Exhibit 10(m)
Agreement
The purpose of this AGREEMENT is to set forth
certain agreements between Ministry of Transportation and
Communication ( “MT & C” ), the Republic of
Kyrgyzstan’s Supervisory Institute for e-Government, and
E-Smart Technology Inc. (“ E-SMART
”).
WITNESSETH
WHEREAS , E-SMART is the provider of the Biometric
Verification Security System ™ (BVS2 ™ ) and the Super Smart Card
™ (hereinafter collectively referred to as the
“ Product ”);
WHEREAS , MT & C desires to perform services with
respect to the Product on behalf of E-SMART in connection with the
Republic of Kyrgyzstan smart card project (the “
Project ”);
WHEREAS , E-SMART and MT & C desire to collaborate
on the terms and conditions set out herein;
NOW, THEREFORE , in consideration of the mutual premises and
covenants set forth herein, the parties hereto agree as
follows:
1.1 E-SMART’s offers only a turnkey system
that includes both the hardware and software necessary to implement
the Product as a BOT basis.
1.2 The Project shall be a BOT
(Build-Operation-Transfer) basis.
1.3 Specific terms of BOT shall be settled by
the date of the Project contract.
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2.
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RELATIONSHIP
OF THE PARTIES
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2.1 MT & C and E-SMART shall cooperate in
all aspect to complete the Project.
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3.
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MAJOR
RESPONSIBILITY OF E-SMART
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3.1 E-SMART shall consider an BOT project and
make a business plan for implementing the Project, corresponding to
documented information and government policies provided by MT &
C.
3.2 E-SMART shall consider participating in
projects as follows:
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(a)
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E-SMART shall
run payment gateway (VAN) business.
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(b)
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E-SMART shall
implement e-NID, e-Passport, and government employee card
project.
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(c)
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E-SMART shall
implement AFC system and operate it.
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(d)
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E-SMART shall
implement government institution access control project.
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(e)
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E-SMART shall
implement welfares and social funds smart card project.
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3.3 E-SMART shall consider establishing a
subsidiary company for preparing the Project and implementing the
Project in the Republic of Kyrgyzstan.
3.4 E-SMART shall consider providing system
engineers, system equipments and project managers in order to
implement the Project.
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4.
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MAJOR
RESPONSIBILITY OF MT & C
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4.1 MT & C shall guarantee supports for the
Project by the legislations and policies of the Republic of
Kyrgyzstan.
4.2 MT & C shall guarantee the authority for
businesses discussed in clause 3 .
4.3 MT & C shall submit all necessary
information to e-Smart Technologies Inc. in order to implement the
Project.
4.4 MT & C shall provide protection and
convenience for E-SMART’s employees during stays in the
Republic of Kyrgyzstan.
4.5 MT & C shall provide VISAs to be issued
to E-SMART’s employees.
4.6 The Republic of Kyrgyzstan shall cooperate
with E-SMART for implementing the Project.
5.1 All intellectual property rights, including,
without limitation to the generality of the foregoing, copyright,
in any material produced in pursuance of the proposal and/or
tender, shall vest in and at all times remain vested in the
originator of that material.
5.2 Neither party shall gain or acquire by
virtue of this Agr
