EXHIBIT 10.10
ASSIGNMENT
ASSIGNMENT, dated 01 June 1998. by and between BARTECH MEDITERRANEAN LTD
("'Assignor") and PROTEL BILGISAYAR LIMITED SIRKETI ("Assignee").
WITNESSETH
WHERAS, ASSIGNOR has executed with BARTECH S.A. ("Bartech") a Distribution
Agreement dated 01 June 1998 a copy of which is attached hereto as Exhibit" A"
(the" Agreement"); and
WHEREAS, ASSIGNOR acquired under the Agreement the right to distribute, market
and sell certain Products (as defined in the Agreement) in a given territory
including Turkey and the Turkish Republic of Northern Cyprus (collectively, the
"Sub-territory");and
WHERAS, ASSIGNOR desires to assign and ASSIGNEE desires to assume the rights and
obligations of the ASSIGNOR under the Agreement as such rights relate to the
Sub-territory.
NOW THEREFORE, for good and valuable consideration received, receipt and
sufficiency whereof is hereby acknowledged, ASSIGNOR and ASSIGNEE agree as
follows:
I. ASSIGNOR hereby assigns, transfers and delivers to ASSIGNEE and ASSIGNEE
hereby assumes all rights and obligation it has under the Agreement as such
rights and obligations relate to the Sub- territory .
2. In consideration for the assignment made hereunder, ASSIGNEE agrees to pay to
ASSIGNOR for as long as it exploits the assigned rights in the Sub-territory on
going fees to be calculated in accordance with Schedule" A "attached hereto.
3. The ASSIGNEE's rights and obligations arising from the assigned Agreement
shall not be prejudiced, terminated or adversely affected by any termination,
modification or amendment of the Agreement after the date hereof.
Notwithstanding the foregoing, the ASSIGNEE shall be entitled to ask BARTECH and
ASSIGNOR to permit it to benefit from any subsequent modifications which BARTECH
and ASSIGNOR may make to the Agreement and which are in ASSIGNEE's opinion
desirable.
4. This ASSIGNMENT shall be governed by the laws of the Republic of Turkey and
any disputes arising hereunder shall be submitted to arbitration under the Rules
for Reconcilliation and Arbitration of the International Chamber of Commerce
before a panel of three arbitrators elected in accordance with such rules.
provided that any and all disputes arising under the Agreement shall be subject
to the dispute resolution provisions thereof.
5. IN WITNESS WHEREOF, the parties have executed this ASIGNMENT as of the date
first written herein above.
BARTECH MEDITERRANEAN LTD. PROTEL BILGISIAR LIMITED
SIRKETI
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ Metin Arghan
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Signature: Signature:
BARTECH S.A. hereby consents to
The assignment in accordance
With Article 21 of the agreement
And agrees to the provisions hereof.
BARTECH S.A
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Schedule "A"
Percentage of complete turnkey system
For sales effecluated between Price (excluding taxes. duties. fees and charges)
June 1, 1998 - Mai: 31, 1999 5%
June 1, 1999 - Mai: 31, 2000 5.5%
June, 1, 2000 - ( ) 6%
The ASSIGNEE will pay to the ASSIGNOR the above-mentioned fees no later than 15
days following the completion of an installation (or will pay the partial fee in
case of a partial installation). Notwithstanding paragraph 3 of this agreement,
a delay in the payment of the fees of more than 30 days will give the right to
the ASSIGNOR to immediately terminate this Agreement.