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 3 rd 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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1.1.
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“ 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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1
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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
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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
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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
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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.
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MAJOR
RESPONSIBILITY OF PARTIES
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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 banke
