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EXHIBIT 10.28
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY AN **, HAVE BEEN
SUBMITTED TO THE COMMISSION WITH THE CONFIDENTIAL TREATMENT REQUEST.
AGREEMENT BETWEEN
VASCO DATA SECURITY AND S.I. ELECTRONICS
FOR THE PRODUCTION, PACKAGING, TESTING AND DELIVERY
OF THE DIGIPASS V5.1 TOKEN
Article 1 - Definitions -4-
Article 2 - Scope -4-
Article 3 - Order and Delivery Mechanism -4-
Article 4 - Delivery Conditions -4-
Article 5 - Prices and Payment -5-
Article 6 - Housing Colour/Logo/Packaging -6-
Article 7 - Digipass V5.1 delivery batch acceptance test -7-
Article 8 - Warranty and epidemics -7-
Article 9 - Liability and insurance -8-
Article 10 - Cancellation/Late Delivery and Penalties -9-
Article 11 - Confidentiality -10-
Article 12 - Property of intellectual rights -10-
Article 13 - Effective date and termination -11-
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This agreement is made by and between
- VASCO DATA SECURITY NV/SA, 113 Chaussee de Courcelles, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, hereinafter referred to as VASCO
and
- S.I. ELECTRONICS LIMITED, ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Hung To
Road, ▇▇▇▇ ▇▇▇▇, Kowloon, Hong Kong, hereinafter referred to as "SIE"
whereas
1. VASCO desires SIE to produce, package, test and ship tokens such as the
DIGIPASS V5.1.
2. SIE is willing and able to produce, package, test and ship tokens such as
the Digipass V5.1 for VASCO.
THEREFORE, NOW, THE PARTIES HEREBY DECLARE AND AGREE AS FOLLOWS
ARTICLE 1 - DEFINITIONS
The following singular terms are used in this AGREEMENT in either singular or
plural with capital letters. In this AGREEMENT, these terms are understood to
have the following meanings:
1.1 Agreement means the agreement embodied in this document
together with its Attachments thereto, which form an integral part of
the AGREEMENT and any further agreement made subsequently between the
parties in connection therewith or in pursuance thereof.
1.2 Third party means any party other than VASCO or SIE.
1.3 The Digipass V5.1 token means the object as described in Attachment
___, hereinafter referred to as Digipass V5.1
ARTICLE 2 - SCOPE
2.1 The AGREEMENT contains the general terms and conditions upon which
SIE is prepared to guarantee the production, packaging, testing and
delivery of the Digipass V5.1 and other tokens for VASCO.
2.2 SIE accepts that it will not produce the Digipass V5.1, or similar
products for other
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customers without the written consent of VASCO.
ARTICLE 3 - ORDER AND DELIVERY MECHANISM
3.1 VASCO will pass order(s) for the production and delivery of Digipass V5.1
tokens. Each order will contain a SHIPMENT SCHEDULE stipulating:
a. one or more production and delivery batches
of 10,000 units;
b. specific reference for each delivery batch
(e.g. lot and serial number assignment mechanism as proposed
in our fax on January 19, 1997);
c. shipment dates of the respective delivery
batches from Hong Kong;
d. transportation method (by sea or by air) for
each delivery batch;
e. delivery condition for each delivery batch
(DDP or DDUP Brussels Brucargo);
f. packaging methods;
g. serial numbers of the Digipass V5.1 to be
delivered in a specific delivery batch.
3.2 Order or order amendments issued by VASCO will be confirmed
within seven (7) calendar days by SIE. The shipment schedule as
described in the order can only be amended in conformity with
article 3.4 below.
3.3 SIE will keep VASCO informed on its stock of EPSON processors on a
monthly basis, so that VASCO can provide sufficient epson
processors in time.
3.4 Order amendments/increase or delay of production quantity.
At the occasion of each increase or delay of the production
quantity VASCO will send the Order and Delivery Schedule for
confirmation to SIE.
* Production Increase or advancing production SIE will be
able to increase the production capacity with respectively
** tokens if Vasco informs hereto respectively 14 days, 21
days, 28 days, or 35 days before the actual shipment date,
provided sufficient EPSON processors are in stock.
Note that:
- VASCO is not allowed to increase production
beyond ** tokens per month.
- a new order will be issued in case total
order and production quantity is increased.
* Delaying production (maximum 3 months from
the scheduled shipment date)
within 30 days : No rescheduling possible
Within 30 to 60 days : 50% of original PO quantity
Over 60 days : 100% of original PO
quantity
Note that VASCO has to amend the Last Shipment Date and
Expiry Date of the Letter of Credit prior to delaying
production, if due to such delay the delivery would no
longer be covered by the standby L/C.
3.5 VASCO has to inform SIE latest 2 calendar weeks before shipment date
about
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(a) shipment method (by sea or by air) and (b) delivery condition
(duty unpaid or duty paid), if this is not yet stipulated in the order or
if VASCO desires to change the shipment method and/or delivery condition
as stipulated in the shipment schedule.
ARTICLE 4 - DELIVERY CONDITIONS
4.1 SIE will ship the Digipass V5.1 DDP or DDU Brussels Brucargo, depending
on the instructions given by VASCO in the shipment schedule or later on by
fax.
4.2 SIE will inform VASCO upon date of shipment in Hong Kong and estimated
date of delivery in Brussels Brucargo, latest two days prior to shipment.
4.3 SIE will ship the Digipass V5.1 tokens with the following documents:
a. Original Invoice in 3 copies
b. Packing list stipulating
- number of master cartons
- individual number of each master carton
- serial number range of the tokens in each master carton
c. adequate insurance
d. Clean on board marine ▇▇▇▇ of lading issued by the carrier to order,
marked freight collect, showing
notify VASCO DATA SECURITY
OR
Airwaybill, copy no. 3, issued and signed by the carrier
marked freight collect, showing notify VASCO DATA SECURITY.
e. Copy of SGS certificate of inspection certifying quantity, quality
and serial number range of the Digipass V5.1 tokens.
f. Original GSP Form A document
4.4 SIE will ship the Digipass V5.1 tokens in the packaging as stipulated in
the order.
ARTICLE 5 - PRICES AND PAYMENT
5.1 SIE guarantees the prices for the Digipass V5.1 as stipulated in
Attachment 1 for a period for 36 months following the signature of the
Agreement.
5.2 In order to cover the payment of the orders, VASCO will establish a
standby Letter of Credit with the condition of L/C payment at sight
against remittance of following documents:
1. Beneficiary's signed statement that applicant has failed to make
payment within 14 days upon the actual shipment date mentioned in
the AWB OR B/L.
2. Photocopy certified conform of original B/L
OR AWB made out to the order of VASCO.
3. Original and copy OF COMMERCIAL INVOICE
UNPAID.
4. Original and copy of PACKING LIST.
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5. Copy of certificate of inspection issued by
SGS.
6. Copy of the GSP Form A certificate of ______
origin issued by the competent authority and bearing the
reference number.
5.3 100% of cash payment by T/T remittance against full set of original
documents including invoice, packing list, B/L or AWB, SGS certificate and
copy of GSP FormEA document sent by Federal Express. VASCO will pay for
the goods within latest 14 days upon actual shipment dated mentioned in
B/L or AWB.
5.4 Standby L/C payment negotiation will only be proceeded if VASCO failed to
pay within 14 days upon the actual shipment date.
5.5 Prices mentioned in original invoice will be DDP Brussels Brucargo by
air. If a specific delivery is executed DDU and/or by sea in accordance
with the VASCO instructions, then SIE will provide a credit note for the
difference between the price DDP Brussels Brucargo by air and the price
DDU and/or by sea as stipulated in Attachment 1.
ARTICLE 6 - HOUSING COLOUR/LOGO/PACKAGING
6.1 The Packaging conditions for the Digipass V5.1 are described in the
attachment 2 Packaging
6.2 The colour of the Digipass V5.1 housing can be customised without extra
charge in case or orders of minimum ** units.
6.3 SIE can print a customised logo on the Digipass V5.1 without extra charge
provided VASCO informs SIE latest one month prior to shipment date
stipulated in the order unless otherwise specified.
ARTICLE 7 - DIGIPASS V5.1 TOKEN DELIVERY ACCEPTANCE TEST
7.1 Under the responsibility of SGS, a THIRD PARTY neutral organisation, an
acceptance test, as described in Attachment 3, shall be carried out before
shipment. SGS will issue a SGS Certificate if the test results for the
inspected TOKEN batch meet the AQL of the SGS Acceptance Protocol as
defined in Attachment 3.
7.2 A TOKEN batch delivered in packaging as described in Attachment 2, with
all documents mentioned in article 4, including the SGS Certificate of
Inspection will be accepted by VASCO.
7.3 If the packaging/cartons are damaged, VASCO will make a claim for the
insurance, refuse to accept the goods and verify within a reasonable time
whether
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the Digipass V5.1 in the damaged packaging/cartons are defective.
If the Digipass V5.1 tokens are defective, warranty as specified in
Article 8, is applicable.
7.4 If VASCO accepts the goods as such, only claims related to the contents
of the cartons remain possible. Missing Digipass V5.1 tokens have to be
notified in writing to SIE within two months upon the receipt of the
Digipass V5.1 For claims related to visual conformity and functionality,
warranty is applicable.
ARTICLE 8 - WARRANTY AND EPIDEMICS
8.1 Warranty of the Digipass V5.1 token batch covers only defects resulting
from manufacturing or development inadequacies or transportation to the
delivery address or the use of unsuitable materials by SIE. The warranty
period is 14 months upon physical delivery in Brussels Brucargo of the
Digipass V5.1.
8.2 The Digipass V5.1 are tested and guaranteed on the aspects as described
in Attachment 3. For each of these aspects, possible defects are
classified in three categories, see Attachment 4: critical defects, major
defects and minor defects. Critical defects will always result in
replacement of the defective TOKENS. Major defects noticed during first
personalisation will be replaced, provided this notification reaches SIE
not later than 3 months after physical delivery of the tokens to VASCO.
In other situations major and minor defects will only result in
replacement in case these defects are of epidemic nature.
8.3 VASCO shall notify the defect to SIE in writing, including a complete
description of the defect within the warranty period. Defective Digipass
V5.1 will only be returned fright collect for evaluation purposes. Both
parties will decide upon return and/or replacement of the defective
products within three weeks after receipt by SIE of the notification from
VASCO. VASCO certifies to undertake all possible effort to prevent the
use of the Digipass V5.1 outside their specifications.
8.4 SIE will undertake all possible efforts to replace defective TOKENS as
soon as possible. The replacement Digipass V5.1 tokens will be delivered
duty paid Brussels Brucargo within latest 45 calendar days upon the
VASCO's written notification including problem description to SIE. Should
problems arise with above mentioned replacement of defective Digipass
V5.1, both parties will in this case review the situation by mutual
consulting, and work out a solution.
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8.5 An epidemic covers only those defects resulting from manufacturing or
development or the use of unsuitable materials by SIE. An epidemic occurs
for any of the Digipass V5.1, when a failure level, during personalisation
and in the field cumulatively exceeds over the period of one year, on a
specific parameter of failure mode the levels indicated in Attachment 4 on
any single delivery batch and this within maximum twenty four months upon
physical delivery to VASCO of these Digipass V5.1 tokens.
8.6 In the event that in the tokens supplied by SIE based on the conditions
of Agreement and the purchase orders thereof, there should develop an
epidemic, SIE shall take appropriate actions to remedy such defects in
agreement with VASCO and in accordance with reasonable standards
applicable to the individual circumstances.
8.7 In such event, shipment of undelivered tokens related to purchase orders
will be postponed at VASCO's request (provided these TOKENS have not yet
passed SGS test procedures), until the cause of the epidemic has been
corrected. If within sixty calendar days after VASCO's notice regarding
the epidemic, SIE has not proposed a solution, VASCO will be entitled to
cancel pending purchase orders without any liabilities for such
cancellation.
8.8 VASCO shall notify the epidemic to SIE in writing including a complete
description of the defect within the epidemic period.
ARTICLE 9 - LIABILITY AND INSURANCE
9.1 SIE shall ensure that if the delivery term(s) cannot be achieved in
accordance with the delivery term(s) stipulated in the order(s) issued by
VASCO and agreed upon by SIE, this will be reported forthwith to VASCO.
9.2 SIE warrants that the Digipass V5.1 is in conformity with agreed
specifications and free from faults in manufacture and materials.
ARTICLE 10 - CANCELLATION/LATE DELIVERY AND PENALTIES
10.1 Cancelling an order by VASCO for reasons not related to a serious default
made by SIE in its obligations, will entitle SIE to the following
payments:
Cancellation from scheduled shipment date
- 0 - 30 days : 100% of FOB unit price
- 31 - 50 days : 70% of FOB unit price
- 51 - 75 days : 50% of FOB unit price
- over 75 days : no charge
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10.2 Late delivery by SIE
The terms and conditions related to late delivery of order(s) for
Digipass V5.1 tokens are the following:
a. SIE has a grace period of 20 business days following the delivery
date as defined by VASCO and confirmed by SIE.
b. VASCO may claim penalties for late delivery up to 0.5 percent per
full business week of delay beyond the grace period. This penalty
may only be calculated on Digipass V5.1 tokens which are delayed
beyond the grace period.
c. Penalties for late delivery may not exceed 12% of the FOB value
of the Digipass V5.1 delayed beyond the grace period. If no
Digipass V5.1 tokens have been supplied within 3 months following
the expiry of the period for a specific delivery, then VASCO has the
right to cancel the order for this delivery.
ARTICLE 11 - CONFIDENTIALITY
11.1 SIE undertakes to take adequate precautions to ensure
confidentiality in relation to all data which may come to the
knowledge of SIE or persons contracted by SIE in connection with
the execution of this AGREEMENT while carrying on activities on
behalf of VASCO.
ARTICLE 12 - PROPERTY ON INTELLECTUAL RIGHTS
12.1 SIE agrees that Vasco owns all right, title and interest in
the product lines that include the Products now or hereafter
subject to this Agreement and in all of Vasco's patents,
trademarks, service marks, tradenames, inventions, copyrights,
know-how and trade secrets relating to the design, manufacture,
operation or service of the Products.
This Agreement is subject in every case to the condition that it
does not convey any license, expressly or by implication, to
manufacture, reverse assemble, reverse compile, duplicate, or
otherwise copy or reproduce any of the Vasco Products for Third
Parties directly or indirectly, in the absence of express written
agreement of the contrary. H.I.W. Associates shall take
appropriate steps as Vasco may request to inform its customers of
and assure their compliance with the restrictions contained in
this Subparagraph of article 12.
12.2 SIE is will supply to VASCO all drawings, specifications
and other documents, production files and materials necessary to
start up a second source for the production of the Digipass V5.1,
and this within three months upon signature of the Agreement.
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12.3 Patent and copyright indemnity Vasco, except as otherwise
provided below, shall defend or settle any claim or proceeding
against SIE so far as it is based on an allegation that any
Product of Vasco's standard manufacture, design and
composition infringes patents or registered copyright when used
as Vasco contemplated and provided that Vasco shall have sole
control of any such action or settlement negotiations. SIE
agrees that VASCO at its sole option shall have no obligations
under this paragraph unless SIE notifies VASCO promptly in
writing of such claim, suit or proceeding and gives VASCO
authority to proceed as contemplated herein, and, gives VASCO
proper and full information and assistance to settle and/or
defend any such claim, suit or proceeding. The foregoing states
VASCO's entire liability and obligations and Purchaser's
exclusive remedy with respect to any claim or action alleging
infringement of any intellectual property rights.
12.4 Trademarks and Tradenames Nothing in this Agreement shall
grant SIE any right, title or interest in the Trademarks. At no
time during or after the term of this Agreement shall SIE
challenge or assist others to challenge the Trademarks or the
registration thereof or attempt to register any trademarks,
service marks or tradenames confusingly similar to those of Vasco.
ARTICLE 13 - EFFECTIVE DATE AND TERMINATION
13.1 The effective date of the AGREEMENT shall be January 21,
1997. The AGREEMENT shall initially continue in force until
January 21, 1999 and shall, subject to Article 13.2, thereafter be
extended for periods of one calendar year each.
13.2 Each party may terminate the AGREEMENT with effect from
January 21, 1997 or from each subsequent anniversary of the
AGREEMENT by giving the other party six months notice by
registered mail to that effect, provided, however, that the terms
and conditions of the AGREEMENT shall continue to govern any
delivery of TOKENS.
ARTICLE 14 - MISCELLANEOUS
14.1 This Agreement consisting of fourteen articles and the
Attachments listed and checked below constitutes the entire
understanding between the parties and supersedes any prior
proposal, representation or written agreement.
14.2 This Agreement and any alterations to, additions to, amendments,
deletions, modifications or waivers of any terms and conditions
contained herein and in the attached exhibits shall be binding
only if the Managing Directors of both parties have agreed to
them in writing.
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14.3 Both VASCO and SIE are not entitled to assign or transfer to a third
party without written consent of each other, the rights and benefits as
well as the duties and obligations under this Agreement.
14.4 If any provision of this Agreement shall be unlawful, void, or for any
reason unenforceable, it shall be deemed severable from, and shall in no
way affect the validity or enforceability of the remaining provisions of
the Agreement.
14.5 Any notice required or permitted by this Agreement shall be in writing
and shall be sent by certified or registered mail, postage prepaid, return
receipt requested, addressed to the other party at the address shown at
the end of this Agreement or to such other address for which such party
gives notice hereunder. Such notice shall be deemed to have been given
three (3) days after deposit in the mail.
14.6 In case of a conflict between any of the Articles of this Agreement and
the Attachments to this Agreement, the Agreement will prevail.
14.7 SIE is not liable for any delay in effecting deliveries due to force
majeure. A force majeure impediment is taken to mean an unforeseen event
which occurs after acceptance of orders, and which is beyond the
reasonable control of Vasco such as strike, blockade, war, mobilization,
riot, war, natural disaster, refusal of license by government or other
stipulations or restrictions by the authorities.
14.8 This agreement shall be governed and is construed according to the laws
of the Kingdom of Belgium. Only the Court of Brussels shall have
jurisdiction over all litigations which may arise under this Agreement.
14.9 Each of the parties hereto hereby agree to hold all confidential
information and trade secrets of the other party in confidence during and
after the term of this Agreement. The Distributor agrees to use
confidential information provided by Vasco solely for the performance of
this Agreement, and to take all necessary measures to prevent inadvertent
or unauthorized disclosure to third parties by its own authorized
personnel.
Vasco agrees to use all information received by the Distributor's
customers in confidence during and after the term of this Agreement. No
customer name or information shall be distributed to any third party
without written permission from the Distributor to Vasco.
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Attachments
The attachments checked below are attached to and made part of this Agreement.
Non disclosure Agreement
Attachment 1 - Prices Digipass V5.1
Attachment 2 - Logistics & Packaging
Attachment 3 - SGS Acceptance test
Attachment 4 - Classification of defects during warranty and epidemics
Attachment 5 - DRAFT
Made in two originals of which each party holds one.
For and on behalf of SIE For and on behalf of VASCO
date: date: 23/07/97
name: name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
signed: signed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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NON DISCLOSURE AGREEMENT
BETWEEN
S.I. ELECTRONICS LIMITED, ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Hung To Road,
▇▇▇▇ ▇▇▇▇, Kowloon, Hong Kong, ▇▇▇▇▇ ▇▇▇▇▇, hereinafter called "SIE"
AND
VASCO DATA SECURITY NV/SA., 113 Chaussee de Courcelles, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, represented by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, hereinafter called "VASCO".
Whereas, VASCO wishes to transmit and/or has transmitted to SIE proprietary
information (hereinafter referred to as INFORMATION) relating to VASCO's plans
to produce the Digipass V5.1. and similar products
Whereas, SIE wishes to evaluate whether it is (a) in the possibility to and (b)
interested to manufacture the product described in the INFORMATION in respect
of VASCO's technical and cost requirements.
Now, therefore, the parties hereto agree as follows:
1. The receiving party agrees that for a period of five (5) years from the
date of the Agreement, it shall take reasonable steps to prevent
disclosure of such INFORMATION it receives from the disclosing party,
provided that:
a) INFORMATION is supplied in tangible form and clearly marked
by the disclosing party as being confidential or proprietary.
b) INFORMATION otherwise disclosed, is identified in writing by
the disclosing party to the recipient within 14 days (fourteen)
after the date of disclosure as being confidential or proprietary.
Information thus disclosed shall in any case be treated as
confidential by the recipient for such period of 14 (fourteen) days.
c) any such writing disclosed to SIE are first provided to ▇▇.
▇▇▇▇▇ ▇▇▇▇▇ or any other person approved by SIE and ▇▇▇▇▇.
▇
▇▇
▇. The receiving party shall use at least the same degree of care to avoid
disclosure of the INFORMATION as it employs with respect to its own
confidential proprietary information.
3. The disclosing party agrees that the receiving party shall have no
obligation with respect to any such INFORMATION which:
a) is or becomes available to the public otherwise than by
breach of this Agreement by the receiving party, or
b) is proved to be made known to the receiving party
independently of the disclosing party without obligations of
confidentiality or non-use, or
c) can be proved to have been in the possession of the receiving
party prior to execution of this Agreement or to have been developed
subsequently independently by the receiving party, or
d) is explicitly approved for release by the disclosing party.
4. All tangible forms of the INFORMATION such as written documentation,
delivered pursuant to this Agreement shall be and remain the property of
the disclosing party and all such tangible INFORMATION shall be promptly
returned upon written request, or destroyed at the disclosing party's
option.
5. This Agreement and any discussions thereunder shall not limit either
party's development and marketing of products or systems involving
technology or ideas of similar nature to that disclosed, nor will this
Agreement prevent either party from undertaking similar efforts or
discussions with third parties including competitors of the disclosing
party, provided that the obligations thereunder are not violated.
6. It is understood by both parties that such INFORMATION may relate to
products that are under development or planned for development. The
disclosing party makes no warranties regarding the accuracy of this
INFORMATION. The disclosing party accepts no responsibility for any
expenses, losses, or action incurred or undertaken by the receiving party
as a result of the receipt of the INFORMATION. It is further understood
by the receiving party that the disclosing party does not warrant or
represent that it will introduce any product to which the INFORMATION
disclosed here is related.
7. Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise, expressly, impliedly, or
otherwise for any invention, discovery or improvement made, conceived or
acquired prior to or after the date of this Agreement.
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8. This Agreement shall come into effect upon the last signature hereto and
shall remain in force indefinitely unless one of the two parties considers
that the purpose of the Agreement cannot be achieved. In this case, the
Agreement can be terminated by a ninety (90) days written notice.
9. MISCELLANEOUS
9.1 Amendments to this Agreement shall be valid only if agreed upon by an
instrument in writing duly signed by both parties and expressly called
amendment.
9.2 In the event that any provision of this Agreement should be held to be
invalid or unenforceable, the remaining provisions shall not be affected
hereby. Should an individual provision of this Agreement be held invalid
or unenforceable, the parties hereto shall agree on a new provision
corresponding to the ineffective provision which it is replacing.
9.3 This Agreement shall be governed by the laws of Belgium.
9.4 In the event of differences between the parties in connection with the
Agreement or any agreement or arrangement incidental thereto, the parties
agree that the place of jurisdiction shall be at the registered place of
business of the defendant party.
For S.I. ELECTRONICS LTD. For VASCO DATA SECURITY NV/SA
Signed: For and on behalf of Signed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
S.I. Electronics Limited
Name: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director
Managing Director
Date: 23 Jan., 97 Date 23/01/97
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Production and Delivery Agreement between VASCO Data Security and S.I.
Electronics 17/01/97 R11
or Charleroi or Charleroi
transport by air **,- TBA **,-
transport by sea **,- TBA **,-
If due to optimisations proposed by VASCO in production, packaging or shipment,
the costs are reviewed, then the unit price will be adapted accordingly.
The CPU or processor used in the Digipass V5.1 is to be consigned to SIE by
VASCO.
The "TBA" prices for DDU in the above table will be defined in common agreement
between VASCO and SIE based on the actual costs incurred at the occasion of DDU
deliveries in the future.
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ATTACHMENT 2. LOGISTICS & PACKAGING
1. Serial Numbers
The serial number range of the Digipass V5.1 tokens delivered to VASCO
will be mentioned on the packing list.
The first serial number of a Digipass V5.1 in each external box will be
composed as follows: xxxxxx00.
The Digipass V5.1 tokens will be sorted in ascending (serial number)
order in the packaging as mentioned in Packaging/Option 2 below.
2. Packaging
For the start VASCO will have the possibility to opt for two different
packaging methods. VASCO has to inform SIE about the choice for one
the two packaging options.
Option 1 (packaging in use today)
- 100 per master carton
Option 2
All tokens are supplied in bulk format to Vasco, as follows:
- 200 per master carton
- in complete series of 10,000 ranging from xxxx0000 to
xxxx0000 +9999 (for this purpose SIE will need to print the labels
instead of receiving labels from Europe, because today a bad label
means a missing number).
- sorted
- in bubble bag
- without cardbox or wallet
- Cartons with cardboxes or wallets are sent separately (if so required)
in quantity requested by Vasco.
For both option 1 and 2, SIE will
- print the barcode labels
- provide packing list as stipulated in the agreement
- put labels on the carton mentioning CARTON NUMBER, NUMBER OF TOKEN
INSIDE and RANGE OF SERIAL NUMBERS and VASCO DATA SECURITY.
Second phase
Once VASCO will have developed a standard master carton for all VASCO
tokens, including the Digipass V5.1, the option 2 will be replaced by
the newly defined packaging.
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ATTACHMENT 3. SGS ACCEPTANCE TEST
1. AQL (Acceptance Quality Level)/Classification of defects
The AQL for a delivery batch or lot inspected in accordance with the
MIL-STD-105E GENERAL INSPECTION Level II shall be classified as:
1. Critical defects (CF) 0,4%
2. Major defects (M) 1%
3. Minor defects (m) 2,5%
2. Procedure if defects are detected during inspection by SGS
1. If number of defects exceeds AQL, the complete batch is
rejected and has to be reworked by SIE, and submitted for
inspection at a later time.
2. If the number of defects is below the AQL, the defective
tokens are reported (serial number and nature of defect) and
replaced. The replacement tokens have the highest serial number
and are packed in a separate box. However, in case under or over
shipments within specified tolerance are allowed, defective tokens
will not be replaced.
3. DESCRIPTION OF PRODUCT AND PACKAGING
Description of packaging (Option 1)
Inside the 100-pieces external box, two internal boxes with 50 pieces
each are found. Inside each 50-pieces internal box, 50 white carton
boxes are found.
Inside each white carton box, one finds a plastic bubble bag containing
a Digipass V5.1 token (=unit) combined with a black plastic wallet.
The serial number on the back of the unit has to be within the range
indicated on the 100-pieces external box.
Description of packaging (Option 2)
Inside the 200-pieces external box, two internal boxes with 100 pieces
each are found. Inside each 100-pieces internal box, 100 one finds a
plastic bubble bag containing a Digipass V5.1 token (=unit).
The serial number on the back of the unit has to be within the range
indicated on the 200-pieces external box.
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Description of boxing
Tokens are packaged in 100-pieces (Option 1) or a 200-pieces (Option 2)
boxes. Outside the 100-pieces or 200-pieces boxes, following
indications are present:
On both LONG side of the box
- Indication "FRAGILE" or "HANDLE WITH CARE" or equivalent
international symbol.
- Indication of "DIGIPASS" or "VASCO DATA SECURITY"
- Indication of "BRUSSELS" or "BELGIUM"
- N of the box in the shipment.
On both SHORT sides of the box
- Indication "FRAGILE" or "HANDLE WITH CARE" or equivalent
international symbol.
- Indication of "MODEL NO. V5-1"
- Range of Serial numbers as present inside the box. This
range should be within the range of serial numbers mentioned in
the up to date SHIPMENT SCHEDULE which forms an integral part of
the VASCO order.
Each external carton is closed with plastic tape and secured in both
directions with an additional plastic cord.
A pallet has a maximum height of _____ boxes.
Around and on top of the pallet is a plastic film in order to protect
against humidity during the transport or storage.
Description of unit (see reference unit)
Black plastic unit, similar to a pocket calculator, equipped with a
rubber keyboard and a LCD display. Another colour for the unit (e.g.
blue) is only allowed if specified explicitly on the documents.
On the back, two battery doors can be seen together with the following
labels or printing:
- plastic glued label with bar code and printed serial
number.
- printed CE logo.
- printed dp logo on the small battery door.
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4. FRI (Final Random Inspection)
The following elements are to be reviewed while carrying out an
operational test and appearance and conformity check. The SGS
certificate will indicate which units are not conform to the AQL in
regards to one or more of the elements.
Testing of package
1. clean appearance M
2. presence of unit CF
3. quality m
Testing of boxing
1. Sturdiness of box M
2. Conformity of pallet m
3. Protection with plastic film M
Appearance and conformity of unit
1. Presence of logo and labels CF
2. Appearance of unit M
3. Appearance of keyboard M
4. Presence printing on the buttons CF
5. Serial number corresponds
with indication on the box M
6. Appearance of _____ top and
bottom part of the plastic M
Operational test
1. Take a unit out of the enclosure
Without activating the unit, one has to see on the LCD 12 grey
rectangles, each existing out of 7 by 5 dots. If some lines of
dots are missing, the token is rejected.
2. Press the ON/OFF button.
The unit displays "V5.1" on the last 4 position of the LCD. The
displayed text is black while the background rectangles remain
grey.
3. Press the T button.
All dots on the display should be black, giving 12 black
rectangles, each existing out of 7 by 5 dots. If some lines of
dots are missing, the token is rejected.
4. Press the ON/OFF button.
On should see again on the LCD 12 grey rectangles.
5. SGS Instructions
Hereby enclosed is the Agreement between SIE and SOCIETE GENERALE
DE SURVEILLANCE S.A.
For each shipment, SIE will send SGS an inspection order
containing:
- the AQL as mentioned in section 1;
- the replacement procedure as described in
section 2;
- the FRI as described in section 3;
- the FRI as described in section 4;
- the then valid SHIPMENT SCHEDULE applicable
for the delivery batch to be investigated by SGS.
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ATTACHMENT 4. CLASSIFICATION OF DEFECTS USED DURING WARRANTY & EPIDEMICS PERIOD
1. Classification of Defects during warranty & epidemics period
1. The tokens are warranted on two aspects (see Table Warranty &
Epidemics Defects):
- visual conformity
- functional conformity
2. For each of these aspects, possible defects are classified in three
categories (see Table Warranty and Epidemics Defects):
- Type A defects: critical defects
- Type B defects: major defects
- Type C defects: minor defects
3. Depending on the category, different tolerance levels
(see Table Warranty & Epidemics Defects) are used during warranty
and epidemic period.
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TABLE WARRANTY AND EPIDEMICS DEFECTS
Classification TYPE A DEFECTS TYPE B DEFECTS TYPE C DEFECTS
-------------- -------------- -------------- --------------
Defects which results Defects which seriously Defects which to a minor
in impossibility to affect the possibility to extent affect the
use the token use the token possibility to use the
token
Warranty Epidemic Warranty Epidemic Warranty Epidemic
(1 year) (2 years) (1 year) (2 years) (1 year) (2 years)
Visual Conformity
during first
personalisation (1)
- presence logo (2) replace >3%
- presence label replace >3%
- appearance unit
major replace >15%
discrepancies
minor no replacement >25%
discrepancies
- traces of glue replace >15%
- scratches on replace >15%
LCD
Visual Conformity
after personalisation
- presence logo (2) no replacement >15%
- presence label no replacement >15%
- appearance unit
major no replacement >15%
discrepancies
minor no replacement >25%
discrepancies
- traces of glue no replacement >25%
- scratches on LCD no replacement >25%
Functionality
- buttons blocked replace >10%
- LCD broken replace >10%
- enclosure replace >10%
breakdown
- battery problem replace >10%
- functional replace >10%
failures
(1) notification not later than 3 months upon physical delivery
(2) Only if SIE was instructed to print a logo
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ATTACHMENT 5
STAND-BY LETTER OF CREDIT:
This draft is based on a L/C that covers deliveries over a period of 6 months.
BY ORDER OF VASCO DATA SECURITY, WE HEREBY ISSUE OUR IRREVOCABLE STAND-BY
LETTER OF CREDIT NR._____________________ IN FAVOUR OF SIE
DATE OF ISSUE: ASAP
DATE AND PLACE OF EXPIRY
21 DAYS AFTER LATEST DATE OF SHIPMENT
LATEST DATE OF SHIPMENT:
2 WEEKS AFTER LATEST DATE FORESEEN IN CONTRACT FOR SHIPMENT
(E.G. 2 WEEKS AFTER END OF FIRST SIX MONTH PERIOD)
CURRENCY US DOLLAR
UNIT PRICE **
MAX. AMOUNT: **
PAYMENT AT SIGHT AGAINST REMITTANCE OF FOLLOWING DOCUMENTS:
1/ BENIFICIARY'S SIGNED STATEMENT THAT VASCO HAD FAILED TO MAKE PAYMENT
WITHIN 15 DAYS UPON THE ACTUAL SHIPMENT DATE MENTIONED IN AIRWAYBILL (in
case of shipment by air) OR ▇▇▇▇ OF LADING (in case of shipment by sea).
2/ PHOTOCOPY CERTIFIED CONFORM OF ORIGINAL ▇▇▇▇ OF LADING OR AIRWAYBILL MADE
OUT TO ORDER OF VASCO
3/ ORIGINAL COMMERCIAL INVOICE UNPAID
4/ ORIGINAL PACKING LIST INDICATING NUMBER OF CARTONS, SERIAL NUMBER RANGE
OF THE DIGIPASS V5.1 TOKENS PER CARTON AND LOT ASSIGNMENT NUMBER
5/ COPY OF CERTIFICATE OF INSPECTION ISSUED BY SGS
6/ COPY OF GSP FORM A DOCUMENT STATING ORIGIN OF GOODS
DOCUMENTS TO BE PRESENTED TO _______________
PARTIAL SHIPMENTS ALLOWED
TRANSSHIPMENTS ALLOWED
DISPATCH FROM HONG KONG
SHIPMENT OF ** DIGIPASS V5 TOKENS DDP BRUSSELS BRUCARGO BELGIUM
