EXHIBIT 10.4
MEMORANDUM OF UNDERSTANDING
Between
Federal Express Pacific Corp.
And
First Ecommerce Asia Limited
This Memorandum of Understanding (MOU) is entered into between Federal Express
Pacific, Inc., having a place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,
▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("FedEx") and First Ecommerce Asia Limited, having a
place of business at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ ("FEC"). (each a "Party" or together, "the Parties") on this twentieth day
of October, 1999 ("Effective Date"). This document is intended to evidence the
Parties' intent to create a strategic alliance ("Alliance") in the areas of
investigation, marketing, development implementation, deployment of integrated
services for Electronic Commerce including, without limitation, Systems Tools
(such as customer automation systems tools and information systems),
Infrastructure (network platform used for service delivery), and Services
(sales, marketing and customer advocacy). This document is intended solely to
facilitate discussions between the Parties. This document is not intended to,
and does not create, any legally binding obligations between the Parties with
respect to the subject matter of this document. In addition, neither party is
obligated to continue to discuss and/or negotiate with regard to the subject
matter of this document with the other party.
Confidentiality
The information contained in this MOU, and in oral conversations, or any other
exchange of information between the Parties with respect to the subject matter
of the MOU prior to the execution of this MOU, or information that is exchanged
in furtherance of the objectives set forth in this MOU shall be treated as
confidential in accordance with the terms of the Confidentiality Agreement
executed by the Parties on September 8, 1999.
The following are summaries of points that could be included in the Alliance.
All of these are subject to further discussion and negotiation and do not
represent any final or binding commitments by either party.
Principles and Objectives of the Alliance
Possible objectives of the Alliance are: -
1. Opportunity Exploration
>> Actively pursue joint opportunities and Alliances that would create
mutual benefit and/or advantage.
2. Joint Marketing
>> Bring higher satisfaction to both FedEx and FEC customers by providing
total solutions combining FedEx and FEC services utilizing both
Parties' core competencies.
>> Coordinate the Parties' marketing communications activities to ensure
that each party has enough information of the other Party's products
and/or services.
3. Joint Projects
>> Accelerate penetration of selected customer segments (i.e.,
small/medium business, enterprise, multi-national corporate customers,
consumers, etc.) through joint services/solutions/market development
>> Create and develop differentiated services for each Party's customers
that clearly position each Party as an innovative market leader.
Detail of Understanding
1. Responsibilities of the Parties.
1.1. FedEx shall be responsible for:
1.1.1. Provide all information relating to the FedEx distribution
network capabilities (to include shipping, tracking, and
value-added services).
1.1.2. Systems Integration
1.1.2.1. FedEx will provide technical integration support for
FedEx shipping and tracking software to FEC for the
purposes of designing and developing the Target
Platform.
1.1.2.2. FedEx will provide technical integration support for
value added services offered by FedEx to FEC for the
purposes of designing and developing the Target
Platform.
1.2. FEC shall be responsible for:
1.2.1. Provide all information relating to the FEC Systems
1.2.2. Systems Integration
1.2.2.1. FEC will provide technical integration support for
FEC Systems to FedEx for the purposes of designing
and developing the Target Platform.
1.3. FedEx and FEC shall be mutually responsible for.
1.3.1. Marketing of the Target Program's capabilities.
1.3.1.1. To be determined through internal marketing and
promotion strategies.
1.3.2. Testing and maintenance of systems connectivity.
1.3.2.1. FedEx is responsible for data integrity of all FedEx
service related information.
1.3.2.2. FEC is responsible for testing and maintenance of all
systems developed by FEC or associated companies.
2. Other Definitive Agreements
2.1. It is anticipated that the Parties may enter into appropriate
contracts once the Parties have defined the requirements of the
project/programs that are to be pursued. Further, in the event
that the Parties desire to collaborate on the development of
certain products or services to be defined by the Parties, the
Parties shall negotiate a joint development or collaboration
agreement with the specific responsibilities of the Parties to be
set forth in details, in a mutually agreeable statement of work.
2.2. Any agreement reached between the parties will be embodied in one
or more legally binding agreements containing terms and conditions
acceptable to both parties.
3. Disclaimer of Warranties
3.1. Both Parties disclaim all warranties including implied warranties
of merchantability, fitness for a particular purpose and error
free or uninterrupted use. No oral or written information or
representation given by either party or an authorized
representative of either party shall create a warranty.
4. Limitations of Liability
4.1. Under no circumstances, including negligence, shall either party
be liable for any indirect damages, resulting from or connected
with the use of the software including, without limitation
special, incidental or consequential damages, and damages
resulting from the loss of use, data, profits or business, even if
the other party has been advised of the possibility of such
damages and even if the software fails of its essential purpose.
5. Termination Clause
5.1. This MOU may be terminated by either party upon giving to the
other ninety (90) days prior written notice.
6. Publicity
6.1. Neither party shall make use of or display the other party's logo,
trademarks, service marks and other marks or make any disclosure
about the relationship contemplated herein or existence of the
Agreement to any third party without the prior written consent of
the other.
7. Additional Conditions
7.1. The Parties will each undertake to have their legal counsel review
any proposed Alliance between the Parties. The Parties acknowledge
that there has been no substantive legal review of issues that may
exist with respect to a proposed Alliance.
7.2. All costs incurred by either Party in connection with this MOU
shall be the responsibility of the Party incurring the costs,
unless a written agreement executed by both Parties authorized
representatives has been signed that expresses a specific
agreement with respect to certain costs. Neither Party shall be
liable to the other for termination of this MOU.
7.3. The Parties agree that, as of the date of this MOU, there are no
binding commitments in existence with the respect to the subject
matter of this MOU, and that all prior written and oral
communications between the Parties with respect to the subject
matter of this MOU are superceded hereby.
7.4. This MOU is non-exclusive. Neither Party shall be precluded from
entering into agreements with third parties similar interest to
this memorandum. The Parties acknowledge that this MOU does not
represent any agreement between them with respect to the subject
matter of this MOU, and that any binding agreement between them
shall be in writing and shall be executed by duly authorized
representatives of each Party.
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Federal Express Pacific, Inc. First Ecommerce Asia Limited
ACCEPTANCE ACCEPTANCE
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By: SIGNED By: SIGNED
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pek
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Title: VP, Electronic Commerce and Customer Title: President and Chief
Services Executive Officer
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Date: November 22, 1999 Date: November 22, 1999
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