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EXHIBIT 10.3
APPLE EDUCATION SALES AGENT
FISCAL YEAR 1997 AGREEMENT
(LIMITED DURATION)
THIS AGREEMENT is between Apple Computer, Inc., a California
corporation with its principal place of business located at Xxx Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000 ("Apple"), and Dataflex Corporation, a corporation
organized under the laws of New Jersey with its principal place of business
located at 0000 Xxxxxxx Xx., Xxxxxxxxxx, XX 00000 ("Sales Agent" or "Agent").
1. DEFINITIONS
The following terms shall have the meanings set forth below whenever
they are capitalized and used in this Agreement, in any Addenda, or in
any documents incorporated by reference:
A. "Agreement" shall mean this 1997 Apple Education Sales Agent Agreement
and any other documents incorporated by reference.
B. "Apple Product(s)" and/or "Product(s)" - shall mean hardware, software,
support, and training products, including items manufactured,
distributed or licensed ("sold") exclusively by Apple and items
manufactured or distributed by others, that may be sold by Apple to
Authorized Customers.
C. "Authorized Customers" or "Authorized Education Customers" shall mean
the Kindergarten through Twelfth Grade ("K-12") institutional customers
specifically assigned to Agent by name or territory by Apple.
D. "Authorized Product(s)" shall mean those Products listed in the
then-current Apple Education Sales Product & Price list ("Education
Price List") that Agent is authorized to promote to its Authorized
Education Customers.
E. "Central Processing Unit", or "CPU" shall mean that logic board assembly
consisting of random access memory, microprocessor, read only memory
with support for displays, and peripheral input-output devices such as
keyboard, mice, disk drives.
F. "Authorized Customer/Compensation Schedule" or the "Schedule" shall
mean the K-12 institutional customers within the assigned territory,
which is specifically assigned to Sales Agent by Apple, and the
guidelines for Sales Agent remuneration. Both may be modified by Apple
from time to time.
G. "Consumables" shall mean those items, such as specialty paper/media,
toner cartridges, inkjet tanks and cartridges, printer ribbons, floppy
disks and labels, as specified by Apple in the appropriate price list,
that Agent shall be permitted to order and resell to its Authorized
Education Customers.
H. "Education Customers" shall mean all public and private nonprofit K-12
education institutions.
I. "Effective Date" shall mean October 5, 1996, or the day after the Sales
Agent's "Apple Education Sales Agent 1995 Agreement (Limited Duration)"
is terminated, whichever occurs earlier.
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J. "Performance Requirements for Sales Agents" shall mean the obligations
with which Sales Agents must comply to maintain their authorization as
an Apple Education Sales Agent.
K. "Statement of Work" means the documentation sent to Sales Agent by
Apple, which describes the responsibilities and obligations of the
Sales Agent to promote Apple products, services, and solutions to
Authorized Customers on Apple's behalf. These requirements and
responsibilities may be modified by Apple at its sole discretion from
time to time.
L. "Sales Agent," or "Agent," shall mean the entire legal entity
(Corporation, Partnership, or Sole Proprietorship) that is a party to
and authorized by this Agreement.
M. "Personal Digital Assistant," or "PDA" shall mean hand held or other
portable computing devices which capture data through pen, voice,
keyboard, touch or similar input and which consist of random access
memory, microprocessor, read only memory, built in display, and built
in wireless or wired communication capability.
N. "Server," shall mean the system assembly consisting of logic board
assembly including random access memory, microprocessor and read only
memory, with support for displays, connection devices, software and
peripheral input-output devices such as keyboard, mice, disk drives,
back-up, and compact disk; and with the capability to store and serve
resources on a Local Area Network or Wide Area Network, or to act as a
Server in a Client Server environment.
O. "Performance Review" shall mean the documentation sent to Sales Agent
by Apple on or about March, 1996, which requested information regarding
the Sales Agent's evaluation of its performance under the "Apple
Education Sales Agent 1995 Agreement (Limited Duration)," and it
includes the Sales Agent's complete written response to that
documentation.
P. "Printer" shall mean any device capable of delivering visual images
processed on a computer to a medium such as paper or film. A printer
is considered capable of reproducing a visual image to a media capable
of being distributed or copied.
Q. "Assigned Territory" shall mean the territory assigned by Apple to the
Sales Agent, which may be modified by Apple from time to time.
2. APPOINTMENT OF SALES AGENT
A. Appointment. Apple hereby appoints Sales Agent as an Authorized Apple
Education Sales Agent solely for the purpose of soliciting sales of
Apple Products from Authorized Customers on Apple's behalf. Sales
Agent shall aggressively promote the sale of Apple Products to
Authorized Customers in accordance with the terms of the Agreement.
Sales Agent may not solicit sales under this Agreement from any other
customers. This appointment extends only to those Apple Products and
designated in the Education Price List and any additional products
specified by Apple from time-to-time.
B. No Assignment. The authorization is based upon the existing ownership
of Sales Agent and is, therefore, personal in nature. Consequently,
Sales Agent may not assign or transfer any or all of its rights or
obligations under the Agreement without express written approval from
Apple; and, any change in ownership without such approval shall be
grounds for immediate termination.
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C. Limited Agent. Sales Agent is an agent of Apple only for the limited
purpose of aggressively promoting the sale of Apple Products in
accordance with this Agreement. Sales Agent is not authorized pursuant
to this Agreement to provide service and support of Apple Products.
D. Independent Status. Nothing stated in this Agreement shall be
construed as constituting Apple and Sales Agent as partners or joint
ventures, or as creating the relationship of employer and employee,
master and servant, franchisor and franchisee, or licensor and licensee
between Apple and Sales Agent.
3. SCOPE OF AUTHORIZATION
A. Limited Duties and Rights. Sales Agent agrees to perform the following
limited duties and Apple grants Sales Agent the following limited
rights:
(1) to directly solicit sales of Apple Products contained in the Apple
Education Price List from Authorized Customers, in accordance with
Apple's guidelines as they are amended from time to time, subject to
Apple's final acceptance of any purchase order;
(2) subject to the limitations of Section 6 below, to use Apple's name and
trade designations, in connection with the solicitation of sales of
Apple Products to Authorized Customers;
B. Authorized Customers.
Authorized Customers are assigned to Sales Agent by name and/or
territory. Sales Agent understands and agrees that during the course
of this Agreement, changes may be needed by Apple in the solicitation
of, sale, marketing, installation, demonstration and/or distribution of
Apple Products to K-12 institutional customers. Such changes, which
will be made by Apple in its sole discretion, could result from changes
in federal, state and/or local laws, competitive bidding, or other
requirements. Apple reserves the right to (1) discontinue or modify
Sales Agent's assignment of any or all of the assigned Authorized
Customers at any time, with or without cause, upon written notice to
Sales Agent, and (2) authorize other entities to solicit the sale of,
sell, market, install, demonstrate, distribute or otherwise promote
Apple Products to Authorized Customers assigned to Sales Agent. At
Apple's sole discretion the Sales Agent may or may not be compensated
for these sales.
C. Apple-Only.
Sales Agent agrees that it shall not, in any capacity, solicit the sale
of, sell, distribute, market, install, demonstrate or otherwise promote
to any Education Customers, including Sales Agent's Authorized
Customers, any CPU, PDA, Printer, or Server, other than those
manufactured by Apple or appearing on the Apple Education Price List,
without the prior written consent of Apple.
D. Resale of Consumables. Subject to credit approval, Sales Agent may
purchase certain Consumables as Apple designates on the then-current
appropriate price list for resale to the Authorized Customers assigned
to it.
E. Reserved Rights. Apple reserves the right to change purchase terms and
conditions, to decline any purchase orders, and to discontinue any
promotion, program, or Product subject to such orders, without
obligation to Sales Agent.
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4. SALES AGENT OBLIGATIONS
A. Promotion of Apple Products. Sales Agent agrees to conduct its
business in a manner that reflects favorably on Apple's Products and
their high-quality image, and on the good name, goodwill, and
reputation of Apple. Sales Agent shall:
(1) comply with Apple's programs and policies contained in documentation
available to Sales Agent;
(2) maintain at least one office location where Sales Agent's staff can
meet and Apple Products can be demonstrated. The interior and exterior
of all Sales Agent office locations will be maintained in a manner that
is conducive to the demonstration and promotion of Apple Products;
(3) utilize the promotional programs and funds Apple makes available, if
any, in accordance with guidelines published by Apple from time to time;
(4) make no representations (written or oral) with respect to the
specifications, features, or capabilities of Apple Products that are
not consistent with those contained in promotional materials produced
by Apple, including, but not limited to warranties, service, support
and training.
B. Compliance with Laws. Sales Agent shall comply with all applicable
federal, state, and local laws and ordinances in performing its duties
hereunder and in any of its dealings with Apple or Apple Products.
C. Adhere to Business Plan. As required from time-to-time by Apple, Sales
Agent shall submit business plans which shall be subject to Apple's
approval. Sales Agent shall adhere to its approved business plan.
D. Adhere to Statement of Work. Sales Agent agrees to comply with the
obligations set forth in the Document entitled, "Statement of Work",
which may be modified by Apple from time to time.
E. Administrative Requirements. To qualify for and maintain its
authorization as an Apple Education Sales Agent during the term of this
Agreement, Sales Agent agrees that it shall comply with the following:
(1) Sales Agent shall provide reports and plans as required by Apple in the
"Statement of Work" or as Apple may require from time to time.
(2) Sales Agent shall provide annual financial statements for its most
recent fiscal year as well as trade credit and bank references, in a
format specified by Apple. Upon Apple's request, Sales Agent shall
provide Apple with audited financial statements. Sales Agent
acknowledges that its furnishing or its failure to furnish such
financial information may result in a modification of the credit terms,
if any, offered Sales Agent by Apple and/or termination of this
Agreement.
(3) Sales Agent shall notify Apple in writing no less than TWENTY (20)
BUSINESS DAYS prior to any material change in the management or control
of Sales Agent, or any transfer of any substantial part of Sales
Agent's business, whether by sale of shares, sale of assets, merger,
liquidation, or otherwise.
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(4) Sales Agent shall promptly notify Apple in writing of any suspected
product defect, safety problem, or claim or proceeding involving the
advertisement, promotion, sale or support of Apple Products by Apple or
Sales Agent.
(5) Sales Agent shall allow Apple, upon reasonable notice, to inspect Sales
Agent's business operations, including all facilities and such records
that relate to promotional programs and funds Apple makes available.
Sales Agent shall maintain for at least FIVE (5) YEARS its records,
contracts, and accounts relating to the Sales Agent's utilization of
such promotional funds under this Agreement, to the extent Apple
establishes such a program. Sales Agent upon reasonable notice shall
allow Apple to audit and copy such records.
F. Territories.
Each Sales Agent may be assigned one or more Territories. Each
Territory shall be described in the Authorized Customer/Compensation
Schedule, or as agreed to in writing by Apple. Sales Agent shall
establish and maintain a sales manager, field sales representatives,
systems engineers, and any other positions, defined in the Statement of
Work, or as required by Apple from time to time for each individual
sales territory.
5. COMPENSATION
A. Sales Agent will be compensated for sales they solicit, at the
then-current rates set by Apple in the Authorized Customer/Compensation
Schedule. Apple anticipates that the Schedule will be issued to the
Sales Agent on or about November 1, 1996. Sales Agent may or may not
be compensated for sales of Apple Products solicited by other entities,
as determined by Apple in its sole discretion. Apple reserves the
right to modify the compensation rate from time to time.
B. For the Sales Agent to be eligible for compensation, the Education
Customer must be Sales Agent's Authorized Customer during the period
which Sales Agent would otherwise be eligible for compensation under
the Authorized Customer/Compensation Schedule.
C. No compensation specified in subsection 5A, above shall be due to Sales
Agent, and any compensation paid shall be refunded by Sales Agent, to
the extent that:
(1) such Apple Products are rejected or returned in whole or in part;
(2) any portion of the purchase price for such Apple Products becomes
subject to adjustment, refund or rebate; or
(3) payment to Apple for the Apple Products must or may be required to be
returned by Apple in connection with any claim, action or proceeding
(whether voluntary or involuntary) involving an Authorized Customer
under any bankruptcy, insolvency, debtor's relief law or otherwise.
Should no claim be made or action filed within eighteen (18) months
after such payments are made, Sales Agent shall be entitled to the
compensation.
6. APPLE PROPRIETARY RIGHTS
A. Trademarks, Service Marks and Trade names
(1) During the term of the Agreement, Sales Agent is authorized and
permitted by Apple to display the registered trademarks "Apple" and the
Apple logo, the other trademarks,
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service marks and names belonging or licensed to Apple ("Apple Marks")
solely in connection with Sales Agent's promotion of Apple Products.
Sales Agent's display of such Apple Marks shall be in accordance with
Apple's written policies in effect from time to time. Sales Agent will
not remove any Apple Marks from any Authorized Products nor shall Sales
Agent add any marks to such Products.
(2) Apple retains all rights not expressly conveyed to Sales Agent by the
Agreement. Sales Agent recognizes the great value of the publicity and
goodwill associated with the Apple Marks and acknowledges that such
goodwill exclusively inures to the benefit of and belongs to Apple.
Sales Agent has no rights of any kind whatsoever with respect to the
Apple Marks. Sales Agent shall not use or license others to use the
Apple Marks on or in connection with any goods or services (including
but not limited to promotional and merchandising items such as key
chains, mugs, and T-shirts) other than the Apple Products, except in
accordance with Apple's written merchandising programs and policies.
7. INSURANCE AND INDEMNITIES
A. Insurance. While this Agreement is in effect, Sales Agent shall keep
in force and effect for each office a sufficient general liability
insurance policy, including premises liability, products, and completed
operations, with limits of coverage not less than $1,000,000.00 bodily
or personal injury and $1,000,000.00 property damage, or $1,000,000.00
combined single limit.
B. Apple Indemnity. Apples agrees to defend any proceeding or action
brought by a third party against Sales Agent to the extent based on a
claim that: (1) the marketing or use of any product sold by Apple to an
Authorized Customer infringes any U.S. patent, copyright, trademark,
trade secret or other proprietary right of a third party; or (2) a
defective Apple product directly caused death or personal injury
(provided the product at issue has not been altered, modified or
otherwise changed by Sales Agent). Apple agrees to indemnify Sales
Agent for damages awarded to third parties solely as a result of such
claims. Apple's obligation to so defend and indemnify Sales Agent is
contingent on Sales Agent's compliance with subsection 7D below.
IN NO EVENT WILL APPLE BE LIABLE FOR ANY LOST PROFITS OR OTHER
INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF AGENT, EVEN
IF APPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. Sales Agent Indemnity. Agent agrees to indemnify and hold Apple
harmless from and against any and all claims, costs, damages, and
liabilities whatsoever asserted by any person or entity, resulting
directly or indirectly from the acts, omissions, or negligence of
Agent, its employees, or agents. Such indemnification shall include
all reasonable legal fees and other costs incurred by Apple in
defending any such claims. Sales Agent's obligations to indemnify and
hold Apple harmless is contingent on Apple's compliance with
subsection 7D below.
D. Notice/Defense. Each party shall promptly notify the other party of
any claim, demand, proceeding or suit of which the other party
becomes aware which may give rise to a right of defense or
indemnification pursuant to this section ("Claim"). Notice of any
Claim which is a legal proceeding, by suit or otherwise, must be
provided to the indemnifying party within THIRTY (30) days of first
learning of such proceeding. Notice shall include an offer to tender
the defense of the Claim to the indemnifying party. The indemnifying
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party, if it accepts such tender, shall be entitled to take over sole
control of the defense of the Claim. That control shall include the
right to take any and all actions necessary to completely and finally
resolve the Claim by settlement or compromise (in which case the
indemnifying party shall be responsible for the cost of
settlement/compromise related to the Claim). Upon acceptance of tender,
the indemnified party shall cooperate with the indemnifying party with
respect to such defense and settlement. In the event a Claim is settled,
both parties agree not to publicize the settlement and will make every
effort to ensure the settlement agreement contains a non-disclosure
provision.
8. CONFIDENTIALITY
Any information disclosed to Sales Agent by Apple relating to Apple's
present or future developments, including but not limited to future
product information, business activities, terms and conditions of this
Agreement (including any documents incorporated by reference), pricing,
and all other amendments and addenda between Sales Agent and Apple
(except such information as is previously known to Sales Agent without an
obligation of confidentiality or is publicly disclosed by Apple either
prior or subsequent to Sales Agent's receipt of such information from
Apple), shall be characterized as confidential information. Sales Agent
shall hold such confidential information in trust and confidence for
Apple and shall not use it except in furtherance of the relationship set
forth in the Agreement, nor publish, disclose, or disseminate it for a
period of FIVE (5) YEARS after receipt thereof by Sales Agent, except as
may be authorized by Apple in writing. Sales Agent shall have no right
to prepare any derivative works of such confidential information.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL APPLE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT
LIMITATION, LOST BUSINESS PROFITS. DIRECT DAMAGES SHALL BE LIMITED TO AN
AMOUNT NOT TO EXCEED $100,000 PER INCIDENT.
10. TERM AND TERMINATION
A. Term. Unless terminated as provided herein, this Agreement shall be
effective from its Effective Date until its expiration on September, 26
1997. Sales Agent and Apple agree that in no event shall either party be
obligated to renew or extend the Agreement.
B. Termination with Sixty (60) Days Notice. Either party may terminate this
Agreement at will, at any time, with or without cause, by written notice
to the other party not less than SIXTY (60) DAYS before the effective
date of such notice.
C. Immediate Termination. To the extend permitted by applicable law, Apple
may terminate the Agreement effective immediately and without notice in
the event that:
(1) Sales Agent fails to perform any obligation, duly, or responsibility
imposed under this Agreement and such failure or default remains
unremedied FIFTEEN (15) DAYS after written notice thereof.
(2) Sales Agent commits a felony or engages in an unlawful business practice
or conduct prohibited in Sections 2,3, or 4 of this Agreement.
(3) There is any material change or transfer in the management or control of
Sales Agent, Sales Agent's business operations, or any new affiliation or
transfer of any substantial part of its business.
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(4) Any conduct or proposed conduct of Sales Agent exposes or threatens to
expose Apple to any liability or obligation, including any federal,
state, or local law.
(5) Sales Agent fails to maintain sufficient net worth and working capital to
perform its obligations; has a receiver or similar party appointed for
its property; becomes insolvent or makes an assignment for the benefit of
creditors; closes its offices or ceases to promote and solicit sales of
Apple Products to its Authorized Customers.
D. Effect of Notice of Termination. In the event that notice of termination
of the Agreement is given for any reason, Apple may restrict Sales
Agent's use of available promotional funds, if any. Beginning on the
date of the notice, payment of compensation which otherwise would be due
pursuant to the Authorized Customer/Compensation Schedule shall be
deferred. Sales Agent has thirty (30) days from the termination date to
claim from Apple any compensation of any type or nature arising from or
related to this Agreement. All such undisputed compensation shall be
paid within FORTY-FIVE (45) BUSINESS DAYS after the effective date of
termination; provided, however, that Sales Agent has complied with all
material terms of this Agreement. In any event, Sales Agent shall only
be entitled to compensation, as set forth in the Authorized Customer/
Compensation Schedule, for orders by Authorized Customers billed by Apple
in its normal billing cycle prior to the effective date of termination.
E. Effect of Termination. Upon expiration or termination of the Agreement:
(1) Sales Agent shall promptly return to Apple all property of Apple in its
possession, including but not limited to loaned or leased equipment, and
any documents of any kind containing Apple confidential information.
(2) Sales Agent shall immediately cease using any Apple trademarks, service
marks and trade names.
(3) Apple's assignment to Sales Agent of K-12 institutional customers shall
cease and Apple shall be free to reassign, transfer or otherwise deal
with such Education Customers.
(4) Any unspent promotional funds which may have been advanced to the Sales
Agent by Apple shall be returned to Apple by Sales Agent within thirty
(30) days from termination date. If unspent promotional funds are not
returned, Apple may deduct an equal amount from any monies due the Sales
Agent, at Apple's sole discretion.
F. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND,
INCLUDING INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, ON ACCOUNT OF
EXPIRATION OR TERMINATION OF THE AGREEMENT IN ACCORDANCE WITH ITS TERMS.
To the extent permitted by applicable law, and in consideration of its
entering into this Agreement, Sales Agent hereby waives and relinquishes
any rights or claims under franchise, dealership, or other statues, or at
common law, that would or might arise out of a termination of this
Agreement by Apple or refusal by Apple or renew or extend the term of
this Agreement.
G. Sales Agent's obligations under Sections 4.E(4) and (5), 6,7,8,9,10, and
11 and their subsections shall survive expiration or termination of the
Agreement.
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11 GENERAL TERMS
A. Governing Law. The Agreement and the corresponding relationships of the
parties shall be governed by and construed in accordance with the laws of
the state of California without giving effect to its conflict of law
provisions.
B. Disputes
(1) Any dispute, resolution, or proceeding with respect to the Agreement
shall take place in the County of Santa Xxxxx, State of California.
Sales Agent expressly agrees that venue within this district is proper
and voluntarily submits to the jurisdiction of the courts within same.
(2) Any action arising from or related to the Agreement must be brought
within ONE (1) YEAR from the date such action could have first been
brought. The parties expressly agree to this provision notwithstanding
any longer period which may be provided by statute and any such period is
expressly waived.
C. Notice. Notices and demands of any kind that Sales Agent may be required
or desire to serve upon Apple pursuant to this Agreement shall be served
by United States mail, postage prepaid or overnight courier providing a
signed receipt to Apple, at: Apple Computer, Inc.
Attention: Education District Manager
0000 Xxxxxxxx Xxxxxxxx Xxxxxxxx
Xxxxx 0000
Xxxxx, XX 00000
Notices and demands of any kind that Apple may be required or desire to
serve upon Sales Agent pursuant this Agreement shall be served by
personal service, United States mail, postage prepaid, or electronic mail
or overnight courier to Sales Agent, at Sales Agent's address set forth
in the Agreement or Sales Agent's Applelink address or subsequently
approved email address.
With written notice to the other, Apple and Sales Agent may designate in
writing different addresses. All notices or demands by United States
mail shall be deemed given and complete upon mailing.
D. Severability.
(1) In the event that any provision of the Agreement shall be held by a court
of competent jurisdiction to be invalid or unenforceable, the remaining
portions of the Agreement shall remain in full force and effect and
construed so as to best effectuate the intention of the parties upon
execution.
(2) The paragraph headings contained herein are for reference only and shall
not be considered as substantive parts of the Agreement. Use of the
singular or plural form shall include the other, and use of the
masculine, feminine, or neuter gender shall include the others.
E. Waiver. The waiver of any one default shall not waive subsequent
defaults of the same or different kind.
F. Successors in Interest. The provisions of the Agreement shall be binding
upon and inure to
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the benefit of the parties, their successors, and permitted assigns.
G. Order of Precedence. The terms of this Agreement and all documents
incorporated by reference shall be reasonably interpreted so as not to
result in a conflict. In the event of any conflict, the following order
of precedence will control: this Agreement, the Statement of Work, the
Performance Review and Original Request for Proposal, in that order.
12. ENTIRE AGREEMENT
This document and all documents referred to or incorporated herein by
reference contain all the agreements, warranties, understandings,
conditions, covenants, and representations made between Sales Agent and
Apple. Neither Apple nor Sales Agent shall be liable for any agreements,
warranties, understandings, conditions, covenants, or representations
that are not expressly set forth in the Agreement. Any different or
additional terms and conditions in any purchase order, invoice or other
such document are hereby expressly rejected by Apple and shall have no
force or effect.
The Agreement may only be modified in writing by an instrument signed by
an authorized representative of each party. Apple may unilaterally
modify guidelines and policies incorporated by reference in this
Agreement effective on the date designated by Apple. For changes
requiring Sales Agent to materially alter its activities, Sales Agent
shall have a reasonable period of time to implement such changes provided
such period does not exceed THIRTY (30) DAYS from the stated effective
date. Any changes affecting price or compensation, however, shall be
effective on the stated effective date.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THE AGREEMENT THROUGH
THEIR DULY AUTHORIZED REPRESENTATIVES.
SALES AGENT APPLE
Signature: /s/ Xxxxxxx X. Xxxxx Signature: /s/ Xxxxxx X. Xxxxxxx
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Print Name: Xxxxxxx X. Xxxxx Print Name: Xxxxxx X. Xxxxxxx
------------------------- ----------------------------
Title: Vice President Title: Manager, Bids & Contracts Mangmt.
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Date: 7/12/96 Dept: Bids and Contracts Management
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Date: 8/26/96
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