FORM OF LETTER AGREEMENT
This Agreement is entered into between Celerity Systems, Inc. ("Celerity"), a
Delaware corporation with offices at 122 Perimeter Park Drive, Knoxville, TN
37922, and _____ ("UCL"), an Unisys subsidiary company with offices at ______
hereinafter, the "Parties".
1. Purpose of Agreement. The Parties intend to cooperate in the sale,
provisioning and support of Interactive Video and High-Speed Internet products
and services. The Parties agree to cooperate in good faith with the objective of
completing a Final Agreement within 6 months (180) days.
2. Confidentiality. The Parties have previously entered into a Non
Disclosure Agreement, which is specifically incorporated by reference into this
Agreement.
3. Description of Activities. The Parties intend to market, sell, and
support Interactive Video and High-Speed Internet products and services within
the Territory. The Territory is defined as China and such other countries or
regions within Asia as the Parties may mutually agree. The Parties agree that
during the Term of the Agreement, neither Party will enter into business with
any other company for similar products or services within the Territory for a
period of one (1) year following the most recent sale to a Customer in the
Territory. The Parties agree to develop a plan for private labeling of the
products and services under the brand identities agreed to by the Parties.
4. Financial Terms. The financial terms will be as stated in the Final
Agreement, however, it is the intention of the Parties to have each fairly
compensated for the products, services and work done under the Agreement.
5. Term and Termination. This Agreement is intended to be replaced in its
entirety by a Final Agreement; should such Final Agreement not be executed
within one (1) year following this Letter Agreement, this Agreement will be
terminated unless extended by mutual agreement by the Parties prior to that
time.
6. Expenses. Unless expressly set forth in this Agreement or otherwise
agreed in writing between the parties; any expenses will be borne by the party
undertaking the activity.
7. Independent Contractors. The relationship of the parties established by
this Agreement is that of independent contractor, and nothing contained in this
Agreement will be construed to constitute the parties as participants in a joint
or common undertaking, or allow either party to create or assume any obligation
on behalf of the other party for any purpose whatsoever.
8. LIMITATION OF LIABILITY. In no event shall either party be liable to
the other party for any indirect, incidental, special or consequential damages
(unless arising from a breach of the proprietary rights of a party to this
Agreement), including without limitation lost or anticipated profits incurred by
a party or for any third party claim arising out of or related to this
Agreement, whether in contract or in tort, even if the other party has been
advised of the possibility of such damages.
9. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of California, United States of America,,
without regard to conflicts of laws or principals thereof. The rights and
obligations under this Agreement shall not be governed by the United Nations
Convention on Contracts or the International Sale of Goods, the application of
which is expressly excluded, but such rights and obligations will be governed by
the laws of the State of California, United States of America.
10. Notice. Any and all notices, demands, or other communications,
including notices of address changes, required or desired to be given hereunder
by any party shall be in writing and shall be validly given or made to another
party if served personally, or if deposited in the United States mail, certified
or registered, postage prepaid, return receipt requested, or if delivered via a
third party overnight express mail service. If such notice is served personally,
notice shall be conclusively deemed made at the time of such personal service.
If such notice, demand or other communication is given via third party overnight
express mail service, notice shall be conclusively deemed made upon delivery by
such service. If such notice, demand or other communication is given by mail,
such notice shall be conclusively deemed made five days after deposit thereof in
the United States mail addressed to the party to whom such notice demand or
other communication is to be given as follows:
If to Celerity: Celerity Systems, Inc.
122 Perimeter Park Drive
Knoxville, TN 37922
Attn: President
If to UCL: 8th FL., No. 333 Tun-Hua S. Road, Sec. 2,
Taipei 106, Taiwan
Attn: General Manager (Communications Group)
11. Severability. In the event that any of the provisions, or portions
thereof, of this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the validity and enforceability of the remaining
provisions or portions of this Agreement shall not be affected thereby.
12. Assignment. This Agreement may not be assigned by any party without the
prior written consent of the other party, which consent shall not be
unreasonably withheld.
13. Modifications or Amendments. No amendment, change or modification of
this Agreement shall be valid unless in writing and signed by the parties
hereto.
14. Successors and Assigns. All of the Provisions hereof shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
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15. Reservation of Rights. A party's waiver of any of its remedies afforded
hereunder or by law shall not operate to waive any other remedies which such
party shall have available to it.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
by their respective authorized representatives:
Celerity Systems, Inc. Unisys ___________, Ltd.
/s/ Kenneth D. Van Meter /s/ respective signatory
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Signature Signature
Kenneth D. Van Meter
President and CEO
December 26, 2000 December 21, 2000
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Date Date
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