benefit of its creditors, is not generally paying its
debts as they become due, files a petition in bankruptcy, is adjudicated
bankrupt or insolvent, files a petition seeking any reorganization, arrangement,
liquidation or similar relief under any present or future statute, law or
regulation, or files an answer admitting to or fails to contest the material
allegations of a petition flied against it in any such proceeding, or seeks,
consents to, or acquiesces in the appointment of any trustee, receiver,
custodian or liquidator for all or any material part of its assets.
11.2 Effect of Termination
In the event that this Agreement is terminated for any reason other than
unremedied breach by RESELLER, VIENNA SYSTEMS shall be obliged to fill only
those orders received from RESELLER and accepted prior to the effective date of
termination, provided that such orders correspond to Products which RESELLER is
under an obligation to sell or deliver to customers as of the date of the notice
of termination. Prior to making any such shipments, VIENNA SYSTEMS may require
RESELLER to furnish satisfactory proof of RESELLER's obligations to sell or
deliver to its customers as described above. In the event that this Agreement is
terminated by VIENNA SYSTEMS by reason of unremedied breach by RESELLER, VIENNA
SYSTEMS shall have no further supply obligations to RESELLER. Upon termination
of this Agreement for any reason, an outstanding invoices shall, at VIENNA
SYSTEMS' option, become immediately due and payable. Neither party shall, by
reason of the termination of this Agreement, be liable to the other for
compensation, reimbursement or damages on account of the loss of prospective
profits on anticipated sales, or on account of expenditures, investments, leases
or commitments entered into or made in connection with the business or goodwill
of the other.
12.0 SURVIVAL
Clauses 7, 11.2, 13, 14, 16, 18, 19 and 28 shall survive any termination or
expiry of this Agreement.
13.0 LIMITED WARRANTY
VIENNA SYSTEMS warrants that the hardware Products will be tree from defects in
materials and workmanship for a period of one (1) year from the date of
shipment. VIENNA SYSTEMS further warrants that any Software will function
substantially in accordance with specifications provided by VIENNA SYSTEMS for a
period of ninety (90) days from the date of shipment. In the
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event that a breach of the foregoing warranties is reported to VIENNA SYSTEMS in
writing during the relevant warranty period, VIENNA SYSTEMS will, at its own
expense and option, use all reasonable efforts to either repair the defect or
replace the defective Product. If, after reasonable efforts, VIENNA SYSTEMS is
unable to repair or replace the defective Product, VIENNA SYSTEMS may accept
return of the defective Product and refund to RESELLER the purchase price paid
by RESELLER in respect of such Product. This shall be VIENNA SYSTEMS' sole
liability and RESELLER'S sole and exclusive remedy in respect of any breach of
the warranties provided under this Clause 13. RESELLER shall be solely liable
for any warranties which it extends to its customers in excess of those provided
by VIENNA SYSTEMS hereunder. THESE WARRANTIES SHALL BE VOID IF RESELLER
DISTRIBUTES THE PRODUCTS OUTSIDE OF THE TERRITORY SET FORTH IN SCHEDULE 1Y
WITHOUT THE EXPRESS PRIOR CONSENT OF VIENNA SYSTEMS.
14.0 DISCLAIMER OF OTHER WARRANTIES
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTIES OF QUALITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
15.0 FORCE MAJEURE
Neither of the parties shall be held responsible for any delay or failure in
performance under this Agreement, other than the payment of any amounts due,
when such delay or failure results from causes beyond that party's reasonable
control including, but not limited to, tires, strikes, embargoes, requirements
imposed by government regulation, civil or military authorities, acts of God or
nature, or by the public enemy or other similar causes.
16.0 INTELLECTUAL PROPERTY
16.1 Ownership
RESELLER acknowledges and agrees that VIENNA SYSTEMS and its suppliers have
developed and use valuable technical and non-technical information, patents,
trade secrets and the like in the development, design and manufacture of the
Products. RESELLER warrants that neither it, nor any of its employees,
contractors or agents will convert to their own use, or to the use of any other
party, any industrial secrets, trade secrets, patented and non-patented
information, manufacturing or other process, copyrighted materials or the like
owned or licensed by VIENNA SYSTEMS, and obtained by RESELLER by reason of this
Agreement or otherwise.
16.2 Trademarks
RESELLER recognizes and acknowledges the great value of the goodwill associated
with the name and trademarks of VIENNA SYSTEMS, and the identification of the
Products therewith. RESELLER shall not obscure, affect or permit the removal or
alteration of any patent numbers, trade names or marks, warning labels, serial
numbers, or the like affixed to any Product or package.
If so requested by RESELLER, VIENNA SYSTEMS shall not unreasonably withhold its
consent to RESELLER's use of VIENNA SYSTEMS' trademarks in conjunction with the
distribution of the Products in accordance with this Agreement; provided,
however. that VIENNA SYSTEMS shall have the right to approve or require changes
to any RESELLER material s containing VIENNA SYSTEMS trademarks and the RESELLER
shall use VIENNA SYSTEMS' trademarks in accordance with guidelines issued by
VIENNA SYSTEMS from time to time.
17.0 PATENT AND COPYRIGHT INDEMNIFICATION
VIENNA SYSTEMS shall defend, indemnify and hold harmless RESELLER from and
against all costs and damages, resulting from any claim that the Products
supplied under this Agreement infringe any third party's copyright or patent
rights in Canada, provided that: a) RESELLER promptly notifies VIENNA SYSTEMS in
writing of any such claims, b) VIENNA SYSTEMS has sole control of the defense
and all related settlement negotiations, and c) RESELLER has not made any
admissions in respect of the claim. Notwithstanding the foregoing, VIENNA
SYSTEMS shall have no liability to the extent to which the infringement results
from: (i) VIENNA SYSTEMS' adherence to RESELLER's or its customers' instructions
or specifications; (ii) use of the Products in conjunction with any other
products not supplied or approved by VIENNA SYSTEMS; or (iii) unauthorized use,
modification or distribution of the Products. In the event that RESELLER's or
its customers' use of the Products is enjoined as a result of any such
infringement, VIENNA SYSTEMS shall, at is option, either a) obtain for RESELLER
and its customers the right to continue using the infringing Products; b)
replace same with non-infringing, but functionally equivalent products; or c)
accept return-of the Product and refund to the RESELLER the amount paid to
VIENNA SYSTEMS by the RESELLER for the Product: less a reasonable amount for
depreciation.
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THE FOREGOING CONSTITUTES THE ENTIRE LIABILITY OF VIENNA SYSTEMS AND THE ENTIRE
REMEDY OF RESELLER WITH RESPECT TO THE INFRINGEMENT BY THE PRODUCTS OF ANY
PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. UNDER NO
CIRCUMSTANCES SHALL VIENNA SYSTEMS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES.
18.0 LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL
TOTAL CUMULATIVE LIABILITY OF VIENNA SYSTEMS, ITS OFFICERS, DIRECTORS AND
EMPLOYEES UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY RESELLER TO
VIENNA SYSTEMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THIS
AGREEMENT, FOR ANY REASON WHATSOEVER, DIRECTLY OR INDIRECTLY CAUSED.
The foregoing provision limiting the liability of VIENNA SYSTEMS' officers,
directors and employees shall be deemed to be a trust provision, and shall be
enforceable by such officers, directors and employees as trust beneficiaries.
19.0 PROPRIETARY AND CONFIDENTIAL INFORMATION
RESELLER shall keep confidential all information, drawings, specifications and
data submitted by VIENNA SYSTEMS to RESELLER under or pursuant to this Agreement
that is not in the public domain or that is designated by VIENNA SYSTEMS to be
proprietary and/or confidential and shall, upon request, return all documents
furnished to it by VIENNA SYSTEMS. RESELLER shall not disclose or use such
information, drawings, specifications or data of any third party. Except as
required for the efficient performance of this Agreement, RESELLER shall not
make any copies of any documents provided by VIENNA SYSTEMS, and upon completion
of this Agreement, at VIENNA SYSTEMS option, all copies shall be destroyed or
returned to VIENNA SYSTEMS. RESELLER shall reproduce VIENNA SYSTEMS' copyright
and other proprietary rights notices on any full or partial copies made by it.
20.0 ASSIGNMENT
This Agreement shall not be assigned by either party without the prior written
consent of the other, which consent shall not be unreasonably withheld. No
assignment by either party shall release that party from its obligations to the
other party, or in any way diminish either party's rights under this Agreement.
21.0 NOTICES
Any notice required or permitted under this Agreement shall be in writing and
shall be sent certified or registered mail as follows:
TO VIENNA SYSTEMS: TO: Crys-Tel Telecommunications
Vienna Systems Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.
Suite 400 West Vancouver,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Attn.: Contracts Manager Attn.: ▇▇. ▇▇▇▇▇▇ ▇▇▇
President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
112
Each party agrees to notify the other upon change of address by giving notice at
least ten (10) days prior to any change.
22.0 TITLES FOR CONVENIENCE ONLY
The section numbers and titles used in this Agreement are for convenience only.
VIENNA SYSTEMS and RESELLER agree that any numbering and titles used shall not
alter or restrict the content and intention of the text of this Agreement.
23.0 TERRITORY
The RESELLER will restrict its sale of the Products to the territory outlined in
Schedule "D".
24.0 ENTIRE AGREEMENT
This Agreement, which includes Schedules "A", "B", "C" and "D" attached hereto,
expresses the entire understanding and agreement of VIENNA SYSTEMS and RESELLER,
and supersedes any and all previous agreements, except existing non disclosure
agreements between both parties, with reference to the subject matter contained
in this Agreement. No amendments to this Agreement shall be valid unless in
writing and signed by the authorized representatives of both parties.
It is further understood and agreed that any terms, including but not limited to
terms contained on RESELLER's or a customers purchase order or contract, which
deviate from the terms and conditions of this Agreement and which are expressly
accepted by VIENNA SYSTEMS in writing, shall be valid and effective only in
respect of that specific customer purchase order or contract, and shall not
otherwise be binding on VIENNA SYSTEMS in any way.
25.0 NON WAIVER
Either party's failure at any time to enforce any of the provisions of this
Agreement, or any right or remedy available under this Agreement, or at law or
equity, will in no preclude or prejudice the exercising thereafter of the same
or any other rights, remedies, or options.
26.0 SEVERABILITY
If any one or more of the provisions of this Agreement is be held to be invalid
or unenforceable in any respect, such provision or provisions shall be severed
to the extent of such invalidity or unenforceability, and the remainder of this
Agreement shall continue in full force and effect.
27.0 INDEPENDENT CONTRACTOR
Neither VIENNA SYSTEMS' nor RESELLER's officers, employees or agents shall be
deemed officers, employees or agents of the other, and neither VIENNA SYSTEMS
nor RESELLER shall represent that its relationship with respect to the other
party is other than as an independent contractor. Nothing in this Agreement
shall create in either party any right or authority to incur any obligations on
behalf of, or to bind in any respect, the other party.
28.0 GOVERNING LAW
The terms of this Agreement shall be governed by the domestic laws of the
Province of Ontario, Canada. The courts of the Province of Ontario shall have
exclusive jurisdiction over all matters arising hereunder, although this shall
not be construed so as to prevent either party from (i) seeking injunctive
relief in any court of competent jurisdiction in order to prevent serious and
irreparable harm, or (ii) seeking enforcement of any order of an Ontario court,
in any other court of competent jurisdiction. The application of the United
Nations Convention on Contracts for the International Sale of Goods (the Vienna
Convention) is hereby expressly excluded.
IN WITNESS WHEREOF, VIENNA SYSTEMS and RESELLER, intending to be bound, have
caused this Agreement to be executed in duplicate originals by their duly
authorized representatives.
FOR: VIENNA SYSTEMS CORPORATION FOR: CRYS-TAL TLECOMMINICATIONS INC.
BY: /S/ BY: /S/ ▇. ▇▇▇▇▇▇▇
---------------- -----------------
TITLE: CFO TITLE: President
------------- --------------
DATE: 26/6/98 DATE: June 11, 1998
-------------- ---------------
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SCHEDULE A - VIENNA PRICE AND PRODUCT LIST
Vienna Systems North American Price List - Release 2.0
List Prices
----------------------- ------ ----------------------------------- ----------------------------------------------------
Vienna Order Code Suffix Software Description
----------------------- ------ ----------------------------------- ----------------------------------------------------
Call Processing Server
VS 104 S Vienna Server S/W License CP Server Software, VC Tool - Solaris X.86
VS 104 N Vienna Server S/W License CP Server Software, VC Tool - Windows NT
----------------------- ------ ----------------------------------- ----------------------------------------------------
----------------------- ------ ----------------------------------- ----------------------------------------------------
VS2000 Gateway Series
Gateway Software
VS 106 S Vienna Server S/W License CP Server Software, VC Tool - Solaris X.86
VS 106 N Vienna Server S/W License CP Server Software, VC Tool - Windows NT
Chassis - note
all chassis include
keyboard but not
monitor
VS 4806 S Vienna 4806 Entry level - 24/30 port-desktop - Solaris X.86
VS 4806 N Vienna 4806 Entry level - 24/30 port-desktop - Windows NT
VS 4820 S Vienna 4820 Full Capacity - Solaris X.86
VS 4820 N Vienna 4820 Full Capacity - Windows NT
VS 5000 S Vienna 5000 Full Capacity - Rackmount, High avail. Solaris X.86
VS 5000 N Vienna 5000 Full Capacity - Rackmount, High avail. Windows NT
Network Interface Cards
VS 201 BRI Card and RJ-45 Cable Each supports 8 BRI - 16 B channels
VS 202 T1 Card Each supports 2 T1 spans
VS 203 PRI Card (Japan & North America) Each supports 2 PRI (23 ch ea)
VS 204 PRI Card (Europe) Each supports 2 PRI (30 ch ea)
DSP Cards
VS 205 DSP mother Board (Add VS 107) Requires Lucent licenses below (8)
VS 107 Lucent S/W License (per codec) Voice compression software
VS 206 DSP Daughter Card (add VS 107) Requires DSP Mother Board, Lucent licenses (8)
Fax Cards
VS 208 Fax Card (4 port) Provides G3 fax transport - NT only
VS 209 Fax Card (12 port) Provides G3 fax transport - NT only
----------------------- ------ ----------------------------------- ----------------------------------------------------
----------------------- ------ ----------------------------------- ----------------------------------------------------
Service Control Node
NT Version
VC 100 Trial/Entry Level SCN S/W License Trial SCN - Windows NT (250 users/routes)
VC 101 Enterprise SCN S/W License Enterprise SCN - Windows NT (250 users/routes)
VC 102 SP1 SCN S/W License SP1 SCN - Windows NT (10,000 users/routes)
VC 103 SP2 SCN S/W License SP2 SCN - Windows NT (100,000 users/routes)
VC 104 SP3 SCN S/W License SP3 SCN - Windows NT (250,000 users/routes)
Solaris Version
VC 200 Trial/Entry Level SCN S/W License Trial SCN - Solaris X.86 (250 users/routes)
VC 201 Enterprise SCN S/W License Enterprise SCN - Solaris X.86 (250 users/routes)
VC 202 SP1 SCN S/W License SP1 SCN - Solaris X.86 (10,000 users/routes)
VC 203 SP2 SCN S/W License SP2 SCN - Solaris X.86 (100,000 users/routes)
VC 204 SP3 SCN S/W License SP3 SCN - Solaris X.86 (250,000 users/routes)
----------------------- ------ ----------------------------------- ----------------------------------------------------
----------------------- ------ ----------------------------------- ----------------------------------------------------
Client Products
VS 109 my.way client software release 1.1 User Interface for Windows 95 PC or NT
VS 210 phone.way (serial phone edapter) Connects analog phone to PC, Includes my.way
VS 215 SerialSet (Includes my.way) Handset connects directly to PC includes my.way
----------------------- ------ ----------------------------------- ----------------------------------------------------
Vienna Order Code $US
----------------------- -------------
Call Processing Server
VS 104 $ 5,000.00
VS 104 $ 5,000.00
----------------------- -------------
VS2000 Gateway Series
Gateway Software
VS 106 $ 500.00
VS 106 $ 500.00
Chassis - note
all chassis include
keyboard but not
monitor
VS 4806 $ 6,000.00
VS 4806 $ 6,000.00
VS 4820 $ 9,000.00
VS 4820 $ 9,000.00
VS 5000 $ 14,000.00
VS 5000 $ 14,000.00
Network Interface Cards
VS 201 2,500.00
VS 202 4,000.00
VS 203 $ 4,000.00
VS 204 $ 4,000.00
DSP Cards
VS 205 $ 4,500.00
VS 107 $ 100.00
VS 206 $ 3,000.00
Fax Cards
VS 208 $ 4,000.00
VS 209 $ 9,600.00
----------------------- -------------
Service Control Node
NT Version
VC 100 $ 1,500.00
VC 101 $ 7,500.00
VC 102 `$17,500.00
VC 103 $ 50,000.00
VC 104 $ 100,000.00
Solaris Version
VC 200 `$1,500.00
VC 201 `$7,500.00
VC 202 `$17,500.00
VC 203 `$50,000.00
VC 204 `$100,000.00
----------------------- -------------
Client Products
VS 109 $ 40.00
VS 210 $ 220.00
VS 215 $ 180.00
----------------------- -------------
Vienna Confidential Revised May 27, 1998
114
Vienna Systems North American Price List - Release 2.0
List Prices
-------------------- ------ ---------------------------------- ----------------------------------------- ----------
Vienna Order Code Suffix Software Description $US
-------------------- ------ ---------------------------------- ----------------------------------------- ----------
New Software Release
Upgrade Packages
Release 1.09 to 1.1
SU 101 1.0 to 1.1 Upgrade - CPServer No Charge
SU 102 1.0 to 1.1 Upgrade - Gateway No Charge
SU 103 1.0 to 1.1 Upgrade - my.way client No Charge
-------------------- ---------------------------------- ----------
Release 1.09 to 1.1
SU 111 1.0 to 2.0 Upgrade - CPServer No Charge
SU 112 1.0 to 2.0 Upgrade - Gateway NT, Modem, PC Anywhere $ 1,500.00
SU 113 1.0 to 2.0 Upgrade - my.way client No Charge
-------------------- ---------------------------------- ----------
SCN Upgrades
SU200 SCN Upgrades S/W License 250 to 2500 entries (Solaris X.86) $ 6,500.00
SU201 SCN Upgrades S/W License 2500 to 10000 entries (Solaris X.86) $10,500.00
SU202 SCN Upgrades S/W License 10,000 to 100,000 entries (Solaris X.86) $33,000.00
SU203 SCN Upgrades S/W License 100,000 to 250,000 entries (Solaris X.86) $50,000.00
SU210 SCN Upgrades S/W License 250 to 2500 entries (Windows NT) $ 6,500.00
SU211 SCN Upgrades S/W License 2500 to 10000 entries (Windows NT) $10,500.00
SU212 SCN Upgrades S/W License 10,000 to 100,000 entries (Windows NT) $33,000.00
SU213 SCN Upgrades S/W License 100,000 to 250,000 entries (Windows NT) $50,000.00
-------------------- ---------------------------------- ----------------------------------------- ----------
Support
VS 310 ATS Support - hourly rate OEM Third Level Support by Vienna $ 150.00
VS 315 Installation/Support per diem On-Site Installation/support $ 1,250.00
VS 320 Training per diem Person-Days Training $ 1,500.00
-------------------- ---------------------------------- ----------------------------------------- ----------
Documentation
VS 500 97-2413 Kit Folder $ 1.25
VS 9000 97-2785 IP Shuttle Datasheet $ 0.25
VS 9001 97-2786 IP Courier Datasheet $ 0.25
VS 9002 97-2792 CP Server Datasheet $ 0.25
VS 9003 97-2793 Gateway Datasheet $ 0.25
VS 9004 97-2794 Desktop Application Datasheet $ 0.25
VS 9005 97-2795 Services Control Node Datasheet $ 0.25
VS 9006 97-2790 Product Line Overview $ 0.25
VS 9007 Vienna small brochure $ 0.25
VS 9008 IP Telephony Industry Overview $ 0.25
VS 9009 97-2791 Vienna Systems Corporate Overview $ 0.25
VS 9010 NBO - Cable Opportunity $ 0.25
VS 9011 NBO - ISP Opportunity $ 0.25
VS 9012 NBO - Callback Opportunity $ 0.25
VS 9013 NBO - CLEC $ 0.25
VS 9014 NBO - Start Up $ 0.25
VS 9015 NBO - Traditional Service Providers $ 0.25
VS 9016 Profile - VIP Calling $ 0.25
VS 9017 Profile - TeleMatrix $ 0.25
VS 9018 Profile - Tella $ 0.25
VS 9019 Profile - Rocky Mountain Internet $ 0.25
VS 9020 Profile - ICN Digital $ 0.25
VS 9021 Service and Support $ 0.25
-------------------- ----------------------------------------- ----------
115
SCHEDULE B
DISCOUNT SCHEDULE
A discount of 42% will be provided to RESELLER given they provide adequate firs!
level support as determined by VIENNA SYSTEMS and have met the revenue
commitments in this agreement In the event Vienna Systems believes that adequate
support is not being supplied to RESELLER'S customers then the discount will be
reduced to 37% on 30 days notice.
Chassis are not discountable.
Phone.way Serial Telephone Adapter (VS-210) has a maximum discount of 25%.
116
SCHEDULE C
DEMONSTRATION EQUIPMENT
SCHEDULE C
DEMONSTRATION EQUIPMENT
RESELLER is required to purchase a minimum of one and a maximum of two of the
following demonstration system at the special demonstration price:
PRODUCT NAME PRODUCT NUMBER QUANTITY
------------------------------------------------------------------- -------------- --------
Vienna Server Software (Reseller to select NT or Solaris version) VS-104 1
------------------------------------------------------------------- -------------- --------
Vienna. Gateway Software (Reseller to select NT or Solaris version) VS-106 1
------------------------------------------------------------------- -------------- --------
Lucent License (per codec) VS-107 2
------------------------------------------------------------------- -------------- --------
Client License (per codec) VS-109 5
------------------------------------------------------------------- -------------- --------
DSP Card (4DSP chips) VS-205 1
------------------------------------------------------------------- -------------- --------
BRI Card (supports 16B channels) VS-201 1
------------------------------------------------------------------- -------------- --------
SerialSet (serial telephone) VS-215 5
------------------------------------------------------------------- -------------- --------
Services Control Node (Reseller to Select NT or Solaris version) VC100 or VC200 1
------------------------------------------------------------------- -------------- --------
Vienna 4806 Chassis (monitor not included) VS-4806 1
------------------------------------------------------------------- -------------- --------
SPECIAL DEMONSTRATION PRICE $11,408.00 US dollars (exclusive of taxes)
117
SCHEDULE D
Territory
Worldwide
118