SYNERCARD SECURE AUTHORIZED PARTNER AGREEMENT
This AGREEMENT is made the 28th day of May 2002 (the "Effective Date").
BETWEEN
SYNERCARD CORPORATION, a Canada Company, located at ▇▇▇ ▇▇▇▇. ▇▇
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Canada.
("Synercard")
and
Snapshot, Inc., a USA Company, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇, ▇▇▇.
("SNAPSHOT")
BACKGROUND:
The spirit of this document is to build a strong relationship between Synercard
and SNAPSHOT, and to provide users of Synercard's Products with the highest
level of quality, maintenance and support.
FOR VALUE, Synercard and SNAPSHOT agree as follows:
1. Definitions
"Agreement" means this Authorized Partner Agreement and its Schedules.
"Asure ID Card Service Bureau" means the Asure ID Server located at a central
site, where cards are personalized and issued.
"Confidential Information" of a Party means all data and information relating to
the business and management of such Party which is designated as confidential
when disclosed to the other Party, or is nonpublic information, provided that
Confidential Information shall not include any data or information which:
(i) is or becomes publicly available through no fault of the other
Party;
(ii) is already possessed by the other Party;
(iii) is independently developed by the other Party;
(iv) is obtained by the other Party from a third party;
(v) is disclosed with the written consent of the Party whose
information it is; or
(vi) is disclosed pursuant to court order or other legal compulsion.
"Customer" means End User.
"Authorized Partner" means an entity to whom Synercard sells Software and/or
Hardware for the purpose of reselling those products to an End User.
"End User" means an individual or entity which uses the Product for its own
requirements, and which does not provide the Product, or use of the Product, to
any third party in any manner for any purpose.
"Hardware" means the Smart Card and Smart Card Reader provided with Asure
ID Express, Asure ID Enterprise and the Asure ID Server Software.
"Lead(s)" means the names of any potential end users of the Products or
Software that are provided by Synercard to SNAPSHOT.
"List Price" means the price at which Synercard offers its Product for sale or
license in a retail market.
"Party" means either Synercard or SNAPSHOT and "Parties" means both of
them.
"Product" means both the Software and Hardware of Synercard.
"Promotional Use" means for demonstration and marketing purposes by a Party to a
prospective customer, but not for resale or distribution to an entity not a
Party.
"Software" means any of the Asure ID Connect, Asure ID Express, Asure ID
Enterprise, Asure ID Server and/or Asure ID Server Credits.
"Territory" means the USA.
"Trademarks" means the Synercard Secure, Asure ID, Asure ID Connect, Asure
ID Express, Asure ID Enterprise, Asure ID Server, Asure ID Protect and all
related design marks and logos.
"User Manual" means the end user manuals in hard copy, electronic format or on-
line relating to the Products and provided with the standard shrinkwrap versions
of the Products.
2. Grant
Subject to the terms and conditions of the Agreement, Synercard grants to
SNAPSHOT and SNAPSHOT accepts the following non-exclusive, non-transferable
rights and obligations within the Territory:
(a) to license the Software and sell the Hardware,
(b) to demonstrate the Software to potential End Users;
(c) to display Synercard's Trademarks in connection with the marketing and
distribution of the Products as set forth in this Agreement;
(d) to represent itself as a Synercard Secure Authorized Partner;
(e) to market and distribute the Software;
(1) to support and maintain the Software according to the conditions set forth
in this Agreement;
(g) to fulfill orders of reasonable quantity to Customers in a timely fashion
following receipt of a valid purchase order, excluding delays caused by
tentative purchase orders or credit references.
3. Restrictions on Grant
The license granted pursuant to Article 2 is subject to the following
restrictions:
(a) SNAPSHOT shall not copy, adapt, modify, recast, translate, shorten,
expand, reverse engineer, decompile or disassemble the Product.
(b) SNAPSHOT must not alter, or assert rights, title or interest in, the
Trademarks of Synercard.
(c) SNAPSHOT shall distribute the Software only in the form provided by
Synercard.
(d) SNAPSHOT shall not sell or use for production Product purchased for
Promotional Use.
(e) To the best of their ability SNAPSHOT must ensure that End Users
register their purchase of the Software;
(1) SNAPSHOT must not make or give any representations or warranties on
~ behalf of Synercard as to the quality, merchantability, fitness for a
particular use or purpose, or any other features of the Product, except as
set out in this Agreement.
(g) SNAPSHOT shall reference the Product and Synercard on its website.
(h) SNAPSHOT shall comply with all laws, rules, regulations and industry
standards existing with respect to the Product and the performance by
SNAPSHOT of its obligations under this Agreement. SNAPSHOT shall
not export the Products directly or indirectly outside of the Territory.
4. Commitment, Price and Payment
4.1 Commitment and Price. SNAPSHOT shall purchase US$50,000 in Product at the
then applicable discount from Synercard within twelve (12) months of the
Effective Date. Synercard will provide SNAPSHOT with discounted prices
applicable to the agreed quantity of the Product purchased per quarter. Minimum
quarterly commitments are set out in Schedule C. Should SNAPSHOT not meet its
quarterly commitment to Synercard, Synercard shall reserve the right to adjust
the discount on future purchases and or terminate this Agreement, whichever
Synercard deems to be appropriate.
4.2 Initial Order. On the Effective Date, SNAPSHOT shall deliver to Synercard an
irrevocable purchase order for a minimum ofUS$5,000. Should this initial order
exceed $5,000, Synercard will give SNAPSHOT an additional 10% discount on
the amount in excess of $5,000.
4.3 Subsequent Orders. All subsequent orders to be shipped from Synercard shall be
a minimum ofUS$2500.
4.4 Reseller Discount. The cost to SNAPSHOT for Asure ID Enterprise, Asure ID
Express and Asure ID Server (and for greater certainty this does not include
Asure ID Server Credits Packs) products purchased from Synercard shall be forty-
five percent (45%) off List Price. The cost to SNAPSHOT for all other products
including additional Smart Cards and Smart Card Readers (and for greater
certainty, this shall mean any cards or readers over and above those included with
original software packages) shall be fifteen percent (15%) off List Price.
4.5 US Currency. All amounts are payable in US dollars at Hull, Quebec, Canada,
net of any applicable withholding tax.
4.6 Payment. All orders shall be paid with net thirty (30) days of the date
stated on the corresponding invoice.
4.7 Prepayment. Synercard shall be entitled to set credit limits for orders, and
request prepayment for any orders exceeding such limit. Orders placed by
SNAPSHOT after notice of termination of the Agreement shall also be prepaid.
4.8 Shipment. Products shipped to SNAPSHOT shall be shipped F.O.B. one of
Synercard's shipping locations, and freight and insurance costs are the
responsibility of SNAPSHOT. SNAPSHOT will pay any applicable duties,
import taxes or other government charges assessed on any shipment.
4.9 Taxes. SNAPSHOT is responsible for all taxes based on amounts payable under
this Agreement.
4.10 Interest. SNAPSHOT shall pay Synercard 1% interest per month (12% per
annum) compounding annually on overdue accounts. SNAPSHOT shall pay all costs,
including reasonable legal fees, incurred by Synercard in collecting overdue
amounts. Synercard may also hold further shipments until all arrears have been
paid.
5 Ownership
5.1 Exclusive Property of Synercard. The Software is the exclusive property of
Synercard. The Software represents confidential information and trade secrets
belonging to Synercard. Synercard is the sole owner of all intellectual and
industrial property rights in the Product, including but not limited to patent,
copyright, trade secret and trademark. No rights are granted to SNAPSHOT
except those set forth in this Agreement.
5.2 Reproduction and Escrow. SNAPSHOT shall not use or reproduce the Product
except as permitted by the terms of this Agreement. SNAPSHOT shall not
deposit the Product in escrow.
5.3 Trademarks. SNAPSHOT may use the Trademarks only as set out in this
Agreement or with the prior written consent of Synercard.
5.4 Injunctive Relief. SNAPSHOT acknowledges that damages may not be an
adequate remedy in the event of breaches under this Article 5, as such breaches
may result in irreparable harm. In the event of breach by SNAPSHOT.
SNAPSHOT agrees that Synercard shall be entitled to seek appropriate mandatory
or negative injunctive relief against SNAPSHOT.
6 Confidentiality
The Parties agree not to use or to disclose to others any Confidential
Information of the other Party .The Parties shall ensure that only those
employees or contractors with a need to know shall have access to any
Confidential Information and that they are contractually bound to retain the
confidentiality of the information.
7 Warranties, Liability and Limitations
7.1 Warranties. Synercard warrants that the Software is the property of Synercard
and/or its suppliers. Synercard warrants that the Software shall, at the time of
delivery to SNAPSHOT, function substantially as described in the User Manual.
Synercard warrants that the Software shall not infringe any valid copyright.
7.2 Liability. Synercard's sole liability under this warranty shall be to modify or
correct the Product if it does not conform with the form and functionality
described in the User Manual.
7.3 Limitations. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PRODUCTS
ARE PROVIDED AND LICENSED " AS IS". THERE ARE NO WARRANTIES, REPRESENTATIONS OR
CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE,
REGARDING THE PRODUCTS OR SERVICES PROVIDED. SYNERCARD DISCLAIMS ANY WARRANTIES
OR CONDITIONS OF MERCHANT ABLE QUALITY, MERCHANTABILITY, AND DURABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATIONS OF FACT, INCLUDING
STATEMENTS REGARDING PERFORMANCE OF THE PRODUCTS, SHALL BE DEEMED TO BE A
WARRANTY BY SYNERCARD.
THE REMEDIES OF SNAPSHOT SHALL BE LIMITED TO THOSE PROVIDED HERE TO THE
EXCLUSION OF ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR
OTHER LEGAL THEORY. NO AGREEMENTS VARYING OR EXTENDING THE FOREGOING
WARRANTIES, REMEDIES OR LIMITATIONS WILL BE BINDING ON SYNERCARD UNLESS IN
WRITING AND SIGNED BY A DULY AUTHORIZED OFFICER OF SYNERCARD. SYNERCARD'S TOTAL
LIABILITY FOR DAMAGES OR INDEMNIFICATION UNDER OR RELATED TO THIS AGREEMENT,
WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE FEES PAID BY SNAPSHOT
PURSUANT TO THIS AGREEMENT.
8 Indemnity
Synercard agrees to protect and save harmless and defend at its own expense
SNAPSHOT from and against all claims of infringement of patents, trademarks,
industrial designs, copyrights or other property issues under the laws of any
country affecting the Territory provided that:
(i) SNAPSHOT shall not have done, permitted or suffered to be done I anything
which may have been or become an infringement of any rights in Iany patent,
trademark or other right;
(ii) SNAPSHOT shall have exercised a reasonable standard of care in protecting
the same, failing which, SNAPSHOT shall indemnify
Synercard against all actions, proceedings, costs, claims and expenses
incurred;
(iii) SNAPSHOT has given Synercard written notice of such claim, action or
suit within ten (10) days of one of its responsible officers having become
aware of same.
9 Marketing
9.1 Co-Branding. SNAPSHOT may choose to have its company trademark or logo
placed beside the trademark of Synercard on the Software. SNAPSHOT may not
remove, replace, cover, or alter Synercard's trademark on the Product. The co-
branding fee for use of the Trademarks are set out in Schedule B.
9.2 Promotional Materials. Synercard will provide to SNAPSHOT at no cost non-
production evaluation Software and marketing material for Promotional Use.
9.3 Lead Referrals. All Leads provided to SNAPSHOT by Synercard are given for
the sole purpose of promoting and supplying the Leads with Asure ID Connect,
Asure ID Express, Asure ID Enterprise, Asure ID Server or Synercard related
products. SNAPSHOT shall not offer or sell products to any Leads that are
competitive with the Software or Products.
9.4 Restriction. SNAPSHOT shall not advertise the sale of any Products to End
Users for less than List Price. In addition, SNAPSHOT shall not make any
statement that, in Synercard's sole determination, undercut Synercard's
distribution advertising and pricing policies, including but not limited to,
using statements such as "Call for special pricing" or "We will not be
undersold." However, by way of example only, SNAPSHOT may state, "Call for
pricing." SNAPSHOT may engage in special sale promotions from time to time, but
only where the express written authorization of Synercard has been obtained in
advance.
10 Training
10.1 Basic. Synercard will train three (3) staff of SNAPSHOT at Synercard's
office. The cost of the training is included in SNAPSHOT's fIrst purchase order.
Alternatively, SNAPSHOT may upgrade to on-site training as outlined in Schedule
A. Synercard and SNAPSHOT shall agree upon the time for the training in advance.
SNAPSHOT shall bear all transportation and living expenses during the training
program.
10.2 Additional. Additional and on-site training costs are indicated in Schedule
A. SNAPSHOT shall bear all transportation and living expenses during the
training program.
11 Support and Maintenance
11.1 General Restriction. Only SNAPSHOT employees trained and certified by
Synercard may provide support for the Asure ID Protect Maintenance Program.
Until such training and certification, Synercard retains the exclusive right of
support for the Asure ID Protect Maintenance Program, regardless of any other
rights granted in this Agreement.
11.2 Asure ID Protect Program. SNAPSHOT shall receive 15% off the List Price
for the purchase of the Asure ID Protect Maintenance Program.
11.3 Asure ID Protect For Enterprise Site Licenses. The cost to End Users (List
Price) for the Asure ID Protect for Enterprise License Maintenance Program shall
be 15% of the total value of their contract. SNAPSHOT shall receive 15% off the
List Price for the purchase of this program.
12 Reports
12.1 Quarterly Forecast. SNAPSHOT shall provide an estimate to Synercard of its
expected sales of Software for the following quarter broken down for each
product title, including but not limited to Asure ID Connect and Asure ID Server
credits ("Forecast"). SNAPSHOT shall provide the Forecast to Synercard by
pre-paid post or electronic mail on the fIrst day of each calendar quarter.
12.2 Bugs. SNAPSHOT shall maintain a record of any problems or bugs in the
Product, and shall report to Synercard by telephone or electronic mail as soon as
the bug is discovered. The report shall include the name of the Customer
experiencing the problem, and the details thereof.
13 Audit
SNAPSHOT shall maintain complete and accurate records relating to its use and
distribution of the Product. Synercard shall have the right, no more often than
annually, to appoint an independent third party to examine SNAPSHOT's facilities
and audit its books and records in order to verify SNAPSHOT's compliance with
the terms of this Agreement, after five (5) days written notice to SNAPSHOT.
Alternatively, Synercard may request that the external auditors of SNAPSHOT, as
part of the SNAPSHOT's annual audit, audit and report to Synercard on the
SNAPSHOT's compliance with the terms of this Agreement. Any such audit shall be
at the expense of Synercard unless the audit reveals a material non-compliance
by SNAPSHOT, in which case the audit shall be at the expense of the SNAPSHOT.
14 Term and Termination
14.1 Term. This Agreement shall be in force and effect for a period of one (I)
year from the Effective Date, and this term shall automatically be renewed for
successive one year terms, unless either Party provides written notice to the
other at least ninety (90) days prior to the end of the then current term, or
the Agreement is terminated in accordance with the conditions below.
14.2 Termination. Either party may terminate this Agreement at any time by
giving the other party written notice to that effect, effective on the date of
receipt of such notice, if:
(i) the other Party by any cause is prevented from performing its obligations
under this Agreement for a continuous period of three (3) months or for a total
period of six (6) months in any period of twelve (12) months;
(ii) the other party enters into liquidation or a receiver is appointed of all
or any part of its assets, or if the other Party becomes bankrupt or insolvent
or enters into any arrangement with its creditors, or if the other Party takes
or suffers any similar action in consequence of debt or becomes unable to pay
its debts as they fall due, or if the other Party presents or has presented to
it a petition for its winding up, or if the other Party calls a meeting of its
creditors or ceases to carry on business, or if the other Party gives notice of
intention to file for bankruptcy;
(iii) the other Party is in breach of any of its payment obligations under this
Agreement and has failed to remedy such breach within thirty (30) days of having
received written notice of such breach. 14.3 Effect. If this Agreement is
terminated for any reason:
(i) SNAPSHOT shall immediately cease using the Product and trademark of
Synercard, and distributing or promoting the Product;
(ii) SNAPSHOT shall provide evidence satisfactory to Synercard that all copies
of the Product and all related documentation have been destroyed;
(iii) SNAPSHOT shall refer all inquiries about the Product to Synercard and give
Synercard notice of such; and
(iv) Synercard's support, training and maintenance obligations, if any,
shall immediately terminate.
14.4 Survival. Articles 1,3,4,5,6,7, and 13 shall survive termination of this
Agreement. Termination shall be without prejudice to any other right or remedy
to which either Party may be entitled in law.
15 Miscellaneous Provisions
15.1 Non-solicitation of Employees. Both Parties agree that while this Agreement
remains in effect, and for a period of six (6) months after this Agreement is
terminated, neither Party shall directly or indirectly solicit, hire or otherwise
retain any employee of the other Party or enter into or attempt to enter into any
form of business arrangement with an employee of the other Party, if such
employee has had contact with such other Party as a result of the negotiation or
performance of this Agreement.
15.2 Relationship of Parties. This Agreement does not create any relationship of
agency or partnership and neither Party shall be responsible for the acts or
defaults of the other Party or any of the other Party's employees or agents.
15.3 Waiver and Amendment. This Agreement may only be modified by written
agreement executed by both parties. No waiver of any part of this Agreement
shall be effective unless made in writing. No waiver of any breach of this
Agreement shall constitute a waiver of any subsequent breach of the same or any
other provision of this Agreement.
15.4 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties and the Parties agree that there are no other representations,
warranties, or oral agreements relating to the subject matter of this Agreement.
15.5 Non-assignability. SNAPSHOT may not assign, sublicense, encumber by
security interest or otherwise transfer any of the rights granted to it pursuant to
this Agreement without the prior written consent of Synercard. An
amalgamation, acquisition or merger of SNAPSHOT shall be deemed to result in
an assignment of this Agreement. Synercard may assign this Agreement at any
time upon notice to this effect to SNAPSHOT provided that the assignee can
demonstrate an ability to perform to Synercard's satisfaction. Synercard's
consent for the assignment shall not be unreasonably withheld.
15.6 U.S. Government Restricted Rights. Any Product provided to the US
Government may be licensed only on a RESTRICTED RIGHTS basis. The use,
duplication or disclosure by the Government is subject to restrictions set forth
in subparagraph (c)(I)(ii) of The Rights in Technical Data and Computer Software
clause DFARS 252.227-7013 or subparagraphs (c)(I) and (2) of the Commercial
Computer Software-Restricted Rights at 48 CFI 52.227-19 as applicable. 15.7
Force Majeure. The Parties shall be relieved from their obligations (other than
the obligation to pay fees) for the duration of any event which reasonably
prevents their performance and which is beyond that Party's reasonable control.
15.8 Illegal or Unenforceable Provisions. If any of the provisions of this
Agreement is held to be illegal or unenforceable, this Agreement shall remain in
full force and effect, and such term or provision shall be deemed severed.
15.9 Successors and Assigns. This Agreement shall enure to the benefit of and be
binding upon the Parties, their successors and permitted assigns.
15.10 Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the province of Quebec, Canada. The Parties attorn to the
jurisdiction of the courts of Ontario, Canada or Quebec, Canada or such other
courts as Synercard may determine in its sole discretion. The U.N.Convention on
the Sale of Goods shall not apply to this Agreement.
15.11 Time. Time shall be of the essence. The Parties have executed this
Agreement by their authorized representatives as of the date written last below.
SNAPSHOT
PER: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Date: May 10, 2002
Synercard Corporation
PER: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ McGi11
Title: Director of Finance
Date: May 10,2002
PER: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Date: May 10,2002
SCHEDULE A
PRODUCT, MAINTENANCE AND TRAINING PRICES (US DOLLARS)
Product Description Order Number List Price Partner Price
ASURE ID SOFTWARE
Asure ID Connect Software & CD Booklet 93-20-110-02 FREE $ 1.00
Asure ID Express 1 Software, Smart Card 93-20-110-04 $ 825.00 $ 453.75
& COM Port Card
Reader
Asure ID Express 2 Software, Smart Card 9 3-20-110-05 $ 825.00 $ 453.75
& USB Card Reader
(NOT SUPPORTED
UNDER WIN 95 & WIN
NT4.0)
Asure ID Enterprise 1 Software (Master 93-20-110-01 $ 1,595.00 $ 877.25
Copy), Smart Card &
COM Port Card Reader
Asure ID Enterprise 2 Software (Master 93-20-110-03 $ 1,595.00 $ 877 .25
Copy) , Smart Card &
USB Card Reader
(NOT SUPPORTED
UNDER WIN 95 & WIN
NT4.0)
Asure ID Server 1 Software, Smart Card 93-22-110-11 $ 1,000.00 $ 550.00
& COM Port Card
Reader
Asure ID Server 2 Software, Smart Card 93-22-110-12 $ 1,000.00 $ 550.00
& USB Card Reader
(NOT SUPPORTED
UNDER WIN 95 & WIN
NT4.0)
SMART CARDS & CARD READERS
Asure ID Connect Smart Card Smart Card & COM 93-23-120-01 $ 125.00 $ 106.25
Pack 1 Port Card Reader
Asure ID Connect Smart Card Smart Card & USB 93-23-120-04 $ 135.00 $ 114.75
Pack 2 Card Reader (NOT
SUPPORTED UNDER
WIN 95 & WIN NT4.0)
Asure ID Express Smart Card Smart Card For 93-23-100-02 $ 25.00 $ 21.25
Additional Express
User
Asure ID Enterprise Smart Card Smart Card For 93-23-100-03 $ 25.00 $ 21.25
Additional Enterprise
User
Asure ID Server Smart Card Smart Card For 93-23-100-04 $ 25.00 $ 21.25
ASURE ID SERVER CREDIT PACKS
Asure ID Server Credit Pack 1 1,000 Asure ID Server 93-22-101.01 $ 1,050.00 $ 1,050.00
Credits
Asure ID Server Credit Pack 2 5,000 Asure ID Server 93-22-101.02 $ 4,400.00 $ 4,400.00
Credits
Asure ID Server Credit Pack 3 10,000 Asure ID Server 93-22-101.03 $ 7 ,200.00 $ 7 ,200.00
Credits
Asure ID Server Credit Pack 4 25,000 Asure ID Server 93-22-101-04 $15,000.00 $ 15,000.00
Credits
Asure ID.Server Credit Pack 5 50,000 Asure ID Server 93-22-101.05 $22,500.00 $ 22,500.00
Credits
Asure ID Server Credit Pack 6 100,000 Asure ID 93-22-101.06 $36,000.00 $ 36,000.00
Server Credits
ASURE ID ANNUAL MAINTENANCE PROGRAMS
Asure ID Protect for Express Asure ID Express 93-20-000-02 $ 240.00 $ 204.00
Customer Care
Pro ram
Asure ID Protect for Enterprise Asure ID Enterprise 93-20-000-03 $ 360.00 $ 306.00
Customer Care
Pro ram
Asure ID Protect for Server Asure ID Server 93-22-000-03 $ 520.00 $ 442.00
Customer Care
Program (FOR CARD
BUREAUS ONLY)
For Corporate Wide Maintenance Programs Please Contact Synercard (See Section
11.3 of the Synercard Authorized Partner Agreement).
ASURE ID ENTERPRISE SITE LICENSES
Package includes on smart card and one smart card reader for each Asure ID
Enterprise Site License. Asure ID Enterprise Site Licenses cannot be sold
without the purchase of a Master Asure ID Enterprise License. Product
Description Order Number List Price Partner Price
Asure ID Enterprise Site License 1 1 through 5 93-30-110-01 $ 595.00 $ 327.25
Smart Card & COM Port Card Reader
Asure ID Enterprise Site License 1-8 1 through 5 93-30-110-04 $ 595.00 $ 327.25
(Smart Card & US8 Card Reader -NOT
SUPPORTED UNDER WIN 95 & WIN NT4.0
Asure ID Enterprise Site License 2 6 through 20 93-30-110.02 $ 545.00 $ 299.75
Smart Card & COM Port Card Reader
Asure ID Enterprise Site License 2-8 6 through 20 93-30-110-05 $ 545.00 $ 299.75
(Smart Card & US8 Card Reader -NOT
SUPPORTED UNDER WIN 95 & WIN NT4.0)
Asure ID Enterprise Site License 3 21 and above 93-30-110-03 $ 495.00 $ 272.25
Smart Card & COM Port Card Reader
Asure ID Enterprise Site License 3-8 21 and above 93-30-110-06 $ 495.00 $ 272.25
(Smart Card & US8 Card Reader -NOT
SUPPORTED UNDER WIN 95 & WIN NT4.0)
ASURE ID TRAINING PROGRAMS
Program Order Number Partner Price
Upgrade to On-Site Initial Training (price 93-40-000-01 $300.00
per three (3) trainees) (out-of-pocket
expenses additional)
Training at Synercard's facilities (price 93-40-000-02 $300.00
per three (3) trainees)
On Site Training (price per three (3) 93-40-000-03 $600.00
rainees) (out-of-pocket expenses
additionall
Prices are subject to change without notice. Please confirm prices with
Synercard before ordering.
SCHEDULE B
OPTIONAL CO-BRANDING FEES
Co-branding fees are $10,000 payable thirty (30) days after the Effective Date
of this Agreement. SNAPSHOT shall be responsible for all costs associated with
the design and printing of the product packaging, CDs, manuals, etc. All design
and printing must be done through an authorized supplier of Synercard
Corporation.
The co-branding maintenance fee is $5,000 annually, payable on the fIrSt day of
the anniversary date of this Agreement.
In order to exercise this co-branding option, a written notice on SNAPSHOT's
corporate letterhead must be received by Synercard.
SCHEDULE C
MINIMUM QUARTERLY COMMITMENTS
1st Quarter = $
2nd Quarter = $
3rd Quarter = $
4th Quarter = $
The above minimum quarterly commitments are guaranteed by SNAPSHOT on the basis
that Synercard will not reduce its product prices below that indicated in
SCHEDULE A.
Synercard Secure Authorized Partner Agreement
_______________________________________
Partner's Initials Synercard's Initials