1
Ex. 10.17
PRODUCT RESALE AGREEMENT
BETWEEN
LUCENT TECHNOLOGIES INC.
AND
WORLD WIDE TECHNOLOGIES INC.
*Certain material has been omitted from this exhibit pursuant to a
request for confidential treatment and filed separately with the
Securities and Exchange Commission.
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TABLE OF CONTENTS
1. SCOPE OF AGREEMENT....................................................4
2. DEFINITIONS...........................................................5
3. CONFIDENTIALITY.......................................................5
4. RELATIONSHIP OF THE PARTIES...........................................6
5. TERM..................................................................6
6. OBLIGATIONS ASSUMED BY LUCENT TECHNOLOGIES............................6
7. OBLIGATIONS ASSUMED BY VENDOR.........................................6
8. RECORDS AND AUDITS....................................................7
9. FORECASTS AND ORDERS..................................................8
10. PRODUCT CHANGES.......................................................8
11. PRODUCT NAME CHANGE...................................................8
[* Confidential treatment will be requested]
13. INVOICING.............................................................9
14. DELIVERY, TITLE AND RISK OF LOSS.....................................10
15. INSURANCE............................................................10
16. USE OF INFORMATION...................................................12
17. INFRINGEMENT.........................................................12
[* Confidential treatment will be requested]
20. TRADEMARKS...........................................................15
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21. LEGISLATION AND GOVERNMENTAL REGULATIONS.............................15
22. TERMINATION OF ORDERS................................................15
23. TERMINATION OF AGREEMENT.............................................16
24. SURVIVAL OF OBLIGATIONS..............................................17
25. FORCE MAJEURE........................................................17
26. ASSIGNMENT...........................................................19
27. SEVERABILITY.........................................................19
28. RELEASE VOID.........................................................19
29. NON-WAIVER...........................................................19
30. CHOICE OF LAW........................................................19
31. TECHNOLOGY OWNERSHIP.................................................19
32. NOTICES..............................................................20
33. PURCHASE MONEY SECURITY INTEREST.....................................20
34. SETTLEMENT OF DISPUTES...............................................21
35. GRANT OF LICENSE.....................................................21
36. PARAGRAPH HEADINGS...................................................22
[Confidential treatment requested]
38. ENTIRE AGREEMENT.....................................................22
[Confidential treatment requested]
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This Product Resale Agreement is made by and between World Wide Technologies
Inc., a Missouri corporation with offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ("Vendor") and Lucent Technologies Inc., a Delaware corporation with
its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
("Lucent").
WHEREAS, Lucent desires to sell certain 5ESS (R) electronic switch system
apparatus [* Confidential treatment will be requested] ("Product(s)") and is
desirous of having another company stock and furnish equipment to ▇▇▇▇ Atlantic
Corporation ("▇▇▇▇ Atlantic"); and
WHEREAS, Vendor represents that it is a reseller of telecommunications equipment
and has in place the facilities and organization to stock and furnish such
equipment to ▇▇▇▇ Atlantic; and
WHEREAS, Lucent believes that ▇▇▇▇ Atlantic desires to make purchases of
Product(s) from a certified Minority Owned Business ("BE"); and
WHEREAS, Vendor represents and warrants that it is a certified MBE and desires
to purchase Product(s) for the sole purpose of reselling such Product(s) to ▇▇▇▇
Atlantic;
NOW THEREFORE the parties agree as follows:
1. SCOPE OF AGREEMENT
(a) The terms and conditions of this Agreement shall apply to transactions in
which Lucent furnishes Product(s) to Vendor so that Vendor may furnish such
Product solely to and for ▇▇▇▇ Atlantic.
(b) In consideration of the covenants by Vendor contained herein, Vendor is
granted the right to obtain the Products [* Confidential treatment will be
requested] plus such additional items as Lucent may from time to time in writing
agree to furnish to Vendor, solely for the purpose of selling, or otherwise
furnishing Product to ▇▇▇▇ Atlantic. Vendor shall only sell or otherwise furnish
Product to ▇▇▇▇ Atlantic against ▇▇▇▇ Atlantic orders placed with Vendor.
Products purchased by Vendor from Lucent pursuant to this Agreement shall not be
resold, assigned or delivered to any other person or entity other than ▇▇▇▇
Atlantic and are sold solely on the representation that such purchases are
related to the sale and delivery of Product to ▇▇▇▇ Atlantic. Any Products
Vendor desires to purchase for work competitively awarded by ▇▇▇▇ Atlantic shall
be purchased through other distribution channels or as may be mutually agreed by
the parties.
(c) Vendor is also a participant in Lucent's Value Added Reseller ("VAR")
program and acknowledges and agrees that in performing for and on behalf of ▇▇▇▇
Atlantic, Vendor is not participating in the VAR program and that any purchases
for or on behalf of ▇▇▇▇ Atlantic hereunder shall not be counted towards any
awards, discounts, credits or minimum purchase commitments as may exist under
the VAR program. Vendor agrees that it shall not make any claim for any such
benefits for the VAR program for any sales, deliveries or efforts hereunder.
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(d) VENDOR AGREES THAT THE TERMS AND CONDITIONS OF PARAGRAPHS 1(a) THROUGH 1(c)
ARE MATERIAL TO THE AGREEMENT AND ANY BREACH THEREOF BY VENDOR SHALL BE A
MATERIAL BREACH AND CAUSE FOR TERMINATION AS PROVIDED HEREIN.
(e) No payment of any fee is required as a condition of such grant. Lucent may,
without the consent of Vendor, delete or add any Product available to Vendor.
Lucent agrees to provide notice to Vendor in the event such additions and
deletions to the Products available hereunder.
(f) Vendor acknowledges that this Agreement does not confer upon it an exclusive
right to market Product or any other items and Lucent expressly reserves the
right to contract with others to market Product or any other items to ▇▇▇▇
Atlantic, and to itself engage in such marketing, in competition with Vendor.
2. DEFINITIONS
For the purposes of this Agreement, the following terms and their definitions
shall apply.
a) "Documentation" shall mean materials useful in connection with the Product.
b) "Product" shall mean those Lucent Products defined above and sold or
delivered to Vendor [* Confidential treatment will be requested]
c) "▇▇▇▇ Atlantic" shall mean ▇▇▇▇ Atlantic Corporation as it exists on the
day of this Agreement and its Affiliate(s) in the domestic United States
which are formally authorized by ▇▇▇▇ Atlantic to purchase Products from
Lucent.
d) "Licensed Material" shall mean Software in object code form for which
Lucent has the right to grant licenses or sublicenses for use by ▇▇▇▇
Atlantic. Licensed Material also includes all documentation associated with
the Software which is reasonably necessary to enable ▇▇▇▇ Atlantic to
operate, administer and maintain the system for which such Software is
licensed. No license to Source Code is granted hereunder.
e) "Software" shall mean a stored program in object code form consisting of a
set or sets of logical instructions and tables of information which guide
the functioning of a processor, but the term "Software" does not mean or
include Firmware.
f) "Firmware" shall mean hardware or other medium containing a pattern of bits
representing a Software program.
g) "Source Code" shall mean any version of SOFTWARE incorporating, high-level
or assembly language that generally is not directly executable by a
processor.
3. CONFIDENTIALITY
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Vendor and Lucent shall keep this Agreement and any order issued hereunder
confidential, except as reasonably necessary for performance thereunder and
except to the extent disclosure may be required by applicable laws or
regulations, in which latter case the party making such disclosure shall
promptly inform the other, prior to making such disclosure.
4. RELATIONSHIP OF THE PARTIES
The relationship of the parties under this Agreement shall be and at all times
remain one of independent contractors and shall not create the relationship of
franchisor and franchisee, joint venturers or principal and agent. This
Agreement does not establish a franchise or agency. Vendor is not paying Lucent
any franchise fee pursuant to this Agreement. Vendor shall not have authority to
assume or create obligations on Lucent's behalf to the Products furnished by
Lucent hereunder or otherwise, and Vendor shall not take any action which has
the effect of creating the appearance of having such authority.
All persons employed by Vendor shall be considered solely Vendor's employees or
agents, and Vendor shall be responsible for payment of all unemployment, Social
Security, and other payroll taxes including contributions from them when
required by law.
5. TERM
This Agreement is effective upon signature of the last party, and except as
otherwise provided herein, shall continue in effect for a period of one (1)
year. The term of this Agreement may be extended for one (1) year periods by
mutual Agreement of the parties. The modification, termination or expiration of
this Agreement shall not affect the rights or obligations of either party under
any order accepted by Lucent before the effective date of the modification,
termination or expiration.
6. OBLIGATIONS ASSUMED BY LUCENT TECHNOLOGIES
Lucent Technologies shall:
(a) make available to Vendor Products as may be changed from time to time;
(b) provide or arrange for reasonable amounts of technical assistance. Lucent
will make training available in accordance with its standard terms and
conditions. Tuition and fees for such training shall be as advertised and
available from Lucent. Training will be provided at Lucent's location(s) which
normally provide(s) such training unless otherwise mutually agreed in writing.
In addition to tuition fees, Vendor will bear all related lodging and
transportation expenses for its employees taking the training. If Vendor
requests additional technical assistance or training, Lucent will provide or
arrange for it upon such terms, conditions, and prices as the parties shall
mutually agree upon.
7. OBLIGATIONS ASSUMED BY VENDOR
Vendor shall:
(a) obtain and maintain all government licenses, permits and approvals which
are necessary and advisable for the implementation of this Agreement and
comply with all applicable laws and regulations;
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(b) refrain from taking any action which would cause Lucent to be in violation
of any law of any jurisdiction;
(c) promptly inform Lucent of any facts or opinions likely to be relevant in
relation to marketing of Products including, without limitation, all suspected
product defect safety problem or ▇▇▇▇ Atlantic complaints;
(d) provide Lucent with semi-annual summaries of sales of each Product including
number of units and dollars of sales to ▇▇▇▇ Atlantic by ▇▇▇▇ Atlantic order
number with monthly breakdowns. Lucent agrees to maintain the confidentiality of
such information between the two companies.
(e) on each anniversary of this Agreement, or as may be requested from time to
time, provide Lucent with a written certification by the Vendor or other
evidence as may be requested, that purchases of Product under this Agreement are
solely for the purpose of sale of Product to ▇▇▇▇ Atlantic.
[* Confidential treatment will be requested]
(g) on each anniversary of this Agreement, or as may be requested from time to
time, provide Lucent with a written certification by the Vendor or other
evidence as may be requested, that end or remains a certified MBE, as certified
by an independent entity satisfactory to Lucent;
(h) provide requested data in reasonable detail on the overall market potentials
and other information related to the Product furnished hereunder as an aid in
measuring Lucent's market potential and planning its efforts;
(i) give Lucent, upon at least seventy two (72) hours notice, access during
usual business hours to the premises of Vendor in order that Lucent may inspect
and verify compliance by Vendor with its obligations under this Agreement; and
8. RECORDS AND AUDITS
Vendor shall maintain accurate records which relate to Products furnished
hereunder, including but not limited to quality control records, in accordance
with generally accepted accounting and quality control principles and practices
uniformly and consistently applied in a format that will permit audit. Unless
otherwise provided in this Agreement, Vendor shall retain such records for a
period of three (3) years from the date of final payment under the order to
which such records relate. To the extent that such records may be relevant in
determining if Vendor is complying with its obligations under the applicable
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order, Lucent and its authorized representatives shall have access to such
records for inspection and audit during normal business hours upon at least
seventy two (72) hours notice.
9. FORECASTS AND ORDERS
(a) Upon the execution of this Agreement, Vendor agrees to provide to Lucent a
rolling monthly forecast of the projected purchases of Products by product
type. Vendor will use reasonable efforts to insure these forecasts are as
accurate as possible. However, these purchasing forecasts are only
projections or forecasts and are not to be construed as commitments to
purchase any forecasted amount.
(b) An order submitted by Vendor shall contain the information necessary for
the furnishing of the Products and services including, without limitation,
Lucent's Contract Number, the date of the order, the shipping destination
and reference to any applicable Lucent specifications and information.
Schedules and dates, including shipment dates, for the furnishing of the
Products, must be agreed to by Lucent prior to its acceptance of the order.
All orders submitted by Vendor shall be deemed to incorporate and be
subject to the terms and conditions of this Agreement as well as any
supplemental terms and conditions agreed to by authorized representatives
of the parties in writing. Lucent reserves the right to reject any order
for good reasons.
(c) Vendor acknowledges that any estimates or forecasts of potential levels of
business between the parties made by Lucent during the negotiations of this
Agreement were good faith estimates only and agrees that Lucent shall have
no liability if such levels of business are not reached.
10. PRODUCT CHANGES
Lucent may at any time without advising Vendor make changes in the Products or
modify the drawings and specifications relating thereto, or substitute Products
of later design to fill an order, provided the changes, modifications or
substitutions under normal and proper use do not impact upon form, fit, or
function or are recommended to enhance safety. Lucent may use either new,
reconditioned, refurbished or remanufactured Products or parts in the furnishing
of Products, spares, replacement parts or repairs under this Agreement
consistent with its agreement with ▇▇▇▇ Atlantic.
11. PRODUCT NAME CHANGE
Vendor acknowledges that Lucent will be changing during the term of this
Agreement the identity of some of the Products to be furnished hereunder to
remove references to "AT&T" or abbreviations, contractions, or simulations
thereof. At such time as Lucent elects to institute a new trade name , logo,
trademark, trade device, service ▇▇▇▇, symbol, code and/or specification in
connection with all or any Products or Licensed Materials,
Lucent shall notify Vendor in writing ("Name Change Notice"). Said Name Change
Notice shall include, without limitation:
(a) the new trade name, logo, trademark, trade device, service ▇▇▇▇, symbol,
code and/or specification
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selected by Lucent (in its sole and absolute discretion); and
(b) instructions, guidelines, and/or other terms and conditions governing the
use by Vendor of such new trade name, logo, trademark, trade device,
service ▇▇▇▇, symbol, code and/or specification in connection with this
Agreement.
Effective as of that date which shall be thirty (30) days after the date of any
Name Change Notice, any all rights of Vendor under this Agreement (including,
without limitation, Section 20 TRADEMARKS) to use any ▇▇▇▇ (as defined in
Section 20) which contains any references to "AT&T" or any abbreviation,
contraction or simulation thereof shall be terminated and null and void and
thereupon all rights of Vendor under this Agreement to use any ▇▇▇▇ shall apply
to and be in accordance with the Name Change Notice.
[* Confidential treatment will be requested]
13. INVOICING [* ]
(a) Invoices for Products will be sent upon shipment, or as soon thereafter as
practical. Lucent may make partial shipments of Vendor's orders. Such
partial shipments shall be separately invoiced.
[* Confidential treatment will be requested]
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(c) Vendor shall be liable for and shall reimburse Lucent for all taxes and
related charges (including any interest and penalties), however designated
(excluding taxes on Lucent's net income) imposed upon or arising from the
provisions of or the transfer, sale, license, or use of Products, or other
items provided by Lucent. Taxes reimbursable under this clause shall be
separately listed on the invoice.
(d) Lucent shall not collect the otherwise applicable tax if Vendor's purchase
is exempt from Lucent's collection of such tax and a valid tax exemption
certificate is furnished by Vendor to Lucent.
14. DELIVERY, TITLE AND RISK OF LOSS
Shipments of Product shall be made FOB destination and title and risk of loss to
such Products shall pass to Vendor upon delivery to the Vendor. Shipments of
Licensed Materials shall be made FOB destination and risk of loss to such
Licensed Materials shall pass to Vendor upon delivery to the Vendor. Title to
Licensed Materials shall remain in Lucent. Vendor shall notify Lucent promptly
of any claim with respect to loss which occurred while Lucent bears the risk of
loss, of which Vendor has knowledge, and shall cooperate in every reasonable way
to facilitate the settlement of any claim. For the purposes of this Section,
"delivery" shall mean the point at which Lucent or Lucent's supplier or agent
turns over possession of the Products and/or Licensed Material ordered pursuant
to this Agreement to Vendor, Vendor's warehouse, Vendor's carrier (as may be
designated in the order), or Vendor's agent and not necessarily the final
destination shown on the order prepaid and added to the invoice as may be
specified on individual Purchase Orders. When Vendor requests Lucent to arrange
the transportation of the Product, Lucent shall ship all Products freight
collect. If Lucent is instructed to ship Product prepaid and add, Lucent shall
select a carrier based on the best rate, as negotiated by Lucent, and Vendor
shall pay Lucent's transportation costs in accordance with the standard factors
then in effect.
15. INSURANCE
(a) Any and all insurance and/or bonds that may be required under the laws,
ordinances and regulations of any governmental authority including Workers'
Compensation and Employer's Liability (individually and collectively
"Workers Compensation") is and shall be the sole responsibility of Vendor.
Without in any way limiting Vendor's obligations as set forth in Article
19 VENDOR'S REMEDIES below, Vendor shall maintain at least the following
insurance:
(1) Comprehensive General Liability (Bodily Injury and Property
Damage) Insurance including the following supplementary coverage:
(i) Contractual Liability Insurance to cover liability assumed
under this Agreement
(ii) Product and Completed Operations Liability Insurance; and
(iii) Broad Form Property Damage Liability Insurance
(2) In addition, if automobiles will be used in the performance of
the Services, Vendor shall maintain Automobile Bodily Injury and
Property Damage Liability Insurance. Such insurance shall extend
to owned, non-owned and hired automobiles used in The performance
of any order and shall comply with all applicable laws, rules and
regulations.
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(3) The limit of the liability for such insurance as described in
subparagraphs (a) (1) and (a) (2) above and shall not be less
than:
(i) one million ($1,000,000) dollars combined single limit per
occurrence or
(ii) two hundred fifty thousand ($250,000) for bodily injury or
death per occurrence and one hundred thousand ($100,000) for
property damage per occurrence.
(b) The insurance specified in paragraph (a) above shall:
(1) Provide that said insurance is primary coverage with respect to
all insureds.
(2) Contain a Standard Cross Liability Endorsement which provides
that the insurance applies separately to each insured, and that
the policies cover claims or suits by one insured against the
other.
(3) Not be terminated, canceled or substantially changed without
thirty (30) days prior written notice to Lucent.
(4) Identify in writing any deductible amount and type of deductible.
(c) Vendor shall provide Lucent with certification, when requested by
Lucent, by a properly qualified representative of the insurer, of the
names of the insured, the type and amount of insurance, the location
and operation to which the insurance applies, the expiration date and
the insurer's agreement to provide written notice to Lucent at least
thirty (30) days prior to the effective date of any termination,
cancellation, lapse or material change in the policy.
(d) Vendor's obligations to maintain the insurance and to provide policy
endorsements as required herein shall survive the termination of this
Agreement, and Vendor agrees to maintain such insurance and
endorsements for a period of one (1) year beyond the written notice of
termination by either party.
(e) Vendor agrees to indemnify and save harmless Lucent from and against
any losses, damages, claims and liability that arises out of or result
from injuries or death to persons or damage to property caused by
Vendor's acts or omissions in any way arising out of Vendor's
performance under this Agreement, including claims from Lucent's
customers for warranty service, representations made by Vendor and
incidental and consequential damage. At Lucent's request, Vendor
agrees to defend Lucent against such claims, demands, or suits at
Vendor's expense. Lucent agrees to notify Vendor within a reasonable
time of any written claims or demands against Lucent for which Vendor
is responsible under this paragraph.
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16. USE OF INFORMATION
All Information which bears a proprietary legend or notice restricting its use,
copying, or dissemination shall remain the property of the furnishing party
("Information"). The furnishing party grants the receiving party the right to
use such Information only as follows: such information (1) shall not be
reproduced or copied, in whole or in part, except for use as authorized in this
Agreement; and (2) shall, together with any full or partial copies thereof; be
returned or destroyed when no longer needed. When Lucent is the receiving party,
Lucent shall use such information only for the purpose of performing under this
Agreement. When Vendor is the receiving party, Vendor shall use such Information
only (1) to evaluate or order Lucent's Products or (2) to install, operate and
maintain the particular Products for which it was originally furnished. Unless
the furnishing party consents in writing, such Information shall be held in
confidence by the receiving party, except for that part, if any, which is known
to the receiving party free of any confidential obligation, or which becomes
generally known to the public through acts not attributable to the receiving
party. The receiving party may disclose such Information to other persons, upon
the furnishing party's prior written authorization, but solely to perform acts
which this clause expressly authorizes the receiving party to perform itself and
further provided such other person agrees in writing (a copy of which writing
will be provided to the furnishing party at its request) to the same conditions
respecting use of Information contained in this clause and to any other
reasonable conditions requested by the furnishing party.
17. INFRINGEMENT
In the event of any claim, action, proceeding or suit by a third party against
Vendor alleging an infringement of any United States patent, United States
copyright, or United States trademark, or a violation in the United States of
any trade secret or proprietary rights be reason of the use, in accordance with
Lucent's or other applicable specifications, of any Product, Licensed Material
(software or related documentation), if any, or other item furnished by Lucent
to Vendor under this Agreement, Lucent, at its expense, will defend Vendor,
subject to the conditions and exceptions stated below. Lucent will reimburse
Vendor for any cost, expense or attorney's fees, incurred by Lucent's written
request for authorization, and will indemnify Vendor against any liability
assessed against Vendor by final judgment on account of such infringement or
violation arising out of such use.
If Vendor's or ▇▇▇▇ Atlantic's use shall be enjoined or in Lucent's opinion is
likely to be enjoined, Lucent will, at its expense and at its option, either (a)
replace the affected Product, Licensed Material or other item furnished pursuant
to this Agreement with a suitable suBell Atlanticitute free of any infringement
or violation, (b) modify it so that it will be free of the infringement or
violation, or (c) procure for Vendor or ▇▇▇▇ Atlantic a license or other right
to use it. If none of the foregoing options is practical, Lucent will accept the
return of the enjoined Product, Licensed Material or other item and refund to
Vendor any amounts paid to Lucent less a reasonable charge for any actual period
of use by Vendor.
Vendor shall give Lucent prompt written notice of all such claims, actions,
proceedings or suits alleging infringement or violation and Lucent shall have
full and complete authority to assume the sole defense thereof; including
appeals, and to settle same. Vendor shall, upon Lucent's request and at Lucent's
expense, furnish all information and assistance available to Vendor and
cooperate in every reasonable way to facilitate the defense and/or settlement of
any such claim, action, proceeding or suit.
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No undertaking of Lucent under this section shall extend to any such alleged
infringement or violation to the extent that it: (a) arises from adherence to
design modifications, specifications, drawings, or written instructions which
Lucent is directed by Vendor or ▇▇▇▇ Atlantic to follow, but only if such
alleged infringement or violation does not reside in corresponding commercial
Product or Licensed Material of Lucent's design or selection; or (b) arises from
adherence to instructions to apply Vendor's or ▇▇▇▇ Atlantic's trademark, trade
name, or other company identification; or (c) resides in a Product or Licensed
Material which is not of Lucent's origin and which is furnished by Vendor or
▇▇▇▇ Atlantic to Lucent for use under this Agreement; or (d) relates to use of
Products, Licensed Materials or other items provided by Lucent in combinations
with other Products, Licensed Materials or other items, furnished either by
Lucent or others, which combination was not installed, recommended or otherwise
approved by Lucent. In the foregoing cases (a) through (d), Vendor will defend
and save Lucent harmless, subject to the same terms and conditions and
exceptions stated above with respect to Lucent's rights and obligations under
this clause.
[* Confidential treatment will be requested]
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* Confidential treatment will be requested
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* Confidential treatment requested
20. TRADEMARKS
Vendor will not, without Lucent's express written permission, use in marketing,
advertising, publicity, or otherwise any trade name, trademark, trade device,
service ▇▇▇▇, symbol, code, or specification or any abbreviation, contraction,
or simulation thereof ("▇▇▇▇") of the Lucent companies nor shall Vendor claim
any ownership therein. Vendor shall not remove, deface, alter or otherwise
obscure any ▇▇▇▇ of the Lucent companies which is on a Product sold under this
Agreement nor shall Vendor place any ▇▇▇▇ of any other company on any such
Product. Any such usage shall inure to the benefit of the Lucent company ▇▇▇▇
owner. As used in this paragraph the term "Lucent" means Lucent Technologies,
▇▇▇▇ Labs and its Affiliated companies.
21. LEGISLATION AND GOVERNMENTAL REGULATIONS
Vendor shall at all times comply with all applicable requirements of federal,
state and local laws, ordinances, administrative rules and regulations. Vendor
shall contractually require its subcontractors, distributors and agents to
comply with all such legal requirements as well, and Vendor shall indemnify,
defend and hold harmless Lucent for any damages, losses, costs, or penalties
incurred by Lucent by virtue of such noncompliance by Vendor or its
subcontractors, distributors, or agents. If requested by Lucent, Vendor shall
advise Lucent in writing of the identity and addresses of its subcontractors,
distributors and agents in connection with the Products.
22. TERMINATION OF ORDERS
Vendor may, upon notice to Lucent, and upon terms that will compensate Lucent
from all loss, terminate any order or portion thereof, issue a "hold" on an
order, or suspend performance under the Agreement in whole or in part, except
with respect to Products which have already been shipped or services which have
already been performed. Vendor's liability to Lucent for any such termination,
"hold" or suspension
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shall include, but not be limited to, the price of all services performed and of
Products delivered or held for disposition, loss of profits, incurred costs
(including charges made by Lucent suppliers), work in progress, and an
allocation of general and administrative expenses.
23. TERMINATION OF AGREEMENT
(a) Either party may terminate this Agreement without cause or reason whatsoever
upon sixty (60) days prior written notice to the other setting forth the
effective date of such termination. The termination of this Agreement shall not
affect the obligations of the parties with respect to any orders previously
entered into hereunder, and the terms and conditions of this Agreement shall
continue to apply to such orders as if this Agreement had not been terminated.
Upon termination of this Agreement without cause pursuant to this paragraph
neither party shall be liable to the other, either for compensation or for
damages of any kind or character whatsoever, whether on account of the loss by
Lucent or Vendor of present or prospective profits on sales or anticipated
sales, or expenditures, investments, or commitments made in connection therewith
or in connection with the establishment, development or maintenance or Vendor's
business, or on account of any other cause or thing whatsoever, provided that
termination shall not prejudice or otherwise affect the rights or liability of
the parties with respect to Products theretofore sold hereunder, or any
indebtedness then owing by either party to the other.
(b) Either party may terminate this Agreement, immediately, upon twenty-four
(24) hours written notice;
(i) if the other party files a petition in bankruptcy, or is
adjudicated bankrupt, or makes a general assignment for the
benefit of creditors, or becomes insolvent, or is otherwise
unable to meet its business obligations for a period of six (6)
months. Such party shall promptly and fully inform the other
party of the imminence or occurrence of any event described in
this subparagraph; or
(ii) in the event of change in the controlling ownership of Vendor or
in the event of a sale or assumption of all or substantially all
of the assets of Vendor on or after the effective date of this
Agreement, if such change, sale or assumption is unacceptable by
Lucent.
(iii)in the event the agreement between Vendor and ▇▇▇▇ Atlantic
terminates in which event Vendor shall notify Lucent of said
termination immediately and in writing.
(c) Either party may terminate this Agreement if the other party breaches any of
the material terms and conditions of this Agreement and the other party fails to
cure such breach within thirty (30) days after written notice thereof from the
non-breaching party.
(d) Notwithstanding any other terms and provisions of this Agreement or other
arrangements agreed to by the parties, termination of this Agreement shall
automatically accelerate the due date of all invoices for Products such that
they shall become immediately due and payable on the effective date of
termination.
Lucent and Six R Proprietary
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(e) Upon notice of termination, Lucent shall be entitled to reject all or a part
of any orders received from Vendor after notice but prior to the effective date
of termination.
Notwithstanding any credit terms made available to Vendor prior to that time,
any Product shipped after notice of termination and prior to effective date of
termination shall be paid for by certified or cashier's check prior to shipment.
Upon termination or non-renewal of this Agreement, Vendor shall immediately:
(1) Discontinue any and all use of marks (as defined in the Paragraph
TRADEMARKS) except to identify the Products, including but not
limited to such use in advertising or business material of
Vendor;
(2) Remove and return to Lucent or destroy at Lucent's request, any
and all promotional material supplied without charge by Lucent;
(3) Return, upon request, all Lucent Information as described in the
paragraph Use of Information or provided under the Nondisclosure
Agreement between the parties dated July 9, 1996, except that
which Lucent agrees is necessary to operate and maintain
previously furnished Products;
(4) Cease holding itself out, in any other manner, as a Vendor
capable of purchasing or obtaining Products for or on behalf of
▇▇▇▇ Atlantic directly from Lucent; and
(5) Notify ▇▇▇▇ Atlantic and others who may, at the initiation of
Vendor, identify, list or publish Vendor's name as a Vendor
capable of purchasing or obtaining Products for or on behalf of
▇▇▇▇ Atlantic (including but not limited to publishers of other
businesses directories) to discontinue such listings.
24. SURVIVAL OF OBLIGATIONS
The respective obligations of Vendor and Lucent under this Agreement which by
their nature would continue beyond the termination, cancellation or expiration
hereof shall survive such termination, cancellation or expiration.
25. FORCE MAJEURE
Except with respect to Vendor's obligation to make timely payments, neither
party shall be liable to the other party for any loss, damage, delay or failure
of performance resulting directly or indirectly from any cause which is beyond
its reasonable control, including, but not limited to the elements;
extraordinary traffic conditions, riots; civil disturbances, wars; states of
belligerency or acts of the public enemy; labor disputes; strikes, work
stoppages, inability to secure raw materials, product or transportation
facilities; or the laws, regulations, acts or failure to act of any governmental
authority, including but not limited to denial of a U.S. Export License,
hereinafter referred to as "Force Majeure". A Party shall promptly notify the
other party of the occurrence of a Force Majeure event and the notifying party
shall be excused from any further performance of these obligations affected by
the Force Majeure Event for as long as such Force Majeure Event continues and
such party uses and continues to use its best efforts to recommence performance.
Failure of either party to perform under this Agreement because of the endurance
of a Force Majeure event for more than three (3) months will represent grounds
by either party for its
Lucent and Six R Proprietary
18
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termination of the portion of this Agreement affected by the Force Majeure
Event.
19
Page 19
26. ASSIGNMENT
Except as provided in this clause, neither party shall assign this Agreement or
any right or interest under this Agreement, nor delegate any work or obligation
to be performed under this Agreement, (an "Assignment") without the other
party's prior written consent. Nothing shall preclude a party from employing a
subcontractor in carrying out its obligations under this Agreement, but a
party's use of such subcontractor shall not release the party from its
obligations under this Agreement. An attempted assignment or delegation in
contravention of this clause shall be void and ineffective. Lucent has the sole
right to assign this Agreement and to assign its rights and delegate its duties
under this Agreement, in whole or in part, at anytime and without Vendor's
consent, to any corporate parent or to any present Affiliate or to any
combination of the foregoing, provided that Lucent give prompt written notice of
such assignment to Vendor.
27. SEVERABILITY
If any provision in this Agreement, or any portion thereof is subsequently held
to be invalid or unenforceable under any applicable statute or rule of law, then
that provision or portion notwithstanding, this Agreement shall remain in full
force and effect and such provision or portion shall be deemed omitted and this
Agreement shall be construed as if such invalid or unenforceable provision or
portion had not been contained herein.
28. RELEASE VOID
Neither party shall require release or waivers of any personal rights from
representatives of the other in connection with visits to its premises and both
parties agree that no such releases or waivers shall be pleaded by them in any
action or proceeding.
29. NON-WAIVER
No waiver of the terms and conditions of this Agreement, or the failure of
either party to strictly enforce any term or condition of this Agreement on one
or more occasions shall be construed as a waiver of the same of any other term
or condition of this Agreement on any other occasion.
30. CHOICE OF LAW
The construction, interpretation and performance of this Agreement shall be
governed by the laws of the State of New York, except for its conflicts of law
provisions.
31. TECHNOLOGY OWNERSHIP
Lucent retains sole ownership of the design, assembly, testing rights and
information, regardless of Vendor's contribution to the value of those rights,
design and information. Lucent's sale of the Products to Vendor; Lucent's grant
to Vendor of the right to assemble, package, and sell the Product, conveys no
ownership rights whatsoever in any Product or the Product.
Lucent and Six R Proprietary
20
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32. NOTICES
All notices, requests, approvals and other communications ("Notices") required
or allowed under this Agreement shall be in writing and addressed as set forth
below or to such other person and/or address as either party may designate by
written Notice pursuant thereto. Such Notices shall be deemed to have been given
when received. Notices may be delivered by hand or sent by prepaid certified or
registered airmail, confirmed facsimile or electronic mail, provided a copy is
also forwarded by prepaid registered airmail.
Lucent Technologies, Inc. World Wide Technology
Contract Management Director Director - Business Operations
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Tojd
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
VENDOR:
33. PURCHASE MONEY SECURITY INTEREST
(a) Subject to Lucent's prior written notice hereunder to Vendor of Lucent's
intent to file purchase money security documents as set forth in the
following and Vendor's failure to resolve any default(s) leading to such
action within ten (10) days of Lucent's notice, Lucent reserves and Vendor
agrees that Lucent shall have a purchase money security interest in all
Products heretofore sold or hereafter sold to Vendor by Lucent under this
Agreement, until any and all payments and charges due Lucent under this
Agreement including, without limitation, shipping and installation charges,
are paid in full. Lucent shall have the right, at any time during the Term
and without notice to Vendor, to file in any state or local jurisdiction
such financing statements (e.g., UCC1 financing statements) as Lucent deems
necessary to perfect its purchase money security interest hereunder. Vendor
agrees to execute and deliver to Lucent all such financing statements and
other documents as Lucent deems necessary to perfect its purchase money
security interest hereunder. Notwithstanding the foregoing obligation,
Vendor hereby irrevocably appoints Lucent as its attorney-in-fact for
purposes of executing and filing such financing statements and such other
documents prepared by Lucent or its designated agent for purposes of
perfecting Lucent's security interest hereunder. Vendor also agrees that
this Agreement may be filed by Lucent in any state or local jurisdiction as
a financing statement (or as other evidence of the Lucent's purchase money
security interest).
(b) In addition to any other remedy available to Lucent as provided herein, by
common law and by statute, Lucent may exercise its right to reclaim all
Products sold to Vendor pursuant to U.C.C. Section 2-702 or such other
applicable provision as if may exist from state to state, upon discovery of
Vendor's insolvency, provided Lucent demands in writing reclamation of such
goods before ten (10) days after receipt of such goods by Vendor, or if
such 10 day period expires after the
Lucent and Six R Proprietary
21
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commencement of a bankruptcy case, before twenty (20) days after receipt of
such goods by the Vendor.
34. SETTLEMENT OF DISPUTES
(a) The following procedures shall apply after the Effective Date to any
dispute or disagreement between the Parties arising out of this Agreement,
provided, however, that this Section shall not apply to indemnification
claims arising under this Agreement nor to actions for injunctive relief by
one party against the other.
(b) First:
(1) either Party may give written notification of such dispute or
disagreement to the other party, if the other Party is Vendor, to the
President and CEO of Vendor, or if the other Party is Lucent, to the
Vice-President Sales, ▇▇▇▇ Atlantic Region ("RVP") (together being the
Senior Executive Officers or "SEOs") and
(2) the SEOs shall communicate with each other promptly with a view to
resolving such dispute or disagreement within sixty (60) days of commencing
their negotiations (or such extended period as the SEOs agree is
appropriate in any case).
(c) The giving of any notice regarding any dispute or disagreement hereunder
shall toll the running of all applicable statutes of limitation until the
later of (a) ninety (90) days following the giving of such notice or (b)
thirty (30) days following the termination of discussions between the SEOs.
(d) Second, if at the end of the sixty (60) day period contemplated hereunder
(or if later the termination of discussions between the SEOs), such dispute
or disagreement remains unresolved, either Party may request that such
dispute or disagreement be the subject of non-binding mediation. Following
such request, the SEOs shall endeavor in good faith promptly to identify a
single person (who shall be a person with experience and good reputation)
who shall assist the SEOs in discussing such dispute or disagreement and in
attempting to reach a mutually acceptable business resolution. Such
mediation process shall continue for at least sixty (60) days following the
request therefor (or such extended or shorter period as the SEOs agree is
appropriate). All applicable statutes of limitation shall be tolled during
the period of mediation.
(e) Third, if at the end of the sixty (60) day period contemplated by hereunder
(3.) (or the termination of non-binding mediation), such dispute or
disagreement remains unresolved, either Party (the "complainant") may
commence an action in court of competent jurisdiction within the United
States of America.
35. GRANT OF LICENSE
(a) The license for Licensed Materials with "Tear-Me" or "Tear-Open" licenses
shall be as provided in those licenses and shall be provided by Vendor in
their unopened original package to the end-user.
Lucent and Six R Proprietary
22
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(b) For all other Licensed Materials which are provided to Vendor for its
own use, Lucent retains title to the Licensed Materials and grants Vendor a
personal, non-transferable (except as provided in this clause LICENSE FOR
LICENSED MATERIALS (c) below) and non-exclusive license to use Licensed
Materials in the Territory on a single Designated Processor for its own
business operations. The Licensed Materials shall not be copied in whole or
in part except as necessary for authorized use and each copy shall bear the
same copyright and proprietary marks as the original. Vendor shall not
reverse engineer, decompile or disassemble any Software.
(c) Lucent grants to Vendor the right to sublicense Licensed Materials to
▇▇▇▇ Atlantic only, provided Vendor obtains a written license agreement
from its sublicensee which provides that it accepts the license under the
terms provided in ▇▇▇▇ Atlantic contract number BCO3344 between ▇▇▇▇
Atlantic and Lucent or contract number x-105-D, also between ▇▇▇▇ Atlantic
and Lucent.
36. PARAGRAPH HEADINGS
The paragraph headings contained in this agreement are for the convenience only
and are not intended to affect the meaning or interpretation of this Agreement.
* Confidential treatment will be requested
38. ENTIRE AGREEMENT
(a) The terms and conditions contained in this Agreement supersede all prior
oral or written understandings between the parties and shall constitute the
entire Agreement between them concerning the subject matter of this
Agreement and shall not be contradicted, explained or supplemented by any
course of dealing between Lucent or any of its Affiliates and Vendor or any
of its Affiliates. Lucent's employees, statements and its advertisements or
descriptions other than its published specifications do not constitute
warranties or other contractual obligations and shall not be relied upon by
Vendor as such. There are no understandings or representations, express or
implied, not expressly set forth in this Agreement. No terms or conditions
contained in any order or other form originated by Vendor shall apply
except for quantity, description, and delivery schedule terms.
Notwithstanding anything herein to the contrary, the parties intend that
the Nondisclosure Agreement entered into by the parties dated July 9, 1996
shall remain in full force and effect; that the Value Added Reseller
Agreement between the parties dated June 1, 1997 shall also remain in full
force and effect; and that any agreement between the parties not otherwise
identified herein not related to the Vendor status shall continue
unaffected by this Agreement.
(b) This Agreement shall not be modified or amended except by a writing signed
by the parties to be charged, and no changes or additions to this Agreement
shall be binding upon Lucent unless signed by an authorized representative
of Lucent.
(c) Both parties acknowledge they are sophisticated business entities with
access to legal and financial
Lucent and Six R Proprietary
23
Page 23
counsel of their choosing and that each has had the opportunity to comment
upon and seek modifications to this Agreement. Therefore the rule of law of
construction of ambiguities against the drafter shall not apply.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
LUCENT TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- ------------------------------------
Title: Associate Vice President Title: Director - Telco Business Unit
-------------------------- -----------------------------------
Date: 12/18/98 Date: 12/18/98
-------------------------- -----------------------------------
Lucent and Six R Proprietary
24
Page 24
* Confidential treatment requested
25
* Confidential treatment will be requested
26
* Confidential treatment will be requested
27
Amendment ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGIES, INC.
AND
LUCENT TECHNOLOGIES, INC.
Lucent Technologies, Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 as follows:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGIES INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------- ------------------------------------
Typed Name: ▇. ▇. ▇▇▇▇▇▇▇ Typed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------ --------------------------
Title: Regional Contract Title: Director Business Operations
---------------------- -------------------------------
Management Director
----------------------
Date: March 17, 1999 Date: 4/1/99
---------------------- ------------------------------
28
3/18/99
* Confidential treatment will be requested
29
AMENDMENT NO. 2 TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technology Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
[* Confidential treatment will be requested]
2. To correct a numbering reference error, Paragraph 13 is deleted in its
entirety and replaced by the following:
13. INVOICING [* Confidential treatment will be requested]
(a) Invoices for Products will be sent upon shipment, or as soon thereafter as
practical. Lucent may make partial shipments of Vendor's orders. Such
partial shipments shall be separately invoiced.
* Confidential treatment will be requested
30
(d) Vendor shall be liable for and shall reimburse Lucent for all taxes and
related charges (including any interest and penalties), however designated
(excluding taxes on Lucent's net income) imposed upon or arising from the
provision of or the transfer, sale, license, or use of Products, or other
items provided by Lucent. Taxes reimbursable under this clause shall be
separately listed on the invoice.
(e) Lucent shall not collect the otherwise applicable tax if Vendor's purchase
is exempt from Lucent's collection of such tax and a valid tax exemption
certificate is furnished by Vendor to Lucent.
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------- ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------- ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
-------------------------------------- ------------------------------------
Title Title
3/26/99 4-1-99
-------------------------------------- ------------------------------------
Date Date
31
Page 1 of 1
* Confidential treatment will be requested
32
AMENDMENT NO. 3 TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technology Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
*Confidential treatment will be requested.
*Confidential treatment will be requested.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
3/26/99 4-1-99
------------------------------------ ------------------------------------
Date Date
33
* Confidential treatment will be requested
Page 1 of 1
34
AMENDMENT NO. 4 TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
3/26/99 4-1-99
------------------------------------ ------------------------------------
Date Date
35
* Confidential treatment will be requested
36
AMENDMENT NO. 5 TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
3/26/99 4-1-99
------------------------------------ ------------------------------------
Date Date
37
* Confidential treatment will be requested
Page 1 of 1
38
Amendment ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
6/28/99 7-6-99
------------------------------------ ------------------------------------
Date Date
39
* Confidential treatment will be requested
40
Amendment ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
7/13/99 7/14/99
------------------------------------ ------------------------------------
Date Date
41
* Confidential treatment will be requested
42
Amendment ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
6/28/99 7-6-99
------------------------------------ ------------------------------------
Date Date
43
* Confidential treatment will be requested
44
Amendment ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
* Confidential treatment will be requested
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
Sept.1, 1999
------------------------------------ ------------------------------------
Date Date
45
*Confidential treatment will be requested.
46
Amendment ▇▇. ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
*Confidential treatment will be requested.
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇. ▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Signature Signature
▇. ▇. ▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Typed Name Typed Name
Regional Contract Management Director Director
------------------------------------ ------------------------------------
Title Title
9/22/99
------------------------------------ ------------------------------------
Date Date
47
* Confidential treatment will be requested
48
Amendment ▇▇. ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ TO THE RESELLER AGREEMENT
BETWEEN
WORLD WIDE TECHNOLOGY INC.
AND
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. and World Wide Technologies Inc. hereby agree to amend
the Product Resale Agreement dated December 18, 1998 and as amended:
5. TERM
The term of this Agreement will be extended for one (1) year through
December 18, 2000.
All other terms and conditions are reaffirmed and remain unchanged.
In WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the date indicated.
LUCENT TECHNOLOGIES INC. WORLD WIDE TECHNOLOGY INC.
/s/ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Signature Signature
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Typed Name Typed Name
Contract Manager
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Title Title
12/15/99 12/22/99
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