Cooperation AgreementCooperation Agreement |
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E-SMART TECHNOLOGIES INC | eSmart Korea, LLC | Samsung SDS Co., LTD.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10(p)
Cooperation Agreement
The purpose of this Cooperation Agreement (the “AGREEMENT”) is to set forth certain binding agreements and stipulations for collaborating on a nationwide School and Educational Institution Management Project in the Republic of Korea (the “Joint Project”) as defined hereinbelow. The AGREEMENT is made and entered into as of the 18th day of June, 2004 by and between eSmart Korea, LLC., a limited liability corporation duly organized and existing under the laws of the Republic of Korea, having offices at 642-9, Songchon B/D 9F. Yeoksam-dong. Gangnarn-gu, Seoul, Korea ( “E-SMART”), Samsung SDS Co., LTD., a corporation duly organized and existing under the laws of the Republic of Korea, having offices at 707-19, Yeoksam-2-dong, Gangnam-gu, Seoul, Korea (“SDS”), and Kobile Inc. a corporation duly organized and existing under the laws of the Republic of Korea, having offices at 32-8, Samho 3rd APT 202, Banpo-dong, Seocho-gu, Seoul, Korea (“KOBILE”), each hereinafter sometimes referred to as party or collectively as parties
WITNESSETH
WHEREAS, E-SMART is the provider in Korea of the Biometric Verification Security System™ (“BVS2™”) and the Super Smart Card™ (hereinafter collectively referred to as the “Product”);
WHEREAS, SDS and KOBILE desire to join with E-SMART to deploy the Product by performing certain specified and to be specified services with respect to and in connection with the Joint Project;
WHEREAS, E-SMART, SDS, and KOBILE are each desirous to collaborate with each other in order to realize the Joint Project on the terms and conditions set forth herein
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:
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1. |
THE JOINT PROJECT |
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1.1. |
“Joint Project” as used herein shall mean the implementation of the Product and the provision of related systems and equipment as necessary to digitize |
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and provide certain services to all participating schools, educational institutions and their related facilities located in the Republic of Korea (each an “Institution”, collectively, the “Institutions”) on a turn key, ______ basis. As of the date hereof, certain Institutions have already executed binding commitments to be participating Institutions. A list of these participants is attached hereto as Exhibit A and made a part hereof. |
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1.2 |
When installation is complete at each Institution, E-SMART shall operate the system provided and shall supply and issue E-SMART’s Super Smart Card’s™ to all students and personnel of such Institution to be used for ID, access, payments of all kinds including tuition and payments to local merchants, banking, SMS, among other applications. |
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1.3 |
Transaction fees generated through the use of the Product shall be for the sole benefit of E-SMART in order to defray E-SMART’s initial implementation costs as well as the on-going operating expenses of the system. |
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1.4 |
Loyalty rebates/discounts from all participating vendors, including but not limited to the Institutions, shall be split by the parties such that two-thirds (2/3) of these sums shall be paid solely to E-SMART as received and one-third (1/3) of these sums shall be paid jointly to SDS and KOBILE as received. |
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2. |
MAJOR RESPONSIBILITY OF PARTIES |
2.1 E-SMART, SDS and KOBILE shall fully cooperate with one another, each providing their particular expertise to the Joint Project in a manner designed to maximize the success of the Joint Project and, therefore the success of each party. In particular:
(A) E-SMART shall be the Product provider and the system operator and shall supply:
(A.1) the proprietary software and hardware required to implement E-SMART’S BVS2™ operating platform to each Institution;
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(A.2) its Super Smart Cards™ in quantities sufficient for each institution to provide one card to each of its students, personnel and any other agreed persons;
(A.3) all services necessary to operate the BVS2™ platform and the Super Smart Cards™ for the purposes described herein;
(A.4) the opportunity for SDS and KOBILE to provide all “COTS” (Commercial, Off The Shelf) equipment and software as needed to implement the Product at prices and on terms solely acceptable to E-SMART and its bankers as well as the opportunity to provide such other services as may be agreed between E-SMART and SDS and/or KOBILE as may be necessary to implement the Product for the Joint Project;
(A.5) by arrangement with its bankers for the investment of all necessary funds for the Joint Project subject to the receipt by E-SMART’S bankers of all guarantees, documentation and agreements to their sole and complete satisfaction.
(A.6) such other services as may be agreed among the parties from time to time and evidenced by a document duly executed by each party hereto.
(B) SDS shall be the prime system integrator for the installation and delivery of the Joint Project and as such shall supply:
(B.1) all COTS equipment and COTS software required to successfully implement the Joint Project on terms and conditions acceptable to E-SMART and its bankers;
(B.2) all custom software necessary to localize the BVS2™ platform and/or as may be required in the opinion of E-SMART for the proper operation of the Product when used for the purposes of the Joint Project on terms and conditions acceptable to E-SMART and its bankers;
(B.3) such other services as may be agreed among the patties from time to time and evidenced by a document duly executed by each party hereto.
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(C) KOBILE shall be the prime marketing manager and as such shall supply:
(C.1) an irrevocable and unconditional contract with each Institution on terms fully satisfactory to each party and to E-SMART’S bankers calling for the parties to supply the Joint Project to such Institution and for such Institution to use the Product for all financial transactions, among others, and to require use of the Product by all of its students, personnel and agreed others for a period of not less than years;
(C.2) agreements with merchants and suppliers to use the Product for financial transactions, among others, to the maximum extent possible;
(C.3) such other services as may be agreed among the parties from time to time and evidenced by a document duly executed by each party hereto.
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3. |
OTHER RESPONSIBILITIES |
3.1 E-SMART, SDS, and KOBILE shall cooperate in complete good faith for the mutual benefit of all to complete the Joint Project.
3.2
