SUPPLY AGREEMENT
This Agreement is dated as of May 1, 1998, by and between NETsilicon,
Inc., having an address at 411 Waverley Oaks Road, Waltham, MA ("NSI"), and
Osicom Technologies, Inc., having an address at 2800 28th Street, Santa Monica,
CA ("Osicom").
1. Term: The term of this Agreement shall be five (5) years from the
date set forth above, and may be terminated only upon the mutual consent of both
parties hereto.
2. Agreement to Supply: For as long as this Agreement or any renewal or
extension thereof is in effect, Osicom shall purchase from NSI, and NSI shall
sell to Osicom, the products identified on Schedule A attached hereto and as
revised by mutual agreement from time to time ("NSI Products"), for resale to
present and future customers of Osicom. For as long as this Agreement or any
renewal or extension thereof is in effect, Osicom (or any subsidiary of Osicom)
shall manufacture NSI Products on behalf of NSI as long as they as price
competitive.
3. Prices:
A. Osicom shall pay to NSI for all NSI Products delivered
hereunder an amount equal to the price as identified on Schedule A attached
hereto. The price for the NSI Product shall increase or decrease in proportion
to any increase or decrease, as the case may be, in NSI's Landed Costs, as
hereinafter defined, such that NSI shall maintain the same gross margin
percentage for each unit, provided, however, that NSI shall not offer to sell or
sell any NSI Product at a lower price or upon more favorable terms than the
price and terms offered to Osicom. "Landed Costs" shall be equal to costs to NSI
from their supplier.
B. NSI shall pay Osicom for all NSI Products manufactured
by Osicom for NSI at Osicom's best price, which will be determined by the
parties from time to time.
4. Invoicing and Payment: Each party shall invoice the other for their
respective products, indicating in each case a shipping date and billing date.
Payment shall be due on a net cash basis thirty (30) days from the billing date.
5. Delivery of Products: Each party will provide products in accordance
with their usual and customary methods. Orders will be received in accordance
with each party's usual and customary procedures for accepting orders, which
procedures have been communicated to by NSI to Osicom and by Osicom to NSI and
may change from time to time in either party's reasonable discretion. In the
event that either party orders any products in quantities substantially greater
or less than the quantities normally ordered, such order must be placed in time
as will reasonably permit the supplying party to fulfill that order (if greater)
or to dispose of any excess quantity of product (if lesser) which the supplying
party may have obtained.
6. Force Majeure: Each party shall not be liable for any failure to
deliver products if such failure has been occasioned by the occurrence of any
act of war, fire, accident, casualty, embargo, strike, civil commotion,
government prohibitions or pre-emptions, failure of any supplier to supply
necessary products or ingredients, labor difficulties, equipment malfunction,
shortages of ingredients, fuel or energy, or any other circumstance beyond such
party's control.
7. Miscellaneous:
7.1 Notices given under this Agreement shall be in writing, and shall
be deemed given when delivered by a recognized overnight service, or three (3)
days after deposit by certified mail, return receipt requested, addressed to a
party at the address given above, or to another address specified by a party.
7.2 Each party (the "Indemnifying Party") agrees to protect, indemnify,
and hold the other, its successors and assigns, harmless from and against any
and all losses, liabilities, claims damages and expenses, including attorney's
fees, which Indemnifying Party may hereinafter incur, suffer or be required to
pay, and which arise out of Indemnifying Party's negligence or willful
misconduct.
7.3 This Agreement shall be governed by Massachusetts law. The parties
consent to exclusive jurisdiction of courts sitting in Massachusetts for all
disputes arising under this Agreement. Service of process is effective if served
in the manner a notice may be given under this Agreement.
7.4 Neither NSI nor Osicom shall not assign this Agreement to any other
person or entity, without the prior written consent of the other party, which
consent shall not be unreasonably withheld, provided, however, that Osicom may
assign all or any part of this Agreement to any of its subsidiaries without the
prior consent of NSI.
7.5 This Agreement contains the entire understanding of the parties and
may be changed or waived only in writing. Waiver of a breach of this Agreement
shall not operate as a waiver of any other breach. This Agreement is binding
upon and inures to the benefit of the parties hereto and their successors and
assigns. Invalidity of any provision of this Agreement shall not affect other
provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.
Attest: NET SILICON, INC.
By: /s/ Cornelius Peterson
__________________________ _____________________________
Cornelius Peterson, President
OSICOM TECHNOLOGIES, INC.
By: /s/ Christopher E. Sue
__________________________ _____________________________
Christopher E. Sue,
Vice-President of Finance
Schedule A
Products
PRODUCTS PRICE
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Osicom Purchases from NETsilicon
NET+ARM chips $19.00
Novell runtime licenses $3.50
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