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MICRODYNE CORPORATION 1998 ANNUAL REPORT ON FORM 10-K
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Exhibit 10.44
Version 4.2
CORTEX NT SELLING AGREEMENT
October 29, 1998
SCHEDULE
This Selling Agreement hereinafter referred to as the "Agreement", is entered
into between:
IN-SNEC (groupe INTERTECHNIQUE) hereafter referred to as IN-SNEC, with
Principle' Offices at:
0, xxx xx Xxxx
00 000 Xxxxxxxxxxx x'Xxxxxxxxxxxx
XXXXXX
And
Microdyne Communication Technologies, Inc. hereafter referred to as MCTI, with
principle offices at:
000 Xxx Xxxx
Xxxxx, Xxxxxxx 00000
USA
This Agreement is entered into on October 1, 1998 and shall expire on December
31, 1999 unless extended in writing by mutual Agreement between the parties.
SCOPE OF THE WORK
THE PRODUCT
This Agreement covers the selling by MCTI of IN-SNEC's Telemetry, Tracking and
Control unit : the CORTEX NT
Under this Agreement, MCTI shall be able to sell the CORTEX NT product as a
complete TT&C assembly including TT&C modules, chassis, power supply and setup
software.
For each CORTEX NT sold by MCTI, IN-SNEC shall deliver the hardware and software
corresponding to the given configuration, either fully assembled or in the form
of modules and software to be integrated by MCTI in a PC.
THE TERRITORY
1) US MARKET
MCTI shall be responsible to fully develop the satellite market in the USA
exclusive of the following IN-SNEC commercial satellite house accounts:
- Spam Systems/LORAL
- XXXXXX Space & Communications
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MICRODYNE CORPORATION 1998 ANNUAL REPORT ON FORM 10-K
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- PanAmSat
- Skynet
- Intelsat
- TIW
- Lockheed Xxxxxx, Sunnyvale, CA
The companies above are the IN-SNEC house accounts for the purposes of this
agreement IN-SNEC may at their discretion assign one or more of these USA
accounts at any point during the duration of this Agreement to MCTI if they deem
in the interest of IN-SNEC. IN-SNEC shall not transfer these accounts to a third
party.
Integral Systems is a designated MCTI house account.
2) NON U.S. MARKET
EUROPE - IN-SNEC shall exercise exclusive distribution for the product.
OTHER REGIONS - Excluding distribution in the USA as addressed above, MCTI shall
exercise exclusive world-wide distribution of the product except for:
- Customers already using IN-SNEC TT&C products, ANNEX #2.
- Countries for which IN-SNEC has already exclusive Rep. Agreements, as set
forth in ANNEX #3. MCTI shall be allowed to sell the CORTEX NT to its designated
Customers, in the designated territories.
MILITARY MARKET
MCTI shall develop the military market for the product in the USA including
those Customers and government
agencies that use SGLS or other types of non-commercial ranging systems. IN-SNEC
recognizes that some military Customers will be located within companies fisted
as IN-SNEC house accounts, but that these military groups are separate and
distinct from the commercial satellite house accounts. IN-SNEC commits to
respect the development of military Customers as separate and distinct Customers
within such companies as listed below if they so exist:
- Space Systems/LORAL
- XXXXXX Space & Communications
- PanAmSat
- Skynet
- Intelsat
- TIW
- Lockheed Xxxxxx, Sunnyvale, CA
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SELLING AND DISTRIBUTION
The selling prices for "standard" CORTEX NT configurations shall be determined
by IN-SNEC in a Selling Price List. The selling prices given to their Customers
by MCTI for a given CORTEX NT configuration shall not be less than the selling
prices defined by IN-SNEC in the Selling Price List, unless by prior written
approval from IN-SNEC. IN-SNEC shall approve the MCTI to customer price
reduction whenever there is no danger of competition between both parties herein
involved.
The IN-SNEC Selling Price List shall provide a schedule of selling price and of
net cost to MCTI for those products that are manufactured and/or assembled by
IN-SNEC. The Annex #1 attachment sets forth these prices. The prices shall be
expressed in U.S. Dollars and shall be maintained without change for six months
(6) from any previous change unless agreed to in writing by XXXX. In such case,
the change notice shall come into force within a reasonable period of time after
its issue, but in no case greater than one month from receipt of notice by MCTI.
With any price change, either with the customer selling price or the price to
MCTI, IN-SNEC guarantees no decrease in margin percentages except with the
written approval by MCTI. The initial Selling Price List. as detailed in Annex
#1, shall be negotiated between the both parties prior to entering into the
Agreement.
MCTI shall be able to use this Selling Price List for quoting of these
"standard' CORTEX NT configurations. The validity of the offers issued by MCTI
shall not exceed two months and shall be honored by IN-SNEC at the selling price
established at the time of the quotation.
All specific price requests brought up by MCTI, either for software or hardware
changes/adaptations or discounts shall be mutually agreed upon between MCTI and
IN-SNEC in order to provide the most efficient and competitive solutions to the
Customer and a reasonable profit to MCTI. Furthermore, outstanding quotations
provided to Customers by MCTI shall be honored by IN-SNEC at the selling price
established at the time of the quotation and for the time duration that the
quotation is in effect.
MCTI shall maintain a sales staff reasonably sufficient in its judgement to sell
the product in the territory, using direct employees or regional representatives
as it sees fit
Each fame CORTEX NT units are sold by MCTI, the latter shall inform IN-SNEC of
the configuration within 60 days of customer order, quantity, the Customer name
and the delivery schedule. A MCM purchase order to IN-SNEC for hardware and/or
software shall also constitute notification of sale.
a 4
ASSEMBLING
By written mutual Agreement between both parties, MCTI may elect to assemble the
product in the USA in order to meet Customer demand and/or government
requirements of "made in USA" or to support U.S. military tactical applications
of the product.
In such a case:
IN-SNEC shall provide MCTI with all reasonable information including
instructions, specifications, drawings and assistance to allow MCTI to properly
complete them for CORTEX NT assembling.
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IN-SNEC shall be responsible for all hardware and software changes, customer
adaptations, product evolution and enhancements. MCTI shall not modify the
hardware or software design of the CORTEX NT or its modules without prior
approval from IN-SNEC. MCTI shall guarantee that the hardware performances of
the CORTEX NT they assemble correspond to the performances given by the IN-SNEC
product specification
IN-SNEC shall inform MCTI if a change or an evolution of the CORTEX NT
manufacturing process is performed,
The CORTEX NT product rights shall remain property of IN-SNEC.
WARRANTY AND MAINTENANCE
The extent of the obligations of IN-SNEC concerning a sale of any of the goods
shall be expressed in written warranty. The warranty shall be in lieu of all
other warranties expressed or implied, and no other person is authorized to
assume any additional obligations concerning the sale of goods. The warranty
terms as stated in the contract for sale or sales quotations sent by MCTI shall
reflect the same warranty terms as expressed by IN-SNEC.
MCTI shall be responsible for Warranty and Maintenance of all CORIEX NT units
that MCTI assembles. IN-SNEC shall provide complete warranty assistance to MCTI
for their Customers.
TRAINING AND ASSISTANCE
IN-SNEC and MCTI shall make available personnel and facilities for training as
needed upon reasonable notice at no charge to either party for reasonable
duration daring the normal course of this Agreement
ADVERTISING AND PROMOTION
IN-SNEC shall make available to MCTI product literature, specifications, test
results, Customer testimonials and other marketing, technical and promotional
material as generated for IN-SNEC's own marketing purposes, in reasonable
quantities at no charge to MCTI.
Marketing expenses in the USA and North America deemed necessary by MCTI shall
be borne by MCTI
IN-SNEC shall use its reasonable commercial efforts to make available equipment
or personnel if needed to support major exhibitions and conferences deemed in
the interest of both parties.
IN-SNEC and MCTI shall jointly share expenses for any agreed upon special and
extraordinary marketing expenses in agreed upon percentages.
MCTI shall be able to participate in the elaboration of product literature on
the CORTEX NT product. The product literature shall be subject to approval by
IN-SNEC prior to release on the market.
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OTHER TERMS OF THE AGREEMENT
LIQUIDATED DAMAGES
All disputes arising out of or related to this Agreement, unless resolved by the
parties within fifteen business days from the receipt of notice of controversy
or claim, shall be settled by final and binding arbitration in accordance with
the
rules then in force of the International chamber of Commerce. The location of
the arbitration shall be Pans (France) and the applicable laws shall be of the
commercial court of Caen (France).
NO AGENCY STATUS
The Agreement contemplates that MCTI and IN-SNEC shall maintain their separate
identity and existence. No provision of this Agreement shall be construed to
make MCTI the agent of IN-SNEC, nor shall MCTI be entitled to enter into
contracts on behalf of IN-SNEC or otherwise bind IN-SNEC by the actions of MCTI.
LABELING
CORTEX NT units assembled or acquired by MCTI for their market may carry the
MCTI label and shall keep the initial product name (CORTEX NT).
MEETINGS
During the lifetime of the Agreement, MCTI and IN-SNEC shall hold three or four
meetings a year for discussing the progress of Marketing and Sale actions
concerning past, present and future business opportunities and planned product
changes and developments. These meetings shall allow both MCTI and IN-SNEC to
improve their partnership and to consolidate their position on commercial and
military TT&C business. The meeting schedule and location forecast shall be
established and mutually agreed upon in December each year.
AGREEMENT RENEWAL AND TERMINATION
This Agreement may be renewed from year to year thereafter upon written mutual
consent by both parties.
This Agreement may be terminated in the event of any of the following:
- After the initial term specified above, and three months advance notice of
termination from one party to the other,
- Immediately upon sending notice by either party on the happening of any of the
following:
- Failure of IN-SNEC or MCTI to remedy any default in the performance of it's
obligations hereunder within thirty (30) days after notice of such default shall
have been given by the injured party.
- If either party shall admit it's insolvency, shall execute an assignment
for the benefit of creditors or shall voluntarily become the subject of any
bankruptcy, receivership, reorganization or dissolution proceeding, or
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- If either party involuntarily shall become the subject of bankruptcy,
receivership, reorganization of dissolution proceeding and such proceeding shall
not have been dismissed within thirty (30) days thereafter.
NOTICES
Any official notice to be given under this Agreement by either party to the
other shall be effected by either a personal delivery in writing by Federal
Express or other overnight delivery service. Mailed notices shall be addressed
to the parties at their addresses appearing on the first page of this Agreement,
but each party may change its address, after giving notice.
MISCELLANEOUS
Within the scope of the Agreement, any competition between MCTI and IN-SNEC for
selling CORTEX NT units shall be avoided and a compromise shall be worked out
between both parties.
In case the new market developed by MCTI shows a significant increase of
IN-SNEC's market share in the field of TT&C, the possibility of MCTI
manufacturing the CORTEX NT shall be negotiated in good faith by the parties.
FT
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SIGNATURE PAGE
In witness thereof the parties hereto have entered into this Agreement as of the
day and year first written above:
MICRODYNE
/s/Xxxxxx X. Xxxxxxx
President
Microdyne Communication Technologies, Inc.
Date:
/s/ Xxxxxxx Xxxxxxxxxxxx,
Vice President
IN-SNEC
Date
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