Exhibit 10(e)(2)
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT
INTERACTIVE WEB TERMINAL VOLUME PURCHASE
AND
MARKETING PARTNERSHIP
ADDENDUM
This Addendum supplements and modifies the Master Agreement dated January 26,
2000 between NCR Corporation ("NCR") and Inter*Act Electronic Marketing,
Incorporated ("you"). To the extent any provisions of this Addendum are
inconsistent with the terms and conditions of the Master Agreement, the
provisions of this Addendum will prevail.
1.0 MARKETING PARTNERSHIP
NCR and Inter*Act have agreed to become strategic partners in the sale and
marketing of Interactive Web Terminals. Further, in an effort to implement this
strategic relationship the parties agree to the following terms.
1.1. Inter*Act and NCR mutually agree to port applications to NCR's
Interactive Web Kiosk environment as per a separate Porting Agreement.
2.0 EXCLUSIVE RELATIONSHIP
Inter*Act agrees that NCR will be its sole and exclusive supplier of Interactive
Web Terminals unless an end user explicitly requires that another supplier be
used or NCR cannot meet the end user's specification. This commitment will be
effective for the duration of the partnership detailed in Section 3.0.
2.1 As part of this exclusive arrangement NCR agrees to provide space in
NCR's booth at the 2000 Marketechnics and FMI Trade Shows and other
trade shows, including those held in Europe, as mutually agreed upon.
2.2 NCR will also develop joint sales strategies and presentations with
Inter*Act for deployment in Q1, 2000 as mutually agreed upon. The
parties will mutually agree upon NCR/Inter*Act sales engagement plans
that clearly define roles and responsibilities, expectations and
obligations of both parties by region and in a specific customer
engagement.
3.0 TERM
The Term of this Addendum begins January 24, 2000 and ends January 23, 2002.
During this Term Inter*Act has the right to purchase and take delivery of up to
10,000 Interactive Web Terminals from NCR at the prices outlined in Attachment
1. At the end of this Term the parties may, upon mutual agreement, elect to
extend this Addendum with the understanding that pricing and payment terms may
be revised.
4.0 APPLICABILITY - PRODUCTS COVERED
This Addendum applies only to the products listed in Attachment 1 (the
"Products") which are: (i) purchased from NCR, either directly or through a
leasing company; and (ii) delivered during the Term. NCR may substitute
Products, provided the substitute
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Products do not materially impact form, fit or function. NCR agrees to provide
Inter*Act sufficient advance notification to ensure that Inter*Act's Customer
Quality Assurance process can be completed.
5.0 ORDERS
All orders, regardless of the form used, will be governed by this Addendum and
the Master Agreement. Any pre-printed language on your order form will have no
force or effect.
6.0 INVOICING AND PAYMENT TERMS
6.1 Units 1 - 5,000 Only. Invoicing will occur 5 days after shipment of
Products to Inter*Act's designated staging contractor. For accounts in which
Inter*Act has a special pricing agreement with its end user, Inter*Act will pay
[ ]% of the NCR invoice within [ ] days after the date of the invoice and the
remaining [ ]% within [ ] days after the date of the invoice. A list of end user
customers with whom Inter*Act has special pricing agreements is listed in
Attachment 2, which may be updated, in writing, from time to time. For all other
accounts, Inter*Act will pay 100% of the invoice within [ ] days after the date
of the invoice. The [ ] day payment delay is only applicable to the first 5,000
units shipped.
6.2 Units 5,001 - 10,000. Invoicing will occur 5 days after shipment of
Products to Inter*Act's designated staging contractor. Inter*Act will pay 100%
of the invoice within [ ] days after the date of the invoice. Additionally,
Inter*Act will be charged [______] for each unit shipped. This [_____]charge is
only applicable units 5,001 to 10,000.
7.0 PRICES
The Product prices in this Addendum do not include NCR's standard freight,
duties, distribution, and installation charges, any other charges associated
with your site or other requirements, and all taxes which relate to your
acquisition of the products (excluding NCR's net corporate income or franchise
taxes) all of which shall be the responsibility of Inter*Act. NCR will provide
Interact with an estimate of the current freight and duty charges.
The price for the three Product configurations listed in Attachment 1 are:
Model A -[ ]
Model B -[ ]
Model C -[ ]
Details of specific options such as printers, speakers, MSR's and other optional
components are also included in Attachment 1.
8.0 EQUITY INTEREST
In consideration of the discounts provided to Inter*Act in this Addendum,
Inter*Act agrees to issue shares of stock to NCR equivalent in value to [ ] for
each unit purchased. The share value applicable for different equipment
configurations, the method for determining the value of the stock, registration
and anti-dilution rights and
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class of shares will be set forth in a separate agreement between the parties
to be negotiated in good faith and executed within 30 days after the date of
this Agreement.
9.0 ORDER CHANGES
You may cancel any order in whole or in part, delay delivery or change the
installation location by providing written notice prior to shipment subject to
the Change Order Policy in Attachment 3.
10.0 CONFIDENTIALITY
This Agreement shall be considered confidential and each party will use
reasonable efforts to prevent the disclosure of its contents to any person not
an employee, except as may be required by law or government regulation. The
specific areas covered by this clause include contract price, terms & conditions
and other information that is specific to relevant negotiated issues that are
not covered by Section 11.0 below.
11.0 PUBLICITY
Without revealing any specific terms of this Agreement, you may disclose that
NCR is your vendor and NCR may disclose that you are an NCR customer, and both
parties may disclose the Products you are purchasing from NCR, the contract
value and the purpose for which you intend to use those Products. Each party may
request the other to participate in mutually agreed upon marketing activities,
including participating in and providing quotes for inclusion in press releases,
participating in print and television advertisements, discussions with the media
and business analysts, speaking at company and industry events and allowing the
other to document a case study of its use of NCR products.
It is understood that Inter*Act may disclose the contract in its 10-K report to
the Securities and Exchange Commission but will request confidentiality with
respect to pricing.
INTER*ACT ELECTRONIC MARKETING NCR CORPORATION
INCORPORATED
Signature Signature
Title Title
Typed Name Typed Name
Date Date
Page 3
/S/ ALAN COUCH 3/1/00
Signature
VP RETAIL KIOSK
Title
ALAN COUCH
Printed Name
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ATTACHMENT 1
MODEL A 12.1" DISPLAY/ SCANNER/MSR
$[ ]
7401-3112-8001 Retail Self Service Terminal-Scanner
7401-F002 LCD Color Display Active
7401-F012 266 Mhz Processor
7401-F022 64MB RAM
7401-F101 3 Track MSR
7401-F402 NT Operating System
7401-F601 US Power Cord
7401-F051 4.3 MB Hard Drive
7401-F200 Integrated hi-fi stereo speakers
7401-F580 Self Service Printer
7401-K523 Wall mount Bracket with SS printer
D370-0431-0100 7401 NT Client Platform Software
D370-0432-0100 7401 NT/95 Win 95 Server Platform
Software
D370-0433-0100 7401 NT Operating System Recovery
Software
A370-0022-0100 7401 Bios and Bios Update Software
MODEL B 12.1" DISPLAY/SCANNER
$[ ]
7401-3112-8001 Retail Self Service Terminal-Scanner
7401-F002 LCD Color Display Active
7401-F012 266 Mhz Processor
7401-F022 64MB RAM
7401-F402 NT Operating System
7401-F601 US Power Cord
7401-F051 4.3 MB Hard Drive
7401-F200 Integrated hi-fi stereo speakers
7401-F580 Self Service Printer
7401-K523 Wall mount Bracket with SS printer
D370-0431-0100 7401 NT Client Platform Software
D370-0432-0100 7401 NT/95 Win 95 Server Platform
Software
D370-0433-0100 7401 NT Operating System Recovery
Software
A370-0022-0100 7401 Bios and Bios Update Software
No Pedestal
No PCMCIA
Page 5
MODEL C 12.1" DISPLAY
$[ ]
7401-2112-8001 Retail Self Service Terminal-Scanner
7401-F002 LCD Color Display Active
7401-F012 266 Mhz Processor
7401-F022 64MB RAM
7401-F402 NT Operating System
7401-F601 US Power Cord
7401-F051 4.3 MB Hard Drive
7401-F200 Integrated hi-fi stereo speakers
7401-F580 Self Service Printer
7401-K523 Wall mount Bracket with SS printer
D370-0431-0100 7401 NT Client Platform Software
D370-0432-0100 7401 NT/95 Win 95 Server Platform
Software
D370-0433-0100 7401 NT Operating System Recovery
Software
A370-0022-0100 7401 Bios and Bios Update Software
No Pedestal
No PCMCIA
Components Item Price
7401-F024 * 128MB DRAM $[ ]
7401-F101- ** 3 Track MSR $[ ]
7401-F402** NT operating System $[ ]
7401- 10GB Disk drive *
7401-F200 ** Integrated hi-fi stereo speakers $[ ]
7401-F580 ** Self Service Printer $[ ]
7401-K523 ** Wall mount Bracket with SS printer $[ ]
D370-0431-0100 ** 7401 NT Client Platform Software $[ ]
D370-0432-0100 ** 7401 NT/95 Win 95 Server Platform
Software $[ ]
D370-0433-0100 ** 7401 NT Operating System Recovery
Software $[ ]
A370-0022-0100 ** 7401 Bios and Bios Update Software $[ ]
*Price for 12.1 GB Hard Drive will be provided when released.
(1) Indicates that NCR has established certification guidelines for this
Product. You must maintain certification in accordance with those
guidelines in order to remarket this Product.
* These items would be added to a configuration
** These items could potentially be removed from a configuration
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ATTACHMENT 2
List of Inter*Act end users with special pricing end user agreements
TEXT OF ATTACHMENT REDACTED PURSUANT TO CONFIDENTIALITY REQUEST
Page 7
ATTACHMENT 3
ORDER CHANGE POLICIES
Customer initiated changes increase NCR administration cost. Any order change is
defined as any change to the configuration ordered, requested delivery date or
location or cancellation.
CUSTOMER REQUESTED CHANGES CUSTOMER CHARGE
A. Expedite shipment, i.e. air freight Actual cost plus handling
2. Order change
Configuration change--less than 15
working days [ ]% net order value
Delay shipment--less than 30 days [ ]% net order value
More than 30 days [ ]% net order value per month
Change location [ ]% net order value
C. Cancellation--less than 60 days [ ]% net order value