Exhibit 10.44
TECHFORCE CORPORATION SERVICE AGREEMENT
This equipment Service agreement (the "Agreement"), made as of the date signed
below, by and between TECHFORCE CORPORATION, a Florida corporation ("TechForce")
and Sears, Xxxxxxx and Co., a New York corporation ("Customer").
RECITALS
1. The Customer desires to engage TechForce to perform the services
described in this Agreement.
2. TechForce is experienced, willing and able to perform the services for
the Customer in accordance with the terms of this Agreement.
3. Whereas, under the terms and scope of this agreement, TechForce,
operating as an on-site service provider will supply to the Customer,
in support of Personal Computers and Personal Computer peripheral
devices, on-site service and parts return from the Authorized Service
provider (ASP).
FOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement,
TechForce and Customer (the "parties") agree as follows:
Section 1. Scope of Work.
(a) In consideration of Customer's payments under this Agreement, TechForce
shall perform, in accordance with the terms of this Agreement, the
services described in Section 4 below (the "Work") on all personal
computer and personal computer peripherals sold by Customer (the
"Equipment") to its end users ("End Users").
Section 2. Term.
(a) The term of this Agreement (the "Term") shall commence on the date of
execution of this Agreement and shall remain in effect for a period of
twelve (12) months, unless terminated earlier by TechForce or Customer
in accordance with the terms of this Agreement. At the expiration of
the twelve-month term, this Agreement shall continue on a month to
month basis until terminated by either party in accordance with
subsection 2(b) below.
(b) Either party shall have the unlimited right to terminate this Agreement
at any time upon providing thirty (30) days prior written notice to the
other party.
Section 3. Fee
In consideration of TechForce's performance or the Work in accordance with this
Agreement, customer shall pay TechForce a fee ("Fee") equal to one hundred
dollars ($100) per repair call, subject to the following incentives: (a) in the
event that TechForce arrives at the End User premises at the Service Time, as
defined in Section 4 below, at least ninety percent (90%) of the time but less
than ninety-five percent (95%) of the time in a given calendar month, Customer
agrees to pay TechForce an additional five dollars ($5) per call for every
repair call completed by TechForce during the applicable month; and (b) in the
even that TechForce arrives at the End User premises at the Service Time, as
defined in Section 4 below, at least ninety-five percent (95%) of the time in a
given calendar month, Customer agrees to pay TechForce an additional ten dollars
($10) per call for every repair call completed by TechForce during the
applicable month. TechForce shall provide Customer with a monthly report
identifying TechForce's per call arrival rate along with an invoice if
applicable. All repair calls, which are initiated by Customer, but
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canceled prior to TechForce dispatching a technician, will be billed o customer
at the rate of thirty-five dollars ($35) per canceled repair call. A repair call
that is rescheduled shall not be considered a canceled call.
Section 4. Service Responsibilities
(a) Customer shall perform telephone diagnostics, isolate to the best of
its ability the failing component of the Equipment and dispatch to
TechForce the appropriate required spare apart from Customer's
inventory. Customer shall obtain scheduling information and shall
contact TechForce with such information (the "End User Information").
Customer shall arrange a time (the "Service Time") for the Work to be
performed at the location of the End User. End User Information will be
transmitted to TechForce on the same day it is obtained from the End
User. The service Time shall be (I) any day except Sunday, (II) no less
than three (3) between the hours of 8:00 a.m. and 7:00 p.m. local time
at End User's location (for example, calls received on Monday have a
Service Time schedules for Thursday, Friday or Saturday). TechForce
shall (I) open, administer and close all calls with respect to the End
User Information and resulting Work; (II) confirm the Service Time with
the End User; (III) dispatch the trained TechForce technician to the
End User location; and (IV) perform Work required to service, install
or repair the Equipment. The Work will be considered complete when the
Equipment is operating in accordance with the Manufacturer's published
specifications and/or has successfully executed industry-standard
software diagnostic testing commonly utilized in connection with such
Equipment. TechForce shall not be responsible for failure to timely
repair Equipment if such failure results from (a) Sears Parts, as
defined below, which are functioning improperly, (b) Customer's failure
to correctly diagnose the time. Customer shall remain liable to
TechForce for the full Fee, as defined in Section 3 above, for repair
calls which TechForce dispatches a technician, but fails to repair the
Equipment as a result of any of the conditions described in the
preceding sentence.
(b) Customer shall provide to TechForce all parts necessary for TechForce
to complete the work (the "Sears Parts") at least one day prior to the
Service Time. Customer will include all shipping documentation
necessary for TechForce to return defective or unused spare Sears Parts
to Customer at no cost to TechForce. Customer will invoice TechForce
for outstanding, defective or unused Sears parts which have not been
TechForce shall pay all such invoices within 30 days of receipt from
Customer. TechForce shall have the right (including Customer's
distribution cost) to return defective and unused Sears Parts for a
period of 120 days after the Service Time for full credit against any
amount paid by TechForce to Customer concerning such part.
(c) It is expressly understood and agreed that Customer reserves title to
all Sears Parts until such time as they are used in completing the Work
and hat TechForce shall have no right to, nor title or interests in any
such Sears Parts. TechForce, at its sole expense, shall be responsible
for and shall bear all risk of loss for the safekeeping transportation
to and from End User's premises) and until used or installed in
completion of Work or until such Sears Parts are delivered to carrier
for shipment to Customer or another party as Customer directs. This
paragraph shall survive termination of this Agreement.
Section 5. Exclusive Warranty and Remedy.
The TechForce exclusive warranty to the Customer is as follows: (1) the Work
will be performed in a competent and workmanlike manner which follows approved,
industry standard procedures such as ESD (electrostatic discharge) protection,
proper packaging and handling, and (2) Work shall conform to manufacturer's
specifications, conform to applicable law, and shall be free of
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defects in TechForce's workmanship for a period of ninety (90) days from
completion of the work. In the event TechForce breaches this warranty,
TechForce" sole obligation and Customer's exclusive remedy shall be to have
TechForce correct the Work which was non-conforming, at TechForce's Expense. In
the event that TechForce fails to promptly correct non-conforming Work, Customer
shall have ht e option to cause such Work to be performed by another party upon
commercially reasonable terms, and TechForce shall reimburse Customer for the
cost of the same. There are no other expressed or reasonable terms, and
TechForce shall reimburse Customer for the cost of the same. There are no other
expressed implied warranties concerning the Work. TechForce does not guarantee
that the operation of the Equipment will be uninterrupted or error-free.
Section 6. Limitation on Liability and Indemnification
(a) IN NO EVEN SHALL TECHFORCE OR CUSTOMER BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL, CONSEQQUENTIAL, SPECIAL OR INDIERECT DAMAGES INCURRED BY
IT, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFIT, LOSS OF
DATA, OR OTHER DOWN TIME COSTS ARISING OUT OF OR RELATED TO THIS
ASGREEMENT OR SERVICES HEREUNDER. Nothing contained in this Section
6(a) is intended to limit TechForce's indemnity, defense of claims or
contribution obligations set forth below.
(b) DEFENSE OF CLAIMS. TechForce shall, at its own cost and expense, defend
Customer, its subsidiaries, and the officers directors, employees
licensees, agents, distributors and independent contractors of Customer
and its subsidiaries (each an "Indemnified Party") from and against all
allegations (even though such allegations may be false, fraudulent or
groundless) asserted in any claim, action, lawsuit or proceeding
between nay Indemnified Party and any third party arising out of any of
the following (collectively, the "Claims"), whether actual or alleged
and whether or not TechForce's Indemnity and Contribution Obligations
(as defined below) shall apply: (a) infringement or misappropriation of
any patent, trademark, trade name, trade dress, copyright, trade
secret, right, trade secret, right of publicity or other proprietary
right in connection with Work, or any unfair competition involving
Work; (b) death of or injury o any person, damage to any property, or
any other damage or loss, by whomsoever suffered, resulting or claimed
to result in whole or in part from any actual or alleged defective
Work, whether latent or patent, including actual or alleged improper
installation or repair, or actual failure of Work to comply with any
specifications or with any express or implied warranties of TechForce,
or any claim of strict liability in tort relating to any Work; (c)
violation by TechForce of any federal, state or local laws,
regulations, ordinances or administrative orders or rules of the United
States, its territories or any other country in which Work is produced
or delivered; (d) defect involving the labeling or installation of
Service. TechForce shall use counsel reasonably satisfactory to Sears
in the defense of such Claims. In the event that any claim has a
significant possibility that TechForce will not be able to satisfy the
same or that customer has or will suffer damage to its goodwill and
reputation in Customer's reasonable judgment, Customer may, at its
election, take control of the defense and investigation of the Claims,
and may employ and engage attorneys of its own choice to manage and
defend such Claims, at TechForce's cost, risk and expense, provided
that Sears and its counsel shall proceed with diligence and good faith
with respect thereto. The obligations of TechForce under this Section
8(a) (collectively, "Defense Obligations") shall survive the
cancellation or termination of this Agreement.
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(c) INDEMNIFICATION AND CONTRIBUTION. TechForce shall hold harmless and
indemnify the Indemnified Parties from and against any and all claims,
demands, actions, lawsuits, proceedings, liabilities, losses, costs and
expenses (including reasonable attorneys' fees and disbursements and
costs of investigation) incurred by any of the Indemnified Parties in
any claim, demand, action, lawsuit, or proceeding between any
Indemnified Party and any third party arising from the negligent acts
or omissions of TechForce, TechForce's willful misconduct or otherwise
arising out of any Claims, including but not limited to claims of
negligent acts or omissions by any Indemnified Party. In any case to
which TechForce's indemnity obligation set forth in the preceding
sentence is not enforceable under applicable law and in which either
(a) any Indemnified Party or (b) TechForce is found to be liable to a
third party with respect to Work, then Customer and TechForce shall
each contribute to the payment of any judgment awarded in favor of such
third party in proportion to the comparative degree of culpability of
the Indemnified Parties and TechForce. The obligations of TechForce and
Customer under this Section 8(b) (collectively, "Indemnity and
Contribution Obligations") shall survive the cancellation or
termination of this Agreement.
Section 7. TechForce Representations and Warranties.
TechForce hereby represents and warrants as follows:
(1) TechForce will not leave any of its own marketing materials or
information with any End User, including, but not limited to, TechForce
stickers on Equipment serviced pursuant to this Agreement.
(2) TechForce, at its own expense, has already obtained or shall obtain all
permits and licenses which may be required under any applicable
federal, state or local law, ordinance, rule or regulation by virtue of
any act performed by TechForce or its employees as a result of this
Agreement.
(3) TechForce shall comply fully with all applicable federal, state or
local laws, rules, ordinances or regulations.
(4) TechForce, at its own expense, has trained its personnel to repair the
Equipment in accordance with the manufacturer's service guidelines.
(5) TechForce will provide only competent, trained, PC qualified field
engineers to perform the Work.
(6) TechForce will not use any Sears Authorized Service or Repair
designation in telephone directory listings, any other advertisements,
or any other materials.
Section 8 Insurance.
A. TechForce agrees and covenants that it shall, at its sole
expense, obtain and maintain during the term of this agreement
at least the insurance listed below. Insurance companies shall
have a rating of A-/VII or better in the current best's
Insurance Reports published by A.M. best Company.
1. Workers' Compensation insurance, including coverage
for all costs, benefits, and liabilities under
Workers' Compensation and similar laws which may
accrue in favor of any person employed by TechForce,
for all states in which TechForce operates, and
Employers' Liability Insurance
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with limits of liability of at least $100,000 per
accident or disease and $500,000 aggregate by
disease. Such insurance shall contain a waiver of
subrogation in favor of Customer.
2. Commercial General Liability insurance with coverage
including, but not limited to, premises/operations,
contractual, personal and advertising injury, and
products/completed operations liabilities, with
limits of at least $1,000,000 per occurrence for
bodily injury and property damage combined.
3. Bailee's insurance for Merchandise in the care,
custody, and control of TechForce, in an amount equal
to the maximum value, at any one time, of such
property.
4. Automobile Liability insurance for owned, non-owned
and hired vehicles, with limits of at least
$1,000,000 per occurrence for bodily injury and
property damage combined.
5. Cargo insurance for Merchandise in the care, custody
or control of TechForce, and endorsed to insure
Merchandise while at TechForce's terminal, in an
amount equal to the maximum value, at any one time,
of such Merchandise.
B. Before TechForce performs any Work under this Agreement, and
before each policy expiration thereafter during the term of
this Agreement, TechForce shall forward to Customer duly
executed copies of certificates of insurance or, at Customer
request, copies of the actual policies and endorsements
evidencing that the required insurance is in force.
C. The policies required hereunder shall be prepared in such form that:
1. Customer shall not be liable for the premiums
therefor,
2. No policy or policies shall be canceled unless thirty
(30) days written notice first given to Customer by
the insurance company of its intention to cancel, and
the reason(s) therefor; and
3. Customer shall be additional insureds under each
policy (other than the Workers' Compensation policy).
Section 9 Default.
Default by Customer. The occurrence of any of the following will constitute an
event of default ("Event of Default") by Customer:
(a) Failure by Customer t pay any monthly or other charge or payment within
sixty (60) days of invoice date; or
(b) Any breach or failure
Default by TechForce. The occurrence of any of the following will constitute an
event of default ("Event of Default") by TechForce:
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(a) Any breach or failure by TechForce to observe or perform any of TechForce's
material obligations under this Agreement for a period of ten(10) days
after notice of such breach of failure is given to TechForce; or
(b) Any representation or warranty made by TechForce herein or if any statement
or certificate furnished by or is generally unable to pay its debts as such
debts become due; or
(c) Proceedings are instituted by TechForce under the Federal Bankruptcy Code
or any similar federal or state law for the relief of debtors, or are
instituted against TechForce; or
(d) Any order, judgment or decree is entered in any proceeding by any court of
competent jurisdiction appointing, without the consent of TechForce, a
receiver, trustee or liquidator of TechForce or of any substantial part of
any of its property, or sequestering any substantial part of the property
of TechForce.
Section 10. Remedies.
Upon the occurrence of any Event of Default by a party and if the Event of
Default is not resolved within thirty (30) days of notice, the other party may,
at is sole option:
By notice in writing to the defaulting party, terminate this agreement
effective immediately.
Section 11. Intellectual Property and Confidentiality
A.
(1) TechForce shall not used the name of Sears, or any Sears
trademarks, service marks of trade names ("Xxxxx
Xxxx(s)"), in any printed or electronic matter, including,
but not limited to, use of any letterhead, checks,
business cards, or contracts.
(2) TechForce shall not question, contest or challenge, either
during or after the term of this Agreement, Sears
ownership of the Sears Marks, or Sears ownership in nay
mailing lists, credit files or other factual information
compiled by Sears or TechForce with respect to the End
Users (The "Sears Information"). TechForce shall claim no
right, title or interest in any Xxxxx Xxxx or Sears
Information.
(3) TechForce recognizes and acknowledges that the use of any
Xxxxx Xxxx or Sears Information shall not confer upon
TechForce any proprietary rights to any Xxxxx Xxxx or
Sears Information. Upon expiration or termination of this
Agreement, TechForce shall immediately stop using all
Sears Marks and Sears Information, and shall execute all
documents Sears requests in order to conform Sears
ownership, or to transfer to Sears any rights TechForce
may have acquired from Sears in any Xxxxx Xxxx or Sears
Information.
(4) Nothing in this Agreement shall be construed to bar Sears,
after expiration or termination of this Agreement, from
protecting its right to the exclusive ownership of Sears
Information or Sears Marks against infringement or
appropriation by any party or parties, including
TechForce.
(5) TechForce acknowledges that Sears Marks and Sears
Information possess a special, unique and extraordinary
character which makes it difficult to assess the monetary
damage Sears would sustain in the event of unauthorized
use. Irreparable injury would be caused to Sears by such
unauthorized use, and TechForce agrees that in the event
of breach of this Section 11.A by
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TechForce there would be no adequate remedy at law and
preliminary or permanent injunctive relief would be
appropriate.
B.
(1) The Sears Information and any customer list developed by
TechForce, its employees or agents from the operation of,
or from records generated as a result of the Work
(collectively, the "Customer Information"), are deemed
exclusively owned by Sears. TechForce shall not use,
permit use, disclose or permit disclosure of such Customer
Information for any purpose except the performance of this
Agreement. TechForce shall not reproduce, release or in
any way make available or furnish, either directly or
indirectly, to any person, firm, corporation, association
or organization at any time, any such Customer Information
which will or may be used to solicit sales or business
from such customers, including but not limited to the type
of sales or business covered by this agreement. Upon
written request by Sears during the term and on expiration
or termination of this Agreement for any reason, TechForce
shall immediately deliver all copies of lists of customers
and copies of all other such Customer Information to
Sears; and TechForce, its officers, employees, successors
and assigns, shall not use any such Customer Information
to solicit such customers. TechForce shall protect all
such Customer Information from destruction, loss or theft
during the term of this Agreement, and until all copies of
customer lists and copies of all other Customer
Information are turned over to Sears. TechForce
acknowledges that there is no adequate remedy at law for
violation by TechForce of this Section 12B. and, in the
event of breach of this Section, preliminary or permanent
injunctive relief would be appropriate.
(2) Customer acknowledges that certain computer software and
associated documentation ("TechForce Software") provided
by TechForce in the course of performing Work represents a
unique competitive advantage to TechForce. Customer agrees
not to use the TechForce Software at any time without the
prior written consent of TechForce. Upon termination of
this Agreement, Customer shall promptly return all
TechForce Software to TechForce. Customer acknowledges
that there is no adequate remedy at law for violation by
Customer of this Section 12B. and, in the event of breach
of this Section, preliminary or permanent injunctive
relief would be appropriate. Nothing shall be considered
TechForce Software unless specifically acknowledged in
writing by Customer.
12. Independent Contractors.
(1) TechForce and Customer shall at all times remain independent contractors.
No partnership, joint venture or similar arrangement is intended by this
Agreement. TechForce shall employ all management and other personnel
necessary for the efficient provision of the Work. TechForce shall remain
primarily liable to Customer for all Work and other obligations
subcontracted by TechForce to a third party.
(2) TechForce has no authority to employ persons on behalf of Customer and no
employees of TechForce shall be deemed to be employees or agents of
Customer. TechForce has sole and exclusive control over its labor and
employee relation's policies, and its policies relating to wages, hours,
working conditions, or conditions of its employees. TechForce has the sole
and exclusive right to hire, transfer, suspend, lay off, recall, promote,
assign, discipline,
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adjust grievances an discharge its employees, provided, however, that
Customer may request at any time that TechForce Transfer and preclude from
doing Work pursuant to this agreement any employee who is objectionable to
Customer because of risk of hard to the health, safety and/or security of
End Users, employees or merchandise and/or whose manner impairs Customer's
customer relations. If Customer objects to any of TechForce's employees and
TechForce determines not to remove such employee, Customer may terminate
any affected location by giving thirty (30) days notice to TechForce.
(3) TechForce shall pay in a timely manner and is solely responsible for so
paying, for all salaries and other compensation of its employees and shall
make all necessary salary deductions and withholdings from its employees'
salaries and other compensation. TechForce shall pay in a timely manner,
and is solely responsible for so paying any and all contributions, taxes
and assessments and all other requirements of the Federal Social Security,
Federal and state unemployment compensation and Federal, state and local
withholding in income tax laws on all salary and other compensation of its
employees.
(4) TechForce shall comply with any other contract and all Federal, state and
local laws, ordinances, rules and regulations regarding its employees,
including, but not limited to, Federal or state laws or regulations
regarding minimum compensation, overtime and equal opportunities for
employment. Without limiting the foregoing, TechForce shall comply with the
terms of the Federal Civil Rights Acts, Age Discrimination in Employment
Act, Occupational Safety and Health Act, the Federal Fair Labor Standards
Act, and the Americans with Disabilities Act, whether or not TechForce may
otherwise be exempt from such acts because of its size or the nature of its
business or for any other reason whatsoever.
Section 13. Miscellaneous.
(a) Assignment. This Agreement shall inure to the benefit of and be binding
upon each of the parties and their respective successors and assigns. Bet,
neither the rights nor the duties of TechForce under this Agreement may be
voluntarily assigned or delegated without the prior written consent of the
Customer.
(b) Section Headings. All section headings and captions used in this Agreement
are purely for convenience and shall not affect the interpretation of this
Agreement.
(c) Applicable Law. This Agreement shall be governed by and interpreted in
accordance with the laws of Illinois. (d) Modification. This Agreement
shall not be modified except by written agreement signed on behalf of
TechForce and the Customer by their respective authorized officers.
(e) Exclusive Agreement. This Agreement supersedes all prior understandings,
representations, negotiations and correspondence between the parties,
constitutes the entire Agreement between them with respect to the matters
described, and shall not be modified or affected by any course of dealing,
course of performance, or usage of trade.
(f) Severability. If any provision of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall in no way be affected or impaired.
(g) Waiver. The Failure of ether party at any time to require performance by
the other of any provision of this Agreement shall in no way affect that
party's right to enforce such provision, nor shall the waiver by either
party of any breach of any provision of this Agreement be taken or held to
be a waiver of any further breached of the same provision or any other
provision.
(h) Survival. The right and obligations of the parties shall survive expiration
of the Term or earlier termination of this Agreement.
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(i) Counterparts. This Agreement may be executed in any number of counterparts
and each fully executed counterpart shall be deemed an original.
(j) Excusable Delay. Either party shall not be responsible to the other for any
excusable delay in the performance of its duties under this Agreement. Each
party shall promptly notify the other when an excusable delay has occurred
or is likely to occur, and in each specify to the extent practicable, the
estimated duration of such excusable delay. Excusable delay shall mean Acts
of God, strikes, lock outs, riots, acts of war, epidemics, fire,
communication line failures, power failures, earthquakes or other
disasters.
(k) Invoice Procedures and Payment Terms. TechForce shall submit invoices at
least monthly to Customer for Fees as set forth in Exhibit B. Payment of
Feeds due for any invoice is due no later than thirty (30) days following
the date of invoice. Any Fee or any other sum to be paid by the Customer to
TechForce not received by TechForce within Sixty (60) days from the invoice
date, shall accrue interest, in addition to any amount due, at the rate of
one and one half (1-1/2%) percent of the amount due per month from the date
due including previous accrued interest. Notwithstanding the foregoing,
TechForce will invoice Customer on a weekly basis, providing both a summary
invoice and detailed invoice. AT least seven business days prior to sending
the monthly invoice for Fees, TechForce will provide a "pre-xxxx" invoice
for reconciliation purposes. All such invoices shall be in form and
substance as requested by Customer.
(l) Notices. All notices, approvals, requests, consents, and other
communications given pursuant to this Agreement shall be in writing and
shall be effective when received, or, if earlier, five (5) days after it is
sent, and shall be hand-delivered, set by telex, sent by Federal Express
service or sent by United States certified or registered mail, addressed as
follows:
If to Customer: Sears Xxxxxxx and Co.
Attn: Category Support Manager
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, XX 00000
If to TechForce: TechForce Corporation
Attn: Xxxxxx Xxx, Chief Financial Officer
Xxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
(m) Arbitration. Any controversy or claim related to or arising from this
Agreement and/or the services to be provided by TechForce shall be subject
to binding arbitration before the American Arbitration Association in
Chicago, Illinois, and shall be conducted on a confidential basis pursuant
to the US Arbitration Act and the then current commercial Arbitration Rules
of the American Arbitration Association. Arbitration shall be conducted by
three arbitrators, at least one of whom shall be knowledgeable of the
repair of electronics equipment. The arbitrators shall have no authority to
award punitive damages or any other form of non-compensatory damages. The
prevailing party shall, however, be entitled, as part of the award such
arbitrators may award, to its expenses of arbitration, including reasonable
attorneys' fees. Judgment upon the arbitrators' award may be entered and
enforced in any court of competent jurisdiction. Neither party shall be
precluded from seeking injunctive relief in a court of competent
jurisdiction for the purpose of maintaining the status quo pending binding
arbitration provided, however, such court proceedings shall not preclude or
stay binding arbitration.
Section 14. Validity of Agreement.
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This Agreement shall not be valid nor binding upon either party unless it shall
have been executed by an officer of each party.
IN WITNESS WHEREOF, the parties have signed this Agreement on the date written
below.
Sears, Xxxxxxx and Co. TECHFORCE CORPORATON
By: By:
Title: VP/GM Product Services Title: President / CEO
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Date: August 5, 1997 Date: July 31, 1997
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