exv10w11



Table of Contents


Exhibit 10.11

Shareholders Agreement in relation
to Global Data 

Media
FZ-LLC



Dated 25 February 2003


Imation Corp.

(Imation)


Moser Baer India Ltd.

(MBI)


Global Data Media FZ-LLC

(the Company) and


MBI International FZ-LLC

(International)


Denton Wilde Sapte

PO Box 1756

Dubai

United Arab Emirates

Tel:00 971 4 331 0220

Fax:00 791 4 331 0201

www.dentonwildesapte.com


 







TABLE OF CONTENTS




									
	1 Definitions and Interpretation
		1.1 Definitions
		1.2 Interpretation
	2 Purpose and Business of the Group
		2.1 Definition of Business
		2.2 Objectives of the Parties
		2.3 Business Plan
		2.4 House Brand
		2.5 Constitutive Documents
		2.6 Non-competition
	3 Closing
		3.1 Initial capitalisation
		3.2 Time and place of Closing
		3.3 Obligations at Closing
	4 Provision of Finance
		4.1 Financing the Group
		4.2 Further funding
		4.3 Default in funding obligation
		4.4 Terms of Shareholders Loans
		4.5 Dividend
	5 The Board and Management
		5.1 Nominated Directors
		5.2 Chairman
		5.3 Board meetings
		5.4 Quorum
		5.5 Alternate Directors
		5.6 Voting at Board meetings
		5.7 Majority voting
		5.8 Written resolutions of the Board
		5.9 Recording of Minutes of the Board Meetings
		5.10 Shareholders to ensure Nominated Director’s resignation
		5.11 Auditors of the Company
		5.12 Directors of other Group Companies
	6 Operation of the Company’s Business
		6.1 Managing Director
		6.2 Appointment and removal of Managing Director
		6.3 Director of Sales
		6.4 Customer support team
		6.5 Employee liability
		6.6 Business housekeeping
		6.7 Subsidiaries and Branches
		6.8 Limitations on Disclosure
		6.9 Sales to Customers
		6.10 Transfer of employees to MBI
	7 Shareholder Meetings
		7.1 Notice of Shareholder meetings
		7.2 Quorum for Shareholder meetings
		7.3 Chairman of Shareholder meetings
		7.4 Voting at General Meetings
		7.5 General Meeting of Subsidiaries
	8 Information
		8.1 Preparation and currency of financial information
		8.2 Financial information
		8.3 Audit rights
		8.4 Exercise of audit rights
		8.5 Restriction on disclosure of information
		8.6 Access and verification of Company information
	9 Minority Shareholder Protections
		9.1 List of minority Shareholder protections
		9.2 Deadlock resolution
		9.3 Related Party Agreements
		9.4 Application of restrictions to Subsidiaries
	10 Confidentiality and Announcements
		10.1 Definitions in this Clause
		10.2 Duty of confidentiality
		10.3 Permitted disclosures
		10.4 Consultation
		10.5 Restrictions on announcements
		10.6 Permitted announcements
		10.7 Prior consultation on announcements
		10.8 Continuance of obligations
	11 Transfer of Shares
		11.1 General prohibition on Share transfers
		11.2 Permitted transfers
	12 Duration and termination
		12.1 Duration
		12.2 Termination without cause
		12.3 Termination with cause by Imation
		12.4 Termination with cause by MBI
		12.5 Termination with cause — termination fee
		12.6 Consequences of termination — liquidation of the Company and its Subsidiaries
		12.7 Consequences of termination — Imation as Defaulting Party
		12.8 Consequences of termination — MBI as Defaulting Party
		12.9 Consequences of termination — Non solicitation
		12.10 Termination for disagreement on a Major Decision
		12.11 List of Major Decisions
	13 Representations, Warranties and Indemnities
		13.1 Warranties by Imation
		13.2 Warranties by MBI
		13.3 Compliance with laws
		13.4 Consent to certain matters
		13.5 US Foreign Corrupt Practices Act
		13.6 Indemnity
		13.7 Limitation of Liability
	14 General
		14.1 Parties’ general obligation
		14.2 Conflict with the Regulations
		14.3 No partnership
		14.4 Costs
		14.5 No Assignment
		14.6 Execution in Counterparts
	15 Notices
		15.1 Method and delivery
		15.2 Addresses
		15.3 Receipt
	16 English law
	17 Arbitration
		17.1 Submission to arbitration
		 17.2 Language of proceedings
	 18 Imation Guarantee
		18.1 Guaranteed obligations
		18.2 No release etc
		18.3 No avoidance of release, settlement etc
	19 Survival
	Schedule 1 — Representations and Warranties
	Schedule 2 — Closing obligations
	Schedule 3 — Confidentiality Agreement (Clause 6.8)
	Schedule 4 — Management Roles and Responsibilities (Clause 6.6(d))
	2000 Stock Incentive Plan, as Amended
	Shareholders Agreement - Global Data Media FX-LLC
	Subsidiaries
	Consent of Independent Auditors
	Power of Attorney
	Certification Pursuant to Section 302
	Certification Pursuant to Section 302
	Certification Pursuant to Section 906
	Certification Pursuant to Section 906








Table of Contents


Contents



	 	 	 	 	 	 	 	 	 
	1
	 	Definitions and Interpretation	 	 	2	 
	1.1
	 	Definitions	 	 	2	 
	1.2
	 	Interpretation	 	 	4	 
	2
	 	Purpose and Business of the Group	 	 	4	 
	2.1
	 	Definition of Business	 	 	4	 
	2.2
	 	Objectives of the Parties	 	 	5	 
	2.3
	 	Business Plan	 	 	5	 
	2.4
	 	House Brand	 	 	6	 
	2.5
	 	Constitutive Documents	 	 	6	 
	2.6
	 	Non-competition	 	 	6	 
	3
	 	Closing	 	 	7	 
	3.1
	 	Initial capitalisation	 	 	7	 
	3.2
	 	Time and place of Closing	 	 	7	 
	3.3
	 	Obligations at Closing	 	 	7	 
	4
	 	Provision of Finance	 	 	8	 
	4.1
	 	Financing the Group	 	 	8	 
	4.2
	 	Further funding	 	 	8	 
	4.3
	 	Default in funding obligation	 	 	8	 
	4.4
	 	Terms of Shareholders Loans	 	 	8	 
	4.5
	 	Dividend	 	 	9	 
	5
	 	The Board and Management	 	 	9	 
	5.1
	 	Nominated Directors	 	 	9	 
	5.2
	 	Chairman	 	 	10	 
	5.3
	 	Board meetings	 	 	10	 
	5.4
	 	Quorum	 	 	10	 
	5.5
	 	Alternate Directors	 	 	10	 
	5.6
	 	Voting at Board meetings	 	 	10	 
	5.7
	 	Majority voting	 	 	11	 
	5.8
	 	Written resolutions of the Board	 	 	11	 
	5.9
	 	Recording of Minutes of the Board Meetings	 	 	11	 
	5.10
	 	Shareholders to ensure Nominated Director's resignation	 	 	11	 
	5.11
	 	Auditors of the Company	 	 	11	 
	5.12
	 	Directors of other Group Companies	 	 	12	 
	6
	 	Operation of the
Company’s Business	 	 	12	 
	6.1
	 	Managing Director	 	 	12	 
	6.2
	 	Appointment and removal of Managing Director	 	 	13	 
	6.3
	 	Director of Sales	 	 	13	 
	6.4
	 	Customer support team	 	 	13	 
	6.5
	 	Employee liability	 	 	14	 
	6.6
	 	Business housekeeping	 	 	14	 
	6.7
	 	Subsidiaries and Branches	 	 	14	 
	6.8
	 	Limitations on Disclosure	 	 	15	 
	6.9
	 	Sales to Customers	 	 	15	 
	6.10
	 	Transfer of employees to MBI	 	 	15	 
	7
	 	Shareholder Meetings	 	 	16	 
	7.1
	 	Notice of Shareholder meetings	 	 	16	 
	7.2
	 	Quorum for Shareholder meetings	 	 	16	 
	7.3
	 	Chairman of Shareholder meetings	 	 	16	 



Contents (i)






Table of Contents




	 	 	 	 	 	 	 	 	 
	7.4
	 	Voting at General Meetings	 	 	16	 
	7.5
	 	General Meeting of Subsidiaries	 	 	16	 
	8
	 	Information	 	 	16	 
	8.1
	 	Preparation and currency of financial information	 	 	16	 
	8.2
	 	Financial information	 	 	17	 
	8.3
	 	Audit rights	 	 	17	 
	8.4
	 	Exercise of audit rights	 	 	17	 
	8.5
	 	Restriction on disclosure of information	 	 	18	 
	8.6
	 	Access and verification of Company information	 	 	18	 
	9
	 	Minority Shareholder Protections	 	 	19	 
	9.1
	 	List of minority Shareholder protections	 	 	19	 
	9.2
	 	Deadlock resolution	 	 	20	 
	9.3
	 	Related Party Agreements	 	 	20	 
	9.4
	 	Application of restrictions to Subsidiaries	 	 	20	 
	10
	 	Confidentiality and Announcements	 	 	21	 
	10.1
	 	Definitions in this Clause	 	 	21	 
	10.2
	 	Duty of confidentiality	 	 	21	 
	10.3
	 	Permitted disclosures	 	 	21	 
	10.4
	 	Consultation	 	 	21	 
	10.5
	 	Restrictions on announcements	 	 	22	 
	10.6
	 	Permitted  announcements	 	 	22	 
	10.7
	 	Prior consultation on announcements	 	 	22	 
	10.8
	 	Continuance of obligations	 	 	22	 
	11
	 	Transfer of Shares	 	 	22	 
	11.1
	 	General prohibition on Share transfers	 	 	22	 
	11.2
	 	Permitted transfers	 	 	23	 
	12
	 	Duration and termination	 	 	23	 
	12.1
	 	Duration	 	 	23	 
	12.2
	 	Termination without cause	 	 	23	 
	12.3
	 	Termination with cause by Imation	 	 	23	 
	12.4
	 	Termination with cause by MBI	 	 	24	 
	12.5
	 	Termination with cause - termination fee	 	 	24	 
	12.6
	 	Consequences of termination - liquidation of the Company and its Subsidiaries	 	 	24	 
	12.7
	 	Consequences of termination - Imation as Defaulting Party	 	 	24	 
	12.8
	 	Consequences of termination - MBI as Defaulting Party	 	 	25	 
	12.9
	 	Consequences of termination - Non solicitation	 	 	25	 
	12.10
	 	Termination for disagreement on a Major Decision	 	 	25	 
	12.11
	 	List of Major Decisions	 	 	25	 
	13
	 	Representations, Warranties and Indemnities	 	 	26	 
	13.1
	 	Warranties by Imation	 	 	26	 
	13.2
	 	Warranties by MBI	 	 	26	 
	13.3
	 	Compliance with laws	 	 	26	 
	13.4
	 	Consent to certain matters	 	 	27	 
	13.5
	 	US Foreign Corrupt Practices Act	 	 	27	 
	13.6
	 	Indemnity	 	 	27	 
	13.7
	 	Limitation of Liability	 	 	28	 
	14
	 	General	 	 	28	 
	14.1
	 	Parties’ general obligation	 	 	28	 
	14.2
	 	Conflict with the Regulations	 	 	28	 
	14.3
	 	No partnership	 	 	28	 
	14.4
	 	Costs	 	 	28	 



Contents (ii)






Table of Contents




	 	 	 	 	 	 	 	 	 
	14.5
	 	No Assignment	 	 	28	 
	14.6
	 	Execution in Counterparts	 	 	28	 
	15
	 	Notices	 	 	29	 
	15.1
	 	Method and delivery	 	 	29	 
	15.2
	 	Addresses	 	 	29	 
	15.3
	 	Receipt	 	 	29	 
	16
	 	English law	 	 	30	 
	17
	 	Arbitration	 	 	30	 
	17.1
	 	Submission to arbitration	 	 	30	 
	17.2
	 	Language of proceedings	 	 	30	 
	18
	 	Imation Guarantee	 	 	30	 
	18.1
	 	Guaranteed obligations	 	 	30	 
	18.2
	 	No release etc	 	 	31	 
	18.3
	 	No avoidance of release, settlement etc	 	 	31	 
	19
	 	Survival	 	 	31	 
	Schedule 1 - Representations and Warranties	 	 	32	 
	Schedule 2 - Closing obligations	 	 	34	 
	Schedule 3 - Confidentiality Agreement (Clause 6.8)	 	 	37	 
	Schedule 4 - Management Roles and Responsibilities (Clause 6.6(d))	 	 	40	 



Contents (iii)






Table of Contents




Shareholders Agreement (hereinafter the Agreement)



Dated 25 February 2003


Between



	(1)	 	Imation Corp. (Imation) a company incorporated in the State of Delaware,
USA having its principal office at Imation Place, Oakdale, Minnesota, USA;
	 
	(2)	 	Moser Baer India Ltd. (MBI) a company incorporated in India with
registered number 15431 having its registered office at 63, Ring Road,
Lajpat Nagar III, New Delhi - 110024, India;
	 
	(3)	 	Global Data Media FZ-LLC (the Company) a free zone limited liability
company incorporated in the Dubai Internet City under licence number 19599
and having its registered office at Office No. 119/120, Building 14, First
Floor, Dubai Internet City, Dubai, United Arab Emirates; and
	 
	(4)	 	MBI International FZ-LLC (International) a free zone limited liability
company incorporated in the Dubai Internet City under licence number 19612
and having its registered office at Office No. 119/120, Building 14, First
Floor, Dubai Internet City, Dubai, United Arab Emirates.



Recitals




	A	 	Imation is a multi-national company involved in the development and
marketing of magnetic and optical removable data storage products.
	 
	B	 	MBI is a multi-national company involved in the manufacture and
supply of magnetic and optical removable data storage products.
	 
	C	 	The Company proposes to market and sell optical removable data
storage products to customers worldwide (excluding in India) through
its wholly owned Subsidiaries in order to maximise the sales
opportunities created by synergies between Imation and MBI which
could not fully be exploited by either of them acting alone.
	 
	D	 	Imation and MBI have agreed to promote the Company being a Dubai
registered “technology, electronic commerce and media free zone
limited liability company” in the Dubai Internet City in Dubai,
United Arab Emirates, together with its Subsidiaries for the purpose
of conducting the Business as described in Clause 2.1 with the
objectives described in Clause 2.2.
	 
	E	 	Imation and MBI are entering into this Agreement to regulate their
relationship as shareholders in and the management of the Company and
its Subsidiaries.
	 
	F	 	The Company and International are entering into this Agreement to
obtain the benefit of certain rights and to enter into certain
obligations.



In consideration of and in reliance upon the mutual covenants and agreements of
the Parties set out in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each Party, the Parties agree as follows:


1






Table of Contents






	1	 	Definitions and Interpretation







	1.1	 	Definitions
	 
	 	 	In this Agreement and its Recitals the following definitions shall apply.
	 
	 	 	AED means United Arab Emirates Dirhams.
	 
	 	 	Annual Budget means a budget including income statements (incorporating
operating expenditure), working capital, capital expenditure and cash
flow statements for a financial year of the Group.
	 
	 	 	Applicable Laws means the Dubai Technology, Electronic Commerce & Media
Free Zone Law comprising law no.1 of 2000 of the Emirate of Dubai,
together with all relevant laws and regulations issued by the government
of Dubai and the Authority and all laws and regulations of the United
Arab Emirates and the Emirate of Dubai applicable to the Company as an
FZ-LLC incorporated within the Dubai Internet City.
	 
	 	 	Articles means the articles of association of the Company in the agreed
form or as they may subsequently be amended from time to time pursuant to
Clause 9.1.
	 
	 	 	Associate means, with respect to any Party (excluding any Group Company),
any person (excluding any Group Company) that from time to time directly
or indirectly through one or more intermediaries, owns or controls, or is
owned or controlled by, or is under common ownership or control with the
Party or person specified, where own means ownership of more than 50% of
the equity interests or rights to distributions on account of equity of
the Party or person and control means the power to direct the management
or policies of the Party or person specified.
	 
	 	 	Authority means the Dubai Technology, Electronic Commerce & Media Free
Zone Authority constituted in accordance with the Dubai Technology,
Electronic Commerce & Media Free Zone Law comprising law no.1 of 2000 of
the Emirate of Dubai.
	 
	 	 	Board means the board of directors of the Company.
	 
	 	 	Business has the meaning set out in Clause 2.1.
	 
	 	 	Business Plan means the business plan of the Group as mutually agreed
between the Parties and as amended from time to time in accordance with
this Agreement.
	 
	 	 	Chairman means the Chairman from time to time of the Board.
	 
	 	 	Closing means the closing of the transaction contemplated by this
Agreement in accordance with Clause 3 and Schedule 2.
	 
	 	 	Customers means persons requiring branded, private label and/or bulk
Products.
	 
	 	 	Director means a director of the Company and A Directors and B Directors
shall have the meanings in Clause 5.1.
	 
	 	 	Director of Sales means the individual appointed from time to time as the
director of sales of the Group pursuant to Clause 6.3.
	 
	 	 	Glyphics Agreement means the agreement of even date between (1) MBI and
(2) the Company for the purchase by the Company of the entire issued and
outstanding stock of Glyphics Media, Inc. (Glyphics).



2






Table of Contents







	 	 	Group or Group Companies means the Company and its Subsidiaries and Group
Company means any of them.
	 
	 	 	House Brand means a brand of Products in which a Group Company owns the
brand intellectual property rights.
	 
	 	 	Imation Purchaser means Imation and each of its Associates.
	 
	 	 	LIBOR means the interest rate for Dollar deposits for a 30 day period
which appears on the screen display designated as “Page 3750” on the
Telerate Service (or such other screen display or service as may replace
it for the purpose of displaying British Bankers’ Association LIBOR Rates
for Dollar deposits in the London interbank market) at or about 11.00
a.m. on the due date for receipt by the Company of Shareholder Loans and
every 30 days thereafter.
	 
	 	 	Managing Director or MD means the individual appointed from time to time
as the managing director of the Group pursuant to Clause 6.2.
	 
	 	 	Nominated Directors means the A Directors and the B Directors.
	 
	 	 	Other Goods shall mean media and other related products (other than
Products) that may be manufactured/supplied by MBI for distribution to
customers in the Territory.
	 
	 	 	Party means Imation, MBI, International or the Company and Parties means
all or any of them as the context may require.
	 
	 	 	Permitted Transferee has the meaning in Clause 11.2.
	 
	 	 	Products means optical data storage media in the CD and DVD recordable
and re-writeable formats, whether packaged or unpackaged.
	 
	 	 	PSS Division means the business division within Imation and/or its
Associates which produces and/or sells personal computer storage
applications comprising of optical media products (such as the Products)
and/or magnetic disc products (such as diskettes), including the relevant
part of another division within Imation and/or its Associates into which
such business division may be reorganised in whole or in part from time
to time.
	 
	 	 	Related Party means, with respect to any Party (excluding any Group
Company), any person (excluding any Group Company) that from time to time
directly or indirectly through one or more intermediaries, owns or
controls, or is owned or controlled by, or is under common ownership or
control with the Party or person specified or the key officers of the
Party or person specified, where own means ownership of more than 26% of
the equity interests or rights to distributions on account of equity of
the Party or person and control means the power to direct the management
or policies of the Party or person specified.
	 
	 	 	Related Party Agreement means an agreement, contract or understanding
(whether or not in writing) between any Group Company and a Party
(excluding any Group Company) or a Related Party.
	 
	 	 	Supply Services Agreement means an agreement of even date entered into
between (1) the Company and (2) MBI and Imation for the provision of
services by MBI and Imation to the Company.
	 
	 	 	Shareholder means Imation or MBI and Shareholders means both of them.



3






Table of Contents







	 	 	Shareholder Loans means loans made by the Shareholders or any Associate
of either Shareholder to any Group Company pursuant to Clause 4.2, to be
repaid on the terms set out in Clause 4.4.
	 
	 	 	Shares means shares with a nominal value of AED 1,000 each in the capital
of the Company.
	 
	 	 	Subsidiaries means the direct and indirect subsidiaries of the Company
from time to time, including the companies to be formed in accordance
with Clause 6.7.
	 
	 	 	Territory means all countries excluding the Republic of India.
US$means United States Dollars.







	1.2	 	Interpretation
	 
	 	 	In this Agreement, unless otherwise specified:




	 	(a)	 	reference to any law, bye-law, regulation, rule, delegated
legislation or order is to any law, bye-law, regulation, rule,
delegated legislation or order as amended, modified or replaced from
time to time and to any law, bye-law, regulation, rule, delegated
legislation or order replacing or made under any of them;
	 
	 	(b)	 	references to any Clause, paragraph or Schedule are to those
contained in this Agreement and all Schedules to this Agreement are
an integral part of this Agreement;
	 
	 	(c)	 	headings are for ease of reference only and shall not be
taken into account in construing this Agreement;
	 
	 	(d)	 	person includes any individual, firm, partnership, company or
other incorporated or unincorporated body;
	 
	 	(e)	 	in writing includes any communication made by email (provided
it has been subsequently confirmed by letter or fax), letter or fax;
	 
	 	(f)	 	a document is in the agreed form if it is in the form of a
draft agreed between and initialled by or on behalf of the Parties
on or before the date of this Agreement;
	 
	 	(g)	 	references to any month, year or date shall be construed by
reference to the Gregorian Calendar; and
	 
	 	(h)	 	the words include, including and in particular shall be
construed as being by way of illustration or emphasis only and shall
not be construed as, nor shall they take effect as, limiting the
generality of any preceding words.







	2	 	Purpose and Business of the Group







	2.1	 	Definition of Business
	 
	 	 	The business of the Group (the Business) shall only be:




	 	(a)	 	to act as non-exclusive purchaser of Products
manufactured/supplied by MBI under the “have made rights” of
Imation, the Company and/or the Subsidiaries and their sale to
Customers in accordance with the provisions of Clause 2.2 below;



4






Table of Contents







	 	(b)	 	to act as non-exclusive purchaser of Products
manufactured/supplied by MBI, for which the “have made rights” of
Imation, the Company and/or the Subsidiaries are not then applicable
and their sale to Customers in accordance with the provisions of
Clause 2.2 below;
	 
	 	(c)	 	to act as non-exclusive distributor for MBI in respect of
Other Goods manufactured/supplied by MBI;
	 
	 	(d)	 	to purchase and sell media formats other than the Products
only if agreed and to the extent agreed to by Imation, MBI and the
Company at a later date; and
	 
	 	(e)	 	to purchase Other Goods from third parties for sale to
customers, only if agreed and to the extent agreed upon by Imation,
MBI and the Company from time to time.







	2.2	 	Objectives of the Parties
	 
	 	 	The purpose of the Company is to combine the manufacturing expertise of
MBI and the marketing and sales expertise of Imation, to the fullest
extent possible, in a joint venture company that can focus on new
marketing and sales opportunities that neither MBI or Imation can fully
exploit acting alone and that can provide enhanced customer support to
their Customers. In addition, through the Group, Imation will have an
avenue to more fully utilize and exploit its existing and future
intellectual property portfolio in the Products (including its have made
rights relating to the Products) to the benefit of Imation, MBI and the
Group. The Parties agree to the following principles and objectives for
entering into this Agreement:




	 	(a)	 	the Company shall purchase the Products under its have made
rights exclusively from MBI. Any Product for which the have made
rights are not then available shall also be purchased exclusively by
the Company from MBI;
	 
	 	(b)	 	the Company shall sell the Products exclusively to
International and Glyphics Media, Inc. (after it becomes a direct
wholly-owned Subsidiary of the Company and executes a deed of
adherence in the agreed form) and International and Glyphics Media,
Inc. (after it becomes a direct wholly-owned Subsidiary of the
Company and executes a deed of adherence in the agreed form) shall
purchase the Products exclusively from the Company;
	 
	 	(c)	 	International and Glyphics Media, Inc. (after it becomes a
direct wholly-owned Subsidiary of the Company and executes a deed of
adherence in the agreed form) shall sell the Products to Customers
directly;
	 
	 	(d)	 	Imation shall cause Glyphics Media, Inc., MBI International
Services Private Limited and any other future Subsidiaries of the
Company to execute a deed of adherence in the agreed form within 30
days of it becoming a Subsidiary, thereby agreeing to confirm and
abide by the terms and conditions of this Agreement;
	 
	 	(e)	 	all rights of Imation and MBI as shareholders of the Company
shall be applicable to them with respect to International and all
other Subsidiaries as if they are also the shareholders of each such
Subsidiary.







	2.3	 	Business Plan
	 
	 	 	The Business shall be carried on in accordance with the Business Plan.
Any modifications or amendments to the Business Plan or any
new/subsequent Business Plan shall require the prior approval of the
Board.



5






Table of Contents
















	2.4	 	House Brand
	 
	 	 	No Group Company shall develop or acquire a House Brand and shall not
market or sell any brand of Products in which any of the Shareholders or
their Associates own the brand intellectual property rights.
	 
	2.5	 	Constitutive Documents
	 
	 	 	The Parties agree that the memorandum of association and articles of
association of each Group Company shall to the extent permissible under
Applicable Law, reflect the terms of this Agreement. To this end the
Parties shall, to the extent permissible under Applicable Law, cause the
articles of association of each Group Company to be amended to reflect
the understanding set out in this Agreement. Any inconsistency between
the provisions of this Agreement and the memorandum of association and
articles of association of any Group Company shall be interpreted in such
a manner as to give effect to all such documents; provided, however, that
in the event of an inconsistency between this Agreement and the
memorandum of association and articles of association of any Group
Company, the provisions of this Agreement shall prevail as between the
Parties and shall govern their contractual relationship.
	 
	2.6	 	Non-competition
	 
	2.6.1	 	In this Clause 2.6:
	 
	 	 	Existing Customer of Imation means an existing Customer from time to time
of an Imation Purchaser;
	 
	 	 	Existing MBI Customer means a Customer of MBI as at the date of this
Agreement and/or an existing Customer from time to time of MBI and/or a
Customer of Glyphics as at the date of this Agreement; and
	 
	 	 	Existing Customer of the Group means a Customer which from time to time
during the term of this Agreement becomes a Customer of the Group,
subject to Clause 2.6.4.
	 
	2.6.2	 	During the subsistence of this Agreement, Imation undertakes to the
Company and to MBI that it shall not, and shall ensure that the other
Imation Purchasers shall not, sell any Products to any Existing MBI
Customer or any Existing Customer of the Group provided that the
restriction in this Clause 2.6.2 shall not apply to the sale of Products
to an Existing Customer of Imation (unless such Customer became an
Existing Customer of Imation in breach of this Clause 2.6.2).
	 
	2.6.3	 	During the subsistence of this Agreement, the Company undertakes to MBI
that it shall not, and shall ensure that the other Group Companies shall
not, sell any Products to any Existing MBI Customer provided that, subject
to Clause 2.6.4, the restriction in this Section 2.6.3 shall not apply to
the sale of Products to a Customer which is an Existing Customer of the
Group (unless such Customer became an Existing Customer of the Group in
breach of this Clause 2.6.3).
	 
	2.6.4	 	 Notwithstanding anything to the contrary in Clause 2.6.3, MBI shall have
the right to refer the Existing MBI Customers to the Group and in such
case the Subsidiaries shall have the right to sell the Products to such
Existing MBI Customers, provided the Subsidiaries’ right to sell the
Products to such Customers shall only be to the extent and until such time
MBI deems fit and proper in its sole and absolute discretion and any such
Customer shall not be treated as an Existing Customer of the Group.



6






Table of Contents




	2.6.5	 	 If MBI has reason to believe that an Imation Purchaser is selling
Products to an Existing MBI Customer in breach of Clause 2.6.2, MBI may
serve notice on Imation, following receipt of which Imation shall ensure
that the relevant Imation Purchaser stops selling Products to such
Existing MBI Customer (subject to the completion of any outstanding
committed orders).







	3	 	Closing







	3.1	 	Initial capitalisation
	 
	 	 	Imation represents and warrants to MBI that each of the statements set
out below is true and accurate and not misleading as of the date of
execution of this Agreement and each such representation and warranty
shall be repeated at Closing:




	 	(a)	 	the Company has been incorporated as an FZ-LLC in the Dubai
Internet City in accordance with the Applicable Laws and is validly
subsisting and is in good standing under the Applicable Laws and
with an initial capital of AED500,000 divided into 500 Shares, all
of which have been fully paid-up;
	 
	 	(b)	 	the current sole holder of the Shares is Imation Europe B.V.,
which is a wholly-owned subsidiary of Imation;
	 
	 	(c)	 	International has been incorporated as an FZ-LLC in the Dubai
Internet City in accordance with the Applicable Laws and is validly
subsisting and is in good standing under the Applicable Laws and
with an initial capital of AED500,000, divided into 500 shares of
AED1,000 each, all of which have been fully paid-up;
	 
	 	(d)	 	the current sole holder of the issued shares in International
is the Company;
	 
	 	(e)	 	245 Shares which are to be transferred by Imation Europe B.V.
to MBI on Closing are validly issued, fully paid-up and
non-assessable and will be transferred to MBI free from any liens or
other encumbrances whatsoever;
	 
	 	(f)	 	the Company and International have all the necessary
corporate power, authority and capacity to enter into this Agreement
and to carry out their obligations under this Agreement; and
	 
	 	(g)	 	the Company and International have proper licenses and
permits from all governmental and statutory authorities to conduct
their business as contemplated by the Parties from and after the
Closing.







	3.2	 	Time and place of Closing
	 
	 	 	Closing shall take place on or before 7 March 2003 at the offices of
Denton Wilde Sapte at 26th Floor, API World Tower, Sheikh Zayed Road,
Dubai.







	3.3	 	Obligations at Closing
	 
	 	 	At Closing, the Parties shall comply with their respective obligations
set out in Schedule 2. The Shares to be issued to MBI and Imation on
Closing shall be validly issued, fully paid-up and non-assessable and
shall be free from any liens or other encumbrances whatsoever.
Following the Closing, Imation shall hold 7,487 Shares, representing 51%
of the issued Shares, and MBI shall hold 7,194 Shares, representing 49%
of the issued Shares.



7






Table of Contents










	4	 	Provision of Finance







	4.1	 	Financing the Group
	 
	 	 	The Group shall be financed initially out of the proceeds of the initial
capitalisation of the Shares referred to in Clause 3.1, out of the
subscriptions of further Shares made on Closing pursuant to Clause 3.3
and Schedule 2 and thereafter, including but not limited to, out of the
cashflows and working capital of the Group.







	4.2	 	Further funding
	 
	 	 	If the initial financing referred to in Clause 4.1 and the cashflows and
working capital of the Group are insufficient to meet the Group’s working
capital, capital expenditure and other funding requirements as set out in
the Annual Budget, the Shareholders shall provide the shortfall by way of
Shareholder Loans to the Company pro rata to their respective
shareholdings in the Company. The obligations of the Shareholders to
provide Shareholder Loans shall require the prior written agreement of
both Shareholders to the extent that the aggregate amount of Shareholder
Loans made by both Shareholders following Closing would exceed
US$4,000,000. The Shareholders shall, subject to their prior written
agreement as aforesaid and to necessary regulatory approvals, if any,
which regulatory approvals the relevant Shareholder shall use reasonable
endeavours to obtain as soon as practicable, make such Shareholder Loans
in cash in immediately available cleared funds no later than 60 days (the
Funding Period) following the receipt by the Shareholders of a notice in
writing (a Funding Notice) from the Managing Director setting out:




	 	(a)	 	the amount required from each Shareholder; and
	 
	 	(b)	 	the repayment date.







	4.3	 	Default in funding obligation
	 
	 	 	If a Shareholder (the Defaulting Shareholder) fails to provide within the
Funding Period funding which it has agreed to provide pursuant to Clause
4.2, the other Shareholder (the Non-Defaulting Shareholder) may (at its
election and within a further 30 days following notice from the Managing
Director that a Defaulting Shareholder has failed to provide funding)
provide the funding to meet the shortfall. Such payment shall be without
prejudice to any other rights or claims which the Non-Defaulting
Shareholder may have under this Agreement in respect of the Defaulting
Shareholder’s default.







	4.4	 	Terms of Shareholders Loans
	 
	 	 	The terms of the Shareholder Loans made by the Shareholders to the
Company pursuant to this Agreement shall be as follows:




	 	(a)	 	they shall be denominated for all purposes in US$;
	 
	 	(b)	 	they shall bear interest at the rate of LIBOR plus 50 basis
points;
	 
	 	(c)	 	such interest shall accrue and be payable at the same time as
repayment of the principal amount of the relevant Shareholder Loans;
	 
	 	(d)	 	they shall be repayable on their respective terms or upon
written demand signed by both Shareholders (other than in the event
of the Company’s liquidation, in which case they shall be repayable
in full);



8






Table of Contents







	 	(e)	 	the Company may prepay all or any part of the Shareholder
Loans at any time in accordance with sub-clause (f) below;
	 
	 	(f)	 	they shall be repayable to the Shareholders pro rata to their
respective shareholdings in the Company provided that any
Shareholder Loans made by a Non-Defaulting Shareholder pursuant to
Clause 4.3 shall, to the extent of the Shareholder Loans made
pursuant to Clause 4.3, be repaid first in priority to any other
Shareholder Loans; and
	 
	 	(g)	 	in the event of the insolvent winding-up or liquidation of
the Company, the obligation of the Company to repay the Shareholder
Loans (and any interest due thereon) shall be subordinated to the
payment in full of all preferred and ordinary creditors of the
Company.




	 	 	Provided however, that the repayment or prepayment of any Shareholder
Loans or interest accrued thereon shall be made only after payment of all
outstanding dues of the Group on account of any purchase orders, whether
fulfilled or otherwise, placed with any of the Group’s suppliers, payment
of amounts payable by the Company under the Supply Services Agreement,
ensuring adequate working capital requirements and/or making adequate
provision in respect thereof. It is clearly agreed upon by the Parties
that the Shareholder Loans shall be unsecured loans and shall always be
payable after clearing the supplier outstandings, the amounts payable by
the Company under the Supply Services Agreement, ensuring adequate
working capital requirements and/or making adequate provision for payment
in respect thereof. Payments due to the suppliers (including payments to
MBI for the supply of Products and Other Goods and payments under the
Supply Services Agreement) shall always have a priority in payment over
the repayment of Shareholder Loans and/or payment of any interest due
thereon.







	4.5	 	Dividend
	 
	 	 	The maximum amount of the profit of the Company available for
distribution by way of dividend shall be distributed to the Shareholders
on a quarterly basis, subject to the following:




	 	(a)	 	payment of all supplier outstandings including those payable
to MBI for supply of Products/Other Goods, payment of amounts
payable by the Company under the Supply Services Agreement and/or
making adequate provision for payments in respect thereof;
	 
	 	(b)	 	repayment of outstanding Shareholder Loans or third party
loans and interest due thereon which are then due and payable; and
	 
	 	(c)	 	the Group having, in the opinion of the Board, sufficient
financial resources to meet its normal and foreseeable requirements
including working capital requirements, payments to statutory
authorities and compliance with the Applicable Laws in this regard.







	5	 	The Board and Management







	5.1	 	Nominated Directors
	 
	 	 	The Board shall comprise five Directors. Imation shall have the exclusive
right to appoint, remove and replace three Directors and MBI shall have
the exclusive right to appoint, remove and replace two Directors. Such
rights shall be exercisable by notice to the Company, a copy of which
shall be given to the other Shareholder. The Directors appointed by
Imation shall be known as A Directors and the Directors appointed by MBI
shall be known as B Directors.



9






Table of Contents







	 	 	Imation undertakes that it shall not, other than with the prior written
consent of MBI, appoint any person as an A Director who is working, or
who has worked at any time in the period of 18 months prior to his
appointment, in the PSS Division.







	5.2	 	Chairman
	 
	 	 	The Chairman of the Company shall be an A Director designated as such by
Imation. The Chairman shall not have a second or casting vote.







	5.3	 	Board meetings
	 
	 	 	Board meetings shall be held at the registered office of the Company or
at such other place as agreed by a quorum of the Board. Directors may
participate in any meeting of the Board by means of such telephone,
electronic or other communication facilities which permit all persons
participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting
shall constitute presence in person at such meeting. Board meetings may
be convened by any Director by not less than 30 days’ prior written
notice other than in the event of an emergency or other unusual
circumstances, provided that the shorter notice period is consented to in
writing by at least one A Director and one B Director. The notice shall
be given in accordance with Clause 15 to all the Directors (including,
for the avoidance of doubt, by email) at their address available with the
Company and shall be accompanied by an agenda and supporting papers
setting out in reasonable detail the business proposed to be transacted
at such meeting. The Board meeting shall only deal with business which is
set out in such agenda unless agreed otherwise at such meeting by a
quorum of the Board. The Company shall reimburse each Director for all
reasonable travel, hotel and other expenses incurred by a Director in
attending Board meetings.







	5.4	 	Quorum
	 
	 	 	Subject to Clause 9.3, the quorum for a Board meeting shall be one A
Director and one B Director present in person. If within 30 minutes of
the time appointed for a Board meeting there is no quorum, the
Director(s) present shall adjourn the meeting (and shall forthwith give
notice to all Directors by the quickest means then practicable) to a
place and time not less than 10 days later, provided that at such
adjourned meeting the requirement that such Director(s) shall be present
shall not apply and the Director(s) present may, subject to the
provisions of Clause 9.1, conduct the business of the meeting.







	5.5	 	Alternate Directors
	 
	 	 	Each Director may at any time by notice in writing to the Company appoint
any other Director to act as his alternate and to remove such person.
Any Director acting as an alternate shall have an additional vote for
every Director for whom he acts as alternate in addition to his own vote
as a Director.







	5.6	 	Voting at Board meetings
	 
	 	 	Subject to Clause 9.3, at any meeting of the Board each A Director and
each B Director shall be entitled to cast one vote on each issue put to
the vote PROVIDED THAT if any A Director or B Director shall not be
present at any meeting of the Board and shall not have appointed an
alternate to attend such meeting and vote in his place, the other
Director(s) present at such meeting and appointed by the same Party as
the absent Director(s) shall be entitled to cast the vote(s) of such
absent Director(s). Prior to calling of votes on any resolution, the
Chairman shall ensure that the requisite quorum, as required for
convening a Board meeting (including any adjourned meeting), is present.
MBI and Imation agree to cause the Company to comply with the terms and
conditions of this Agreement and agree to act, through their respective
voting rights as shareholders in the Company and through their respective
Nominated Directors at meetings of the Board, so as to ensure the proper
implementation of the terms and conditions set out in this Agreement.



10






Table of Contents










	5.7	 	Majority voting
	 
	 	 	The Board shall act by majority vote, except in relation to resolutions
concerning matters set out in Clause 9.1 on which no decisions or actions
shall be taken unless previously approved in accordance with that Clause
or except in relation to resolutions concerning matters set out in Clause
9.3.







	5.8	 	Written resolutions of the Board
	 
	 	 	A resolution in writing signed by all the Directors (or their alternates)
shall be as valid and effective as if it had been passed at a duly
convened and held meeting of the Board. Any such resolution may consist
of several documents in the same form, each signed by one or more of the
Directors.







	5.9	 	Recording of Minutes of the Board Meetings
	 
	 	 	All proceedings of the Board and all minutes of the Board meetings of the
Company shall be in English. The minutes of the Board meetings of the
Company shall be prepared in draft and circulated to all the Directors
for the approval by the Directors who were present at such meeting. Upon
receipt of such approval, in writing (including, for the avoidance of
doubt, by email), from all such Directors, the minutes shall be signed by
the Chairman and maintained by the Company in accordance with law. Any
objection to the minutes received from a Director who was present at such
meeting shall itself be recorded in the minutes. Each resolution passed
at a meeting of the Board (other than a resolution passed in
contravention of Clause 9) shall come into force at the earlier of:




	 	(a)	 	48 hours after the circulation of the minutes of the meeting
to all Directors; and
	 
	 	(b)	 	the receipt by the Company of the approval of the minutes by
the Directors who were present at such meeting.







	5.10	 	Shareholders to ensure Nominated Director’s resignation
	 
	 	 	Each Shareholder shall ensure that every Director appointed by it under
this Clause shall (unless he is also employed by the Company in an
executive capacity), when that Shareholder ceases to be a shareholder in
the Company or when such Director is removed by that Shareholder, resign
without cost to the Company and such Shareholder shall indemnify the
Company and the other Parties from and against all claims, demands and
rights which any such Director may have against the Company in respect of
dismissal, redundancy or otherwise.







	5.11	 	Auditors of the Company
	 
	 	 	The external auditors of the Company shall be appointed by the Board,
with the first such auditors being PricewaterhouseCoopers and any
subsequent auditors being an internationally recognised firm of similar
repute and standing. On at least a semi-annual basis, the Board meeting
agenda shall include reviews of any audit reports and management letters
prepared by the Company’s external auditors or the internal auditors of
Imation or MBI. This review shall also include management’s response to
those reports and the status of corrective action, if necessary. The
external audit partner assigned to the Company’s audit should attend the
audit related portion of the agenda in person on at least an annual basis,
which should include time in executive session with the Board. The Board
shall act to ensure that:



11






Table of Contents







	 	(a)	 	the Company’s internal control process provides assurance
that its assets are being safeguarded;
	 
	 	(b)	 	the financial statements are being prepared in accordance
with US GAAP and that appropriate statutory reporting has occurred;
	 
	 	(c)	 	employees are acting in compliance with the Company’s
Business Conduct Policy established pursuant to Clause 6.1(j) and
that the Company is in compliance with applicable laws and
regulations;
	 
	 	(d)	 	the Company’s IT systems are operating as intended; and
	 
	 	(e)	 	appropriate training opportunities exist.







	5.12	 	Directors of other Group Companies
	 
	 	 	Clauses 5.1 to 5.11 shall apply mutatis mutandis to International and
each other Group Company except as otherwise mutually agreed in writing
between the Shareholders, so that the reference to the term Company shall
refer to each Subsidiary and the reference to other defined terms in
relation to the Company shall have the correlative meaning in relation to
each Subsidiary.







	6	 	Operation of the Company’s Business







	6.1	 	Managing Director
	 
	 	 	The day to day management of the operations of the Group shall be carried
out by the Managing Director who shall have full power and authority,
subject to Clauses 9.1, 9.3 and 12.11 and any specific resolution of the
Board to the contrary, to decide all matters in the ordinary course of
the Business. Such matters shall only relate to the following:




	 	(a)	 	subject to Clause 6.9, representing each Group Company in
respect of all dealings with third parties;
	 
	 	(b)	 	conducting all ordinary business of the Group Company;
	 
	 	(c)	 	receiving and making payments due to and from each Group
Company;
	 
	 	(d)	 	appointing and dismissing all employees and setting their
remuneration and other benefits (subject to Clauses 6.3 and 6.4 and
with the exception of the appointment, dismissal and the setting of
the remuneration and other benefits of the MD and the Director of
Sales which shall be the responsibility of the Board);
	 
	 	(e)	 	preparing the Annual Budget and an update of the Business
Plan for the approval by the Board;
	 
	 	(f)	 	opening, closing and operating the bank accounts of each
Group Company and entering into banking and financial transactions
on behalf of each Group Company;
	 
	 	(g)	 	taking on lease and renting out fixed and moveable assets;



12






Table of Contents







	 	(h)	 	appointing lawyers and attorneys to appear before all courts,
arbitration panels and similar tribunals including, without
limitation, the Federal Supreme Court, and all courts of cassation,
courts of appeal, courts of first instance and execution courts
anywhere within or outside the United Arab Emirates;
	 
	 	(i)	 	subject to Clause 6.9, approving and signing all contracts
and orders in relation to the Group’s operations including all
decisions (including pricing) concerning the Group Company’s sales
and purchasing of goods and services;
	 
	 	(j)	 	establishing and enforcing a Business Conduct Policy for the
Group on terms similar to Imation’s Business Conduct Policy;
	 
	 	(k)	 	purchasing and selling assets, whether fixed or moveable in
the ordinary course of any business carried on by the Group;
	 
	 	(l)	 	with the prior approval of the Board, establishing any branch
or representative office; and
	 
	 	(m)	 	taking all other action required in connection with the day
to day running of the Business




	 	 	PROVIDED THAT under all circumstances, the power of the MD to incur
expenditure or enter into commitments on behalf of the Group shall be
limited to such sum (with an excess of 20% for any line item) as set out
in the Annual Budget as approved from time to time by the Board and
further that the taking of any action by any Group Company in which the
MD is directly or indirectly interested shall require the prior approval
of the Board.







	6.2	 	Appointment and removal of Managing Director
	 
	 	 	The Group shall have a Managing Director, who shall be a full-time
employee of the Company. The MD shall be appointed by the Board from a
list of candidates selected by Imation and may be removed by the Board.
The first MD shall be Thomas W. Foyer. The MD shall not serve as a
Director on the Board but shall attend and have the right to speak at all
meetings of the Board. Until the business of the Company requires the
services of a full-time Chief Financial Officer, the MD shall also act as
Chief Financial Officer.







	6.3	 	 Director of Sales
	 
	 	 	The Group shall have a Director of Sales, who shall be a full-time
employee of the Company and shall be located in Dubai. The Director of
Sales shall be appointed by the Board only from a list of a minimum of
two candidates selected by MBI. The first Director of Sales shall be
Sanat Kumar. The Director of Sales shall not serve as a Director on the
Board but shall attend and have the right to speak at all meetings of the
Board. The roles and responsibilities of the Director of Sales shall
include the matters set forth in Schedule 4. Any person appointed in a
sales and marketing capacity by the Group shall be appointed by the MD
only from a list of candidates selected by the Director of Sales. In the
normal course of operations, the persons appointed in a sales and
marketing capacity of the Group shall report to the Director of Sales.
The sales and marketing function of the Group shall, subject to Clause
6.9, be performed exclusively by the Director of Sales and the persons
appointed pursuant to this Clause 6.3.







	6.4	 	Customer support team
	 
	 	 	Subject to compliance with all applicable legal requirements and the
agreement by the relevant employees to the transfer of their employment,
the employees listed in the agreed form list
who are currently employed by MBI, shall become employees of MBI
International Services Private Limited, the wholly-owned subsidiary of
International and shall be members of the Group’s customer support team.
Any subsequent appointment to the customer support team shall be made by
the MD only from a list of candidates selected by the Director of Sales.
In the normal course of operations, the customer support team shall
report to the Director of Sales.



13






Table of Contents










	6.5	 	Employee liability
	 
	 	 	Each Shareholder agrees to indemnify the other Shareholder, its
Associates and the relevant Group Company against all losses, damages or
expenses which the other Shareholder, its Associates or the relevant
Group Company (as the case may be) may suffer or incur as a result of any
claim made against them by an employee of the first mentioned Shareholder
(or its Associates) who is transferred to a Group Company by that
Shareholder in so far as such claim relates to the period prior to such
employee becoming an employee of the relevant Group Company.







	6.6	 	Business housekeeping
	 
	 	 	The Parties shall ensure that the Group shall:




	 	(a)	 	carry on and conduct its business in a proper lawful manner;
	 
	 	(b)	 	comply with all Applicable Laws and obtain and maintain all
necessary licences and approvals required in order to carry on the
Business;
	 
	 	(c)	 	observe and perform its obligations under this Agreement; and
	 
	 	(d)	 	exercise legal (de jure) and actual (de facto) control of the
Business from its office within the Dubai Internet City pursuant to
the roles and responsibilities defined and set out in Schedule 4.







	6.7	 	Subsidiaries and Branches
	 
	6.7.1	 	Prior to or as soon as practicable following Closing, the Company shall
form:




	 	(a)	 	a wholly-owned subsidiary of International in New Delhi,
India to be called MBI International Services Private Limited for
the purposes of carrying out back-end customer relationship support
and other business support services on the terms of a service level
agreement to be entered into between International and such
Subsidiary. In particular, the employees of such Subsidiary shall
work under the close supervision and direction of International,
will have limited authority to communicate with Customers, entertain
Customer enquiries, discuss pricing for Products and other
commercial aspects of transactions, offer price discounts within a
range specified by the Managing Director and act as a communication
channel between Customers and other Group Companies. Such
Subsidiary and its employees shall not be entitled to bind any other
Group Company to any contract with a Customer or sign any contract
on behalf of any other Group Company; and
	 
	 	(b)	 	a branch office of International in Rotterdam, the
Netherlands for the purposes of a sales and marketing office.




	6.7.2	 	On or prior to Closing, the Glyphics Agreement shall be executed,
pursuant to which the Company shall acquire the entire issued and
outstanding stock of Glyphics, thereby making Glyphics a wholly owned
Subsidiary of the Company.



14






Table of Contents







	6.7.3	 	Save and except as provided in this Clause 6.7, notwithstanding anything
to the contrary contained in this Agreement, the Company shall not set up,
create, form or establish a Subsidiary, without the express prior written
consent of each of Imation and MBI. In case another Subsidiary is formed
or created with the prior written approval of each of Imation and MBI,
then the Parties shall ensure that such Subsidiary executes a deed of
adherence in the agreed form, thereby agreeing to abide by and confirm to
the terms and conditions of this Agreement. All the rights and obligations
of the Shareholders with respect to such Subsidiary would be the same as
the Shareholders enjoy with respect to the Company.







	6.8	 	Limitations on Disclosure
	 
	6.8.1	 	The Directors, MD, Director of Sales and the employees shall be required
to execute a confidentiality agreement with the Group, in the form as
annexed as Schedule 3, undertaking not to disclose any Confidential
Information (as defined in Clause 10.1), including the information
referred to in Clause 8.5. The Company shall ensure that the lawyers,
auditors and other relevant consultants appointed by each Group Company
execute a confidentiality agreement substantially in the form annexed as
Schedule 3 or which covers substantially similar terms. Notwithstanding
anything to the contrary contained herein, in case of breach of any of the
aforesaid confidentiality agreements by the relevant person executing such
confidentiality agreement with the Group, the relevant Group Company shall
take appropriate action, including termination of employment/appointment
of such person.
	 
	6.8.2	 	Imation shall ensure that the employees, lawyers, internal and external
auditors and other relevant consultants appointed by any Imation Purchaser
and to whom Restricted Information is disclosed as permitted under Clause
8.5 execute a confidentiality agreement substantially in the form annexed
as Schedule 3 or which covers substantially similar terms.
Notwithstanding anything to the contrary contained herein, in case of
breach of any of the aforesaid confidentiality agreements by the relevant
person executing such confidentiality agreement with the Group, the
relevant Group Company and Imation shall take, and Imation shall ensure
that the relevant Imation Purchaser shall take, appropriate action,
including termination of employment/appointment of such person.







	6.9	 	Sales to Customers
	 
	 	 	Notwithstanding anything to the contrary in this Agreement, all decisions
(including pricing) concerning the sale of Products by a Group Company to
Customers shall be taken by the MD on the basis of the recommendations of
the Director of Sales. If the MD does not agree with the recommendations
of the Director of Sales, then no decision shall be taken on such matter,
the MD or the Director of Sales may refer such matter to the Board for
determination by the Board and the relevant Group Company shall not take
any action on such matter until it has been determined by the Board. The
Parties undertake to procure the holding of a Board meeting to resolve
such matter as soon as practicable in the circumstances.







	6.10	 	Transfer of employees to MBI
	 
	 	 	At the request and cost of MBI from time to time, the Company shall, and
shall ensure that the relevant employing Group Company shall, transfer as
soon as reasonably practicable to MBI’s employment any person who has
become an employee of a Group Company pursuant to Clause 6.3 or Clause
6.4. The Company shall, and shall ensure that the relevant employing
Group Company shall, include in the employment contracts with each such
employee a clause providing for such transfer.



15






Table of Contents










	7	 	Shareholder Meetings







	7.1	 	Notice of Shareholder meetings
	 
	 	 	All Shareholders shall be entitled to at least 30 days’ (or such shorter
period of notice as the Shareholders may consent to in accordance with
the articles of association of the relevant Group Company) prior written
notice of any shareholders’ meeting of any Group Company given to them at
the address set out in Clause 15.







	7.2	 	Quorum for Shareholder meetings
	 
	 	 	The quorum for shareholders’ meeting of any Group Company shall be
Shareholder(s) present in person or by proxy holding not less than 75% of
the total number of Shares issued from time to time. If there shall be
no quorum within 30 minutes of the time appointed for a shareholders’
meeting the meeting shall be adjourned to a specified time and place
(which shall not be earlier than 10 days after the date originally fixed
for the meeting). If at any adjourned meeting a quorum is not present
within 30 minutes from the time appointed for the adjourned meeting or
such longer interval as the chairman of the meeting may think fit to
allow, the Shareholder(s) then present in person or by proxy, provided
that they represent at least 49% of the total number of Shares issued
from time to time, and further provided that such shareholder(s) were
present at the original meeting, shall form the quorum and may (subject
to Clause 9.1) transact all the business of the meeting.







	7.3	 	Chairman of Shareholder meetings
	 
	 	 	The chairman of any general meeting of any Group Company shall not be
entitled to a second or casting vote.







	7.4	 	Voting at General Meetings
	 
	 	 	All decisions at the general meeting of any Group Company shall be taken
by majority vote (save where a higher majority is required by Applicable
Law), except in relation to resolutions concerning matters set out in
Clause 9.1 on which no decisions or actions shall be taken unless
previously approved in accordance with that Clause or except in relation
to resolutions concerning matters set out in Clause 9.3.







	7.5	 	General Meeting of Subsidiaries
	 
	 	 	With respect to all Subsidiaries of the Company, MBI and Imation shall be
deemed to be the shareholders of such Subsidiaries and whenever a
decision is to be taken at a general meeting of any of the Subsidiaries,
which if taken at the general meeting of the Company would, as per this
Agreement or the Applicable Laws, require the prior approval of MBI, then
such decision shall require the prior approval of MBI. Each Shareholder
shall have the same voting rights with respect to all matters in a
general meeting of a Subsidiary as such Shareholder has in relation to
such matter in a general meeting of the Company.







	8	 	Information







	8.1	 	Preparation and currency of financial information
	 
	 	 	The Parties shall ensure that the financial and accounting books and
records of the Company and the Subsidiaries:




	 	(a)	 	shall be prepared in US Dollars; and



16






Table of Contents







	 	(b)	 	shall be prepared in accordance with US GAAP consistently
applied.







	8.2	 	Financial information
	 
	 	 	The Parties shall ensure that the Company shall provide to each
Shareholder the following, provided that the same does not amount to
breach of Clause 8.5:




	 	(a)	 	unaudited management accounts of each Group Company and
consolidated results of the Group within 30 days from the end of
each month;
	 
	 	(b)	 	quarterly unaudited accounts (comprising an income statement
and balance sheet) of each Group Company and consolidated results of
the Group within 10 days following the end of each quarter;
	 
	 	(c)	 	audited statutory accounts of each Group Company as per US
GAAP within 60 days from the end of the financial year;
	 
	 	(d)	 	the Annual Budget and annual revised Business Plan (including
estimated major items of income and capital expenditure and monthly
cash flow) not later than 90 days before the start of each financial
year; and
	 
	 	(e)	 	such other information relating to the Group or any Group
Company as any Shareholder may reasonably request from time to time.




	 	 	It is clarified that any information provided, whether at the request of
one Shareholder or the other, shall be provided to both Shareholders
simultaneously. Further, any request for information by a Shareholder
shall be forwarded by the Company to the other Shareholder and the other
Shareholder shall have the right to object if, in its reasonable
judgement, the provision of such information would result in the breach
of the confidentiality obligations provided in this Agreement. The
Company shall not and shall cause each Group Company not to disclose any
information the disclosure of which has been reasonably objected by a
Shareholder as would result in the breach of the confidentiality
obligations provided in this Agreement.







	8.3	 	Audit rights
	 
	 	 	The Party that commissions an audit shall be responsible for the costs
related to such audit unless specified otherwise in this Agreement. The
Parties shall ensure that Imation and MBI shall each have the right, at
any time with written notice to MBI or Imation (as the case may be), to
appoint either its own internal auditors or the external auditors of the
Company to inspect and audit all relevant books, records and practices
and interview the relevant personnel of the Company and the Subsidiaries
only for the purpose of determining: (i) whether the financial reporting
of the Company and of the Subsidiaries and their underlying practices is
being carried out in accordance with US GAAP on a consistent basis;
and/or (ii) whether the business practices of the Company and the
Subsidiaries are being carried out in accordance with the Group’s
Business Conduct Policy and other company policies.







	8.4	 	Exercise of audit rights
	 
	 	 	In connection with the exercise by any Party of the audit rights in
Clause 8.3:




	 	(a)	 	such rights shall be exercised in such a manner as not to
disrupt or otherwise adversely affect the business and operations of
the person who is the subject of the audit;



17






Table of Contents







	 	(b)	 	the relevant Group Company who is the subject of the audit
shall take all necessary action, make all necessary facilities
available and otherwise to reasonably co-operate with the audit
being undertaken; and
	 
	 	(c)	 	the Party exercising such rights shall ensure the relevant
auditors include in their mandate letter a confidentiality
undertaking in a customary form restricting the disclosure of
Confidential Information (as defined in Clause 10.1), including the
restriction on the disclosure of Restricted Information (as defined
in Clause 8.5.1) by the auditors subject to the same limitations as
applicable to Imation Purchasers and the Company under Clause 8.5.







	8.5	 	Restriction on disclosure of information
	 
	8.5.1	 	In addition to the generality of the obligations contained in Clause 10,
the Parties acknowledge that information of any Group Company relating to
Customer lists or information on an individual Customer or a potential
customer or order basis regarding the Customer sales volume, Product mix,
Product pricing or other similar information (Restricted Information) is
very sensitive and competitive in nature and should not be disclosed
except in the manner and to the extent provided under this Agreement.
Notwithstanding anything to the contrary in this Agreement, the Company,
International and Imation each undertakes to MBI that it shall ensure that
the Group Companies shall not, and that the officers and employees of the
Group Companies shall not, disclose any Restricted Information to any
Imation Purchaser, provided that the Group Companies may disclose the
Restricted Information to any Imation Purchaser (excluding any person
working in the PSS Division (other than its financial controller))
strictly on a need to know basis and provided that any Restricted
Information so disclosed shall be copied simultaneously by the relevant
Group Company to MBI.
	 
	8.5.2	 	Imation further undertakes to the Company, International and to MBI that
each Imation Purchaser (including the financial controller of the PSS
Division) to whom the Restricted Information has been disclosed pursuant
to Clause 8.5.1 and any recipient of such Restricted Information pursuant
to this Clause 8.5.2 shall keep confidential such Restricted Information,
shall not use any Restricted Information for any purpose in competition
with the activities of the Group and/or MBI and shall not disclose
Restricted Information to any person:




	 	(a)	 	who is working in the PSS Division (excluding its financial
controller); and
	 
	 	(b)	 	other than strictly on a need to know basis.




	 	 	This Clause 8.5 shall not prohibit the disclosure of information, with
the prior written approval of MBI, Imation and the Company, related to
the sale of Products by any Group Company to any Customer which is an
actual or potential Customer of both a Group Company and any Imation
Purchaser.







	8.6	 	Access and verification of Company information
	 
	 	 	Every invoice which a Group Company raises on its Customer shall be
copied to MBI’s financial controller providing details of the Customer,
Product mix, volume of sales and pricing of Products. MBI’s financial
controller shall also be given online access to the Group’s information
system on a read-only basis. MBI undertakes to Imation and the Company
that its financial controller shall keep such information strictly
confidential and shall not disclose such information to any person other
than strictly on a need to know basis, provided that MBI may disclose
such information to its officers, employees, legal or other professional
advisers, to the extent necessary to enable it or them to perform or
cause to be performed or to enforce any of its rights or obligations
under this Agreement.



18






Table of Contents










	9	 	Minority Shareholder Protections







	9.1	 	List of minority Shareholder protections
	 
	 	 	Notwithstanding any other provision of this Agreement, no obligation of
the Company or any of its Subsidiaries shall be entered into, no decision
shall be made and no action shall be taken by or with respect to the
Company or any of its Subsidiaries in relation to the following matters
unless such obligation, decision or action as the case may be, is
approved, if at any meeting of the Shareholders, duly called for the
purpose of considering such obligation, decision or action, by an
affirmative vote of MBI, and if at the meeting of the Board by an
affirmative vote of, at least one nominee Director of MBI, and Imation
shall ensure that the Company shall always act as stated above in respect
of the following matters:




	 	(a)	 	have any resolution passed or petition presented for its
liquidation, winding up or de-registration or otherwise enter into
any insolvency, bankruptcy or receivership proceeding;
	 
	 	(b)	 	increase or reduce the share capital of the Company or issue
or allot or create any option or right to subscribe or acquire any
shares, stock, debentures or debenture stock or convert loans or
debentures into shares;
	 
	 	(c)	 	amend the Memorandum of Association or Articles of the
Company;
	 
	 	(d)	 	enter into or vary or alter the terms of any Related Party
Agreement or make loans, advances, investments or provide guarantees
or security to Related Parties. For the avoidance of doubt, the
making of purchase orders and sales orders by the Company for the
purchase of Products from MBI and for the sale of Products to
Imation Purchasers shall not require approval under this Clause 9.1;
	 
	 	(e)	 	change, discontinue or suspend the Business or carry on any
business other than the Business;
	 
	 	(f)	 	incur any borrowings by the Group in any financial year which
exceeds the lower of AED100,000 and 20% of the average borrowings of
the Group during the previous financial year;
	 
	 	(g)	 	if closely related to the Business, create any mortgage,
charge, pledge or any other encumbrance by the Group upon or in
respect of the whole or more than 20% of the Business or the whole
or more than 20% of the Group’s total assets;
	 
	 	(h)	 	if not closely related to the Business, create any mortgage,
charge, pledge or other encumbrance upon or in respect of any of the
Business or the Group’s assets;
	 
	 	(i)	 	acquire or dispose of any material interest in any business
or company, participate in any partnership or joint venture or enter
into any scheme of arrangement or merger;
	 
	 	(j)	 	enter into any one or a series of transactions by the Group
in any financial year which causes the acquisition or disposal of
any asset with a value of more than 20% of the fair market value of
the Group’s total assets as existing on the beginning of each
financial year;
	 
	 	(k)	 	create any capital reserve (save as required by the
Applicable Laws);
	 
	 	(l)	 	incur any capital expenditure for any amount unrelated to the
Business;



19






Table of Contents







	 	(m)	 	the declaration or payment of any dividend or the declaration
or making of any other distribution to Shareholders or the passing
of any resolution to allocate profits to Shareholders;
	 
	 	(n)	 	formation of any Subsidiary (other than pursuant to Clause
6.7);
	 
	 	(o)	 	providing any guaranty or the extension of guarantees in
respect of the obligations of any third party (other than another
Group Company);
	 
	 	(p)	 	any merger, consolidation, reconstitution, recapitalization,
reorganization, amalgamation or other business combination involving
any Group Company or any combination of the above;
	 
	 	(q)	 	the initiation or settlement in any jurisdiction of legal or
arbitration proceedings, other than routine debt collection, which
involves an amount (including related costs for the Group) in excess
of US$500,000; or
	 
	 	(r)	 	delegate to any person any power on any of the above or any
commitment or agreement to do any of the foregoing.







	9.2	 	Deadlock resolution
	 
	 	 	If the Shareholders are unable to agree on a matter referred to in Clause
9.1 (a Disputed Matter), the Disputed Matter may be referred to a
committee (the Executive Committee) comprising the chief executive
officer of Imation and the managing director of MBI. Any Nominated
Director may make such a reference if the Disputed Matter has not been
resolved within 30 days of (a) its first being considered by the Board or
(b) the dissolution of a meeting which was convened to consider such
matter. The reference to the Executive Committee shall contain a
statement setting out the facts relevant to the Disputed Matter and the
Executive Committee shall be supplied by the Company or the Shareholders
with all such other information as it may require in order to reach a
determination of the Disputed Matter. The Executive Committee shall meet
within 30 days (or such longer period as the Executive Committee shall
agree in writing) of the reference being made and shall attempt in good
faith to resolve the Disputed Matter. The decision of the Executive
Committee shall be final and binding on the Shareholders and shall be
adopted as a decision of the Shareholders and the Board. If the
Executive Committee fails to arrive at a unanimous decision on any such
matter, no decision shall be taken by the Company or the Board to
implement such proposal.







	9.3	 	Related Party Agreements
	 
	 	 	Notwithstanding anything to the contrary in this Agreement, any decision
by a Group Company in connection with the termination or enforcement of
any Related Party Agreement in accordance with the terms thereof shall be
made solely by the Nominated Directors of the Shareholder (the
Non-Related Shareholder) which is not the person, or whose Related Party
is not the person, against which the Related Party Agreement is being
enforced or terminated in accordance with the terms thereof. The other
Shareholder shall, and shall ensure that, its respective Nominated
Directors shall, not take or seek to take, or be involved in any meeting
(or the relevant part of any meeting) of the Board or the shareholders or
other discussions in relation to, a decision concerning such termination
or enforcement and, in particular, the Nominated Directors of the other
Shareholder shall not have a right to vote on such decision.







	9.4	 	Application of restrictions to Subsidiaries
	 
	 	 	Clauses 9.1- to 9.3 shall apply to each Subsidiary mutatis mutandis, so
that the reference to the term Company shall refer to such Subsidiary and
the reference to Memorandum of
Association or Articles of the Company shall refer to the memorandum of
association or the articles of association of such Subsidiary and the
reference to other defined terms in relation to the Company shall have
the correlative meaning in relation to each Subsidiary.



20






Table of Contents










	10	 	Confidentiality and Announcements







	10.1	 	Definitions in this Clause
	 
	 	 	In this Clause Confidential Information means all information and
documents of confidential nature including, without limitation,
confidential or secret information relating to the Business, trade ideas,
trade secrets, patents, business methods, processes, know-how, finances,
customer pricing, customer lists, customer volumes, Product mix, business
plans, sales targets, sales statistics, customer relationships, database
in computer systems, relating to any Group Company or MBI or Imation and
any and all information received or obtained by a Party as a result of
entering into or performing this Agreement.







	10.2	 	Duty of confidentiality
	 
	 	 	Except as provided in Clause 10.3, each Party shall, and shall ensure
that its and its Associates’ officers, employees, consultants,
representatives, auditor and agents shall, keep confidential and not
disclose to any person any Confidential Information. Notwithstanding
anything to the contrary in this Agreement, no Party shall use any
Confidential Information to further its own interest to the detriment of
any other Party.







	10.3	 	Permitted disclosures
	 
	 	 	A Party may disclose or permit the disclosure of Confidential
Information:




	 	(a)	 	to its officers, employees, legal or other professional
advisers, to the extent necessary to enable it or them to perform or
cause to be performed or to enforce any of its rights or obligations
under this Agreement, provided however, that under no circumstances
shall Imation and/or any Group Company disclose any information in
breach of Clause 8.5;
	 
	 	(b)	 	when required to do so by law or by or pursuant to the rules
or any order of any court, tribunal or agency of competent
jurisdiction;
	 
	 	(c)	 	to the extent that the Confidential Information has become
publicly available or generally known to the public at the time of
such disclosure otherwise than as a result of a breach of this
Agreement; or
	 
	 	(d)	 	when required by any securities exchange, accounting,
regulatory or governmental body having jurisdiction over the Party
seeking to make disclosure (whether or not the requirement for
disclosure has the force of law).







	10.4	 	Consultation
	 
	 	 	If a Party is required to disclose Confidential Information in a manner
permitted by Clause 10.3(b) or (d) that Party shall to the extent such
consultation is practicable and permitted by the relevant law, rule,
order, exchange or body:




	 	(a)	 	provide the other Parties with advance notice of the
requirement and a copy of the information to be disclosed;
	 
	 	(b)	 	take into account any representations made by any other Party
in relation to it; and



21






Table of Contents







	 	(c)	 	at the expense of and subject to being indemnified to its
satisfaction by the other Party give the other Parties a reasonable
opportunity to seek an appropriate remedy to prevent such disclosure
and co-operate fully (including if necessary joining in legal
proceedings) with the other Parties.







	10.5	 	Restrictions on announcements
	 
	 	 	Except as provided in Clause 10.6, a Party shall not make (and shall
ensure that its officers, employees and Associates shall not make) any
public announcement concerning the subject matter of this Agreement
without the prior written approval of the other Parties.







	10.6	 	Permitted announcements
	 
	 	 	A Party may make a public announcement concerning the subject matter of
this Agreement if required by:




	 	(a)	 	law or by or pursuant to the rules or any order of any court,
tribunal or agency of competent jurisdiction; or
	 
	 	(b)	 	any securities exchange, accounting, regulatory or
governmental body having jurisdiction over it, whether or not such
requirement for announcement has the force of law.







	10.7	 	Prior consultation on announcements
	 
	 	 	If a Party is required to make a public announcement in a manner
permitted by Clause 10.6 that Party shall to the extent practicable and
permitted by the relevant law, rule, order, exchange or body:




	 	(a)	 	provide the other Parties with advance notice of the
requirement and a copy of the announcement to be made;
	 
	 	(b)	 	take into account any representations made by any other Party
in relation to it; and
	 
	 	(c)	 	at the expense of and subject to being indemnified to its
satisfaction by the other Party give the other Parties a reasonable
opportunity to seek an appropriate remedy to prevent such
announcement and co-operate fully (including if necessary joining in
legal proceedings) with the other Parties.







	10.8	 	Continuance of obligations
	 
	 	 	The obligations in this Clause 10 shall continue to apply after
termination of this Agreement without limit in time.







	11   	 	Transfer of Shares







	11.1	 	General prohibition on Share transfers
	 
	 	 	No Shareholder shall assign, transfer, exchange, pledge, mortgage, charge
or otherwise encumber or dispose of any of the Shares held by it or any
interest in them except pursuant to Clause 11.2 and in any event without
having first obtained the approval of the Authority in accordance with
the Applicable Laws.



22






Table of Contents










	11.2	 	Permitted transfers
	 
	 	 	A Shareholder may transfer all (but not part only) of its Shares to its
wholly owned subsidiary company (either directly or indirectly) (a
Permitted Transferee) subject to:




	 	(a)	 	the Permitted Transferee agreeing forthwith to transfer all
of its Shares to the transferor or to another Permitted Transferee
of the original transferor forthwith upon the Permitted Transferee
ceasing to be a Permitted Transferee of the transferor; and
	 
	 	(b)	 	the Permitted Transferee and, if required by another Party a
guarantor acceptable to such Party in respect of the Permitted
Transferee’s obligations under this Agreement, entering into a deed
agreeing to become party to and be bound by the terms of this
Agreement in the form acceptable to the other Party (acting
reasonably).







	12	 	Duration and termination







	12.1	 	Duration
	 
	 	 	This Agreement shall continue unless and until terminated:




	 	(a)	 	by the written agreement of the Parties; or
	 
	 	(b)	 	in accordance with Clause 12.2, 12.3 or 12.4.







	12.2	 	 Termination without cause
	 
	 	 	This Agreement shall terminate without cause:




	 	(a)	 	by either Imation or MBI giving to the other at least 12
months notice, such notice to be given not earlier than the third
anniversary of the date of Closing; or
	 
	 	(b)	 	by MBI giving notice to Imation in the circumstances set out
in Clause 12.10.







	12.3	 	Termination with cause by Imation
	 
	 	 	This Agreement shall be terminated with cause by Imation forthwith by
Imation (the Non-Defaulting Party) giving to MBI (the Defaulting Party)
written notice following the occurrence of any of the following events:




	 	(a)	 	MBI fails to remedy any material breach of any representation
and warranty or any covenants, agreements or obligations on its part
of this Agreement within 30 days from the service of a written
notice by Imation specifying such breach; or
	 
	 	(b)	 	the making of a voluntary or, unless it has been set aside
within 90 days, involuntary bankruptcy filing in respect of MBI, the
liquidation or dissolution of MBI, the making of any order or the
passing of any resolution for the appointment of an administrator or
for the winding-up of MBI (or any analogous proceedings); or
	 
	 	(c)	 	an encumbrancer lawfully takes possession or a receiver is
validly appointed over the whole or any part of the undertaking,
property or assets of MBI.



23






Table of Contents










	12.4	 	Termination with cause by MBI
	 
	 	 	This Agreement shall be terminated with cause by MBI forthwith by MBI
(the Non-Defaulting Party) giving to Imation (the Defaulting Party)
written notice following the occurrence of any of the following events:




	 	(a)	 	Imation fails to remedy any material breach of any
representation and warranty or any covenants, agreements or
obligations on its part of this Agreement within 30 days from the
service of a written notice by MBI specifying such breach; or
	 
	 	(b)	 	the making of a voluntary or, unless it has been set aside
within 90 days, involuntary bankruptcy filing in respect of Imation,
the liquidation or dissolution of Imation, the making of any order
or the passing of any resolution for the appointment of an
administrator or for the winding-up of Imation (or any analogous
proceedings); or
	 
	 	(c)	 	an encumbrancer lawfully takes possession or a receiver is
validly appointed over the whole or any part of the undertaking,
property or assets of Imation.







	12.5	 	Termination with cause - termination fee
	 
	 	 	In the case of termination pursuant to either Clause 12.3(a) or Clause
12.4(a), within 14 days following either:




	 	(a)	 	the written agreement of the Shareholders that the Agreement
has been terminated in accordance with the relevant Clause; or
	 
	 	(b)	 	an arbitration award made pursuant to Clause 17 to the effect
that the Agreement has been terminated in accordance with Clause
12.3(a) or 12.4(a) (as the case may be),




	 	 	without prejudice to any other rights which the Non-Defaulting Party may
have against the Defaulting Party under this Agreement, the Defaulting
Party will pay to the Non-Defaulting Party the sum of US$ 2,000,000. The
aforesaid sum of US$2,000,000 has been agreed to by the Parties as the
compensation for the damage which the Non-Defaulting Party is likely to
suffer as a result of termination of this Agreement.







	12.6	 	Consequences of termination - liquidation of the Company and its
Subsidiaries
	 
	 	 	On any termination of this Agreement, the Parties shall ensure the
solvent winding-up of each Group Company’s affairs in accordance with the
Applicable Laws. Any surplus assets following the winding-up shall be
distributed amongst the Shareholders as they may agree in writing or, in
the absence of such agreement, pro rata to their holdings of Shares
immediately prior to the winding-up of the Company. Upon liquidation of
the Company, Imation shall not have the right to use any name comprising
of the words “MBI” or any similar or deceptive words in any manner
whatsoever and neither Imation nor MBI shall have the right to use any
name comprising of the words “Global Data Media” or any similar or
deceptive words in any manner whatsoever.







	12.7	 	Consequences of termination - Imation as Defaulting Party
	 
	 	 	If the Agreement is terminated pursuant to Clause 12.4 as a result of
Imation being the Defaulting Party, Imation shall not, and shall ensure
that its Associates shall not, for a period of 12 months from the date of
termination save with the prior written consent of MBI enter into a
similar joint venture with respect to the Products with any third party
including but not limited to CMC, Ritek, Prodisc and Taiyo Yuden. For
the avoidance of doubt, this restriction shall not operate to prevent
Imation or any of its Associates purchasing its requirements for the
Products from a third party manufacturer on arms’ length terms.



24






Table of Contents










	12.8	 	Consequences of termination - MBI as Defaulting Party
	 
	 	 	If the Agreement is terminated pursuant to Clause 12.3 as a result of MBI
being the Defaulting Party, MBI shall not, and shall ensure that its
Associates shall not, for a period of 12 months from the date of
termination save with the prior written consent of Imation enter into a
similar joint venture with respect to the Products. For the avoidance of
doubt, this restriction shall not operate to prevent MBI or any of its
Associates entering into agreements with customers for the sale of the
Products on arms’ length terms.







	12.9	 	Consequences of termination - Non solicitation
	 
	 	 	For a period of 12 months following the termination of this Agreement for
whatever reason:




	 	(a)	 	each Party undertakes with the other Parties that it shall
not, and shall ensure that its Associates shall not, directly or
indirectly solicit or employ any person who, in the period of 12
months prior to such termination, was an employee of any Group
Company and who had also either previously been an employee of that
other Party or one of its Associates or had been nominated as an
employee of a Group Company by that other Party pursuant to this
Agreement. For the avoidance of doubt it is clarified that any
person appointed by the Managing Director from the list of
candidates selected by the Sales Director in terms of Clause 6.3 and
Clause 6.4 shall be deemed to have been an employee of MBI for the
purpose of this Clause 12.9(a);
	 
	 	(b)	 	save with the prior consent of MBI, Imation undertakes with
MBI that it shall not, and shall ensure that no Imation Purchaser
shall, directly or indirectly solicit or employ any employee of MBI
or one of its Associates; and
	 
	 	(c)	 	save with the prior consent of Imation, MBI undertakes with
Imation that it shall not, and shall ensure that its Associates
shall not, directly or indirectly solicit or employ any employee of
an Imation Purchaser.







	12.10	 	Termination for disagreement on a Major Decision
	 
	 	 	This Clause 12.10 sets out the circumstances referred to in Clause
12.2(b). No earlier than 10 days and no later than 40 days following the
taking of a decision by the Board or (as appropriate) the Managing
Director on any matter listed in Clause 12.11 and provided that no B
Director voted in favour of such matter, MBI shall be entitled to
terminate this Agreement on giving 12 months plus one day’s written
notice of such termination to the Company and to Imation. For the
avoidance of doubt, the giving of such notice shall not prohibit the
relevant Group Company from acting upon any such decision.







	12.11	 	List of Major Decisions
	 
	 	 	The list of decisions referred to in Clause 12.10 which shall only be
taken at a meeting of the board of directors or at a general meeting of
the relevant Group Company, is as follows:




	 	(a)	 	the appointment, removal or the determination of the material
terms of employment of any of the following management positions
within the Group:




	 	(i)	 	the MD; and
	 
	 	(ii)	 	the Director of Sales;




	 	(b)	 	change in the external auditors of the Company or any of its
Subsidiaries;



25






Table of Contents







	 	(c)	 	the entering into by the Company or its Subsidiaries with any
party (excluding a Group Company) of any contract, agreement or
other commitment (or a series of contracts, agreements or other
commitments with the same party) for the sale or purchase of
Products and/or Other Goods (other than the purchase of Products
and/or Other Goods from MBI) at a consideration which exceeds in
aggregate the sum of US$ 5 million;
	 
	 	(d)	 	any disbursement of funds by the Group in excess of the
amounts approved in the Annual Budget plus a margin of 20%;
	 
	 	(e)	 	the Company or its Subsidiaries entering into any agreement
with directors, officers or employees of the Company other than an
employment agreement or the like;
	 
	 	(f)	 	the issuance of duplicate share certificates or
consolidation, sub-division, cancellation, forfeiture, reduction,
redemption, purchase, buy-back of any shares in the Company or its
Subsidiaries;
	 
	 	(g)	 	the determination of the Annual Budget and the Business Plan
and any amendments thereto; and
	 
	 	(h)	 	(unless such matter is specifically provided for in the
Annual Budget) the incurring of any expenditure by any Group Company
(other than for the purchase of Products) in excess of US$250,000
per item or a series of transactions for the same subject matter the
aggregate amount of which exceeds US$250,000.







	13	 	Representations, Warranties and Indemnities







	13.1	 	Warranties by Imation
	 
	 	 	Imation represents and warrants to MBI that each of the statements in
Part 1 of Schedule 1 is true and accurate and not misleading as of the
date of execution of this Agreement and each such representation and
warranty shall be repeated at Closing. Further, Imation represents and
warrants that each of the statements in Part 1 of Schedule 1 shall also
be true and accurate and not misleading throughout the subsistence of
this Agreement.







	13.2	 	Warranties by MBI
	 
	 	 	MBI represents and warrants to Imation that each of the statements in
Part 2 of Schedule 1 is true and accurate and not misleading as of the
date of execution of this Agreement and each such representation and
warranty shall be repeated at Closing. Further, MBI represents and
warrants that each of the statements in Part 2 of Schedule 1 shall also
be true and accurate and not misleading throughout the subsistence of
this Agreement.







	13.3	 	Compliance with laws
	 
	13.3.1	 	Each Party represents to the other Parties that it will, in acting under
this Agreement, comply at all times with all applicable laws, rules and
regulations and in particular, but without limitation, those relating to
the prevention of money-laundering, the protection of the environment,
health and safety of employees and contractors and employment practices.
	 
	13.3.2	 	 The performance by Imation and each Group Company of its obligations
under this Agreement shall be subject to the applicable laws of the United
States of America, including, without limitation, US Department of State,
Treasury or Commerce Export Control or other US Government regulations
relating to the export, re-export, transfer or disclosure, directly or
indirectly, of products and/or technical data supplied under or in
accordance with this Agreement. Accordingly, the non-performance by
Imation and/or any Group Company in whole or in part because of such US
laws or regulations shall not be construed as and shall not constitute a
default by Imation and/or the relevant Group Company of any obligation
applicable to them and such non-performance shall not subject any of them
to any liability for damages or convey any right to any other person to
terminate this Agreement.



26






Table of Contents







	13.3.3	 	The performance by MBI of its obligations under this Agreement shall be
subject to the applicable laws of the Republic of India, including,
without limitation, the Reserve Bank of India and other regulatory and
statutory authorities relating to the export, re-export, transfer or
disclosure, directly or indirectly, of products (including Products and
Other Goods) and/or technical data supplied under or in accordance with
this Agreement. Accordingly, the non-performance by MBI in whole or in
part because of such Indian laws or regulations shall not be construed as
and shall not constitute a default by MBI of any obligation applicable to
it and such non-performance shall not subject any of them to any liability
for damages or convey any right to any other person to terminate this
Agreement.







	13.4	 	Consent to certain matters
	 
	 	 	The Parties acknowledge that neither Imation has nor has any Group
Company, authority to, and nor any Group Company shall, without the prior
written consent of Imation, export, re-export, transfer or disclose any
product or technical data supplied under or in accordance with this
Agreement directly or indirectly to such countries as may from time to
time be specified by the US Department of State, Treasury or Commerce
Export Control or to anyone in any such country or any national thereof.
It is understood that Imation’s power to give consent to such supply or
the transfer or disclosure of technical data is limited by the US
government and that in some cases Imation may be forbidden to give such
consent, and in case it is so forbidden then Imation’s failure to give
such consent shall not be ground for a claim, right or cause of action on
the part of any person under this Agreement.







	13.5	 	US Foreign Corrupt Practices Act
	 
	 	 	MBI represents and warrants to Imation that it is familiar with the terms
of the US Foreign Corrupt Practices Act (FCPA) as attached to this
Agreement and that, to the best of its knowledge, it has no knowledge of
any act that has been taken or is contemplated that would violate the
FCPA in connection with performance of this Agreement.







	13.6	 	Indemnity
	 
	 	 	Each Party (the Indemnifying Party) agrees to indemnify and keep
indemnified each other Party (the Indemnified Party) from and against any
and all actions, claims, liabilities, losses, costs and expenses
(including, but not limited to, court costs and reasonable professional
fees) that are incurred by the Indemnified Party arising from any breach
by the Indemnifying Party of its obligations or undertakings in this
Agreement or any breach or inaccuracy of any representation or warranty
on its part contained in this Agreement. Further, Imation also agrees to
indemnify and keep indemnified MBI from and against any and all actions,
claims, liabilities, losses, costs and expenses (including, but not
limited to, court costs and reasonable professional fees) that are
incurred by MBI arising from any claim brought by a third party against
the Company and/or International from and after the date of Closing other
than for any action taken by the Company and International prior to the
date of Closing in the ordinary course of establishing the Company and/or
International.



27






Table of Contents










	13.7	 	Limitation of Liability
	 
	 	 	In no event shall any Party be liable to the other under this Agreement
for consequential, special, or indirect damages of any kind whatsoever.







	14	 	General







	14.1	 	Parties’ general obligation
	 
	 	 	Each Party undertakes to act in good faith and do all such things as may
be within its power, including but without limitation:




	 	(a)	 	passing or ensuring the passing of all resolutions at
meetings of the Board and of the members of the Company; and
	 
	 	(b)	 	exercising all rights, powers and privileges, whether granted
pursuant to this Agreement or the Applicable Laws,




	         	 	in order to put in effect, or preserve the effect of, the terms of this Agreement.







	14.2	 	Conflict with the Regulations
	 
	 	 	To the extent permitted by the Applicable Laws, the Parties intend that
the provisions of this Agreement shall prevail over the Articles in the
event of conflict and, accordingly, the Parties shall, if necessary,
exercise all voting and other rights and powers available to them as
shareholders or under this Agreement to ensure, to the extent permitted
by the Applicable Laws, that the terms of this Agreement shall prevail in
such circumstances.







	14.3	 	No partnership
	 
	 	 	Nothing in this Agreement shall constitute or be deemed to constitute a
partnership between the Parties.







	14.4	 	Costs
	 
	 	 	Each Party shall pay its legal and other fees incurred in putting into
effect the provisions of this Agreement.







	14.5	 	No Assignment
	 
	 	 	No Party may assign its rights and obligations under this Agreement
without the prior written consent of the other Parties, other than to the
Permitted Transferee of a Shareholder to which it has transferred its
Shares in accordance with Clause 11.2.







	14.6	 	Execution in Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any Party whose
signature appears thereon, and all of such shall together constitute one
and the same instrument.



28






Table of Contents










	15    	 	Notices







	15.1	 	Method and delivery
	 
	 	 	Any notice or other communication to be given under this Agreement shall
be in writing in English and, unless otherwise provided, shall be sent
first by email and then confirmed either by being delivered by hand, sent
by prepaid recorded delivery or registered post, or sent by facsimile to
the email address, address or facsimile transmission number given in
Clause 15.2 (or such other email address, address or facsimile
transmission number as the receiving Party has specified to the sending
Party on at least 10 days’ notice).







	15.2	 	Addresses
	 
	 	 	The addresses and numbers of the Parties for the purposes of Clause 15.1
are:




	 	(a)	 	Imation:




	 	 	 
	Address:	 	
1 Imation Place, Oakdale MN 55128-3414, USA
	Attention:	 	
Robert Edwards
	Email:	 	
rledwards@imation.com
	Fax number:	 	
001 651 704 7967
	Copy to:	 	
John L. Sullivan, General Counsel
	Email:	 	
jlsullivan@imation.com
	Fax:	 	
001 651 704 4412




	 	(b)	 	MBI:




	 	 	 
	Address:	 	
63, Ring Road, Lajpat Nagar III, New Delhi-110024, India
	Attention:	 	
Ratul Puri
	Email:	 	
ratul.puri@moserbaer.net
	Fax number:	 	
00 91 11 26218429
	Copy to:	 	
Rakesh Govil
	Email:	 	
rakesh.govil@moserbaer.net
	Fax:	 	
00 91 11 26224066




	 	(c)	 	the Company:




	 	 	 
	Address:	 	
Office No. 199/120, Building 14, First Floor, Dubai
Internet City, Dubai, UAE
	Attention:	 	
Thomas W. Foyer
	Email:	 	
tfoyer@mbi-intl.com
	Fax number:	 	
00 971 4 3908718




	 	(d)	 	International:




	 	 	 
	Address:	 	
Office No. 199/120, Building 14, First Floor, Dubai
Internet City, Dubai, UAE
	Attention:	 	
Thomas W. Foyer
	Email:	 	
tfoyer@mbi-intl.com
	Fax number:	 	
00 971 4 3908718







	15.3	 	Receipt
	 
	 	 	Any notice or other communication given or made under this Agreement
shall, in the absence of earlier receipt, be deemed to have been received
as follows:



29






Table of Contents







	 	(a)	 	if sent by email, 24 hours from the time of transmission
provided that the sender has received a message from the recipient
confirming that the message has been delivered and accessed;
	 
	 	(b)	 	if delivered by hand, at the time of actual delivery;
	 
	 	(c)	 	if posted, on the fifth day following the day on which it was
despatched by pre-paid post; or
	 
	 	(d)	 	if sent by facsimile transmission, with a confirmed receipt
of transmission from the receiving machine




	 	 	provided that if any day on which a notice would otherwise be deemed to
have been received under this Clause 15.3 is not a working day in the
place of receipt, such notice shall be deemed to have been received on
the next working day in the place of receipt.







	16	 	English law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the
laws of England.







	17	 	Arbitration







	17.1	 	Submission to arbitration
	 
	 	 	Any dispute or difference of any kind whatsoever arising between the
Parties out of, under, or in connection with this Agreement (including,
without limitation, any question regarding its existence, interpretation,
validity or termination) which cannot be resolved by consultation between
the chief executive officer of Imation and the managing director of MBI
within 30 days of the matter being referred to them by either Party (a
Dispute) shall be referred to and finally resolved by arbitration in
Paris, France before three arbitrators appointed in accordance with, and
shall be decided pursuant to, the Rules of Conciliation and Arbitration
of the International Chamber of Commerce from time to time. MBI shall
appoint one arbitrator and Imation, International and the Company shall
together appoint one arbitrator. The third arbitrator shall be appointed
by those two arbitrators and shall act as chairman of the arbitration
tribunal.







	17.2	 	Language of proceedings
	 
	 	 	The proceedings shall be conducted in the English language.







	18    	 	Imation Guarantee







	18.1	 	Guaranteed obligations
	 
	 	 	Imation hereby irrevocably and unconditionally guarantees as a continuing
guarantee the payment when demanded by MBI of all undisputed sums due
owing or outstanding from either the Company or any other Group Company
under this Agreement and the due performance by the Company and each
other Group Company of all and several of its obligations under this
Agreement and agrees to indemnify MBI from and against all loss, damage,
costs and expenses which it may suffer through or arising from any
failure by either the Company or any other Group Company to perform any
of its said obligations or any
failure by either the Company or any other Group Company duly, fully and
punctually to pay any sum required to be paid by it or otherwise to
perform its said obligations.



30






Table of Contents










	18.2	 	No release etc
	 
	 	 	Without prejudice to MBI’s rights against the Company and each Group
Company, as between MBI and Imation, Imation shall be liable under this
Clause 18 as if it were the sole principal debtor and not merely a
surety, and its liability under this Clause 18 shall not be released,
discharged or diminished by:




	 	(a)	 	any legal limitation lack of capacity or authorisation or
defect in the actions of either the Company or any other Group
Company in relation to, any invalidity or unenforceability of, or
any variation (whether or not agreed by Imation) of any of the terms
of this Agreement, the bankruptcy, liquidation, insolvency, or
dissolution of either the Company or any other Group Company or any
change in either the Company or any other Group Company’s identity,
constitution, status or control; or
	 
	 	(b)	 	any forbearance, neglect or delay in seeking performance of
the obligations of either the Company or any other Group Company,
any granting of time indulgence or other relief to either the
Company or any other Group Company in relation to such performance,
or any composition with, discharge, waiver or release of either the
Company or any other Group Company; or
	 
	 	(c)	 	any other act, omission, fact or circumstance which might
otherwise release, discharge or diminish the liability of a
guarantor.







	18.3	 	No avoidance of release, settlement etc
	 
	 	 	Any release, settlement or discharge between MBI and either the Company
or any other Group Company shall be conditional upon no security or
payment made or given to MBI being avoided, reduced, set aside or
rendered unenforceable by virtue of any provision or enactment now or
hereafter in force relating to bankruptcy, insolvency or liquidation and
if any such security or payment shall be avoided, reduced, set aside or
rendered unenforceable, MBI shall be entitled to recover the full amount
or value of any such security or payment from Imation and otherwise to
enforce this Clause 18 as if such release, settlement or discharge had
not taken place.







	19 	 	Survival
	 
	    	 	Notwithstanding any other provision in this Agreement to contrary, Clause
8.5 (Restriction on disclosure of Information), Clause 10
(Confidentiality and Announcements), Clause 12.5 to Clause 12.11, Clause
13.6 (Indemnity), Clause 13.7 (Limitation of Liability), Clause 14.4
(Costs), Clause 15 (Notices), Clause 16 (Governing Law), Clause 17
(Arbitration), Clause 18 (Imation Guarantee) and this Clause 19
(Survival) shall survive any termination of this Agreement.



Signed by the Parties or their duly authorised representatives the day and year
first before written


31






Table of Contents





Schedule 1 - Representations and Warranties



Part 1



	1.	 	Due Incorporation of Imation
	 
	 	 	Imation is duly incorporated with limited liability as a corporation in
the State of Delaware, USA.
	 
	2.	 	Due Authority of Imation
	 
	 	 	The signature, execution and performance of this Agreement and all
ancillary documents by Imation have been duly authorised and are within
the corporate power of Imation, constitute binding obligations of Imation
in accordance with their terms and will not give rise to any breach of
any instrument, debenture, mortgage, agreement, law, order, judgment or
decree by which Imation is bound, including all the contracts to supply
Products including the contracts between Imation and CMC Magnetics
Corporation and more particularly their agreement dated 22 January 1999
(as amended).
	 
	3.	 	Consents Obtained
	 
	 	 	All consents, licences or approvals required by law or regulation in
order for Imation to enter into this Agreement and all ancillary
documents have been obtained without conditions or limitations which
would limit Imation’s performance of this Agreement and all ancillary
documents.
	 
	4.	 	Investigations
	 
	 	 	Complete and accurate copies of all material documents relating to any
actual, pending or threatened investigation or inquiry by any
governmental, judicial or other analoguous body into the business and
affairs of Imation and which could have a material effect on Imation’s
ability to perform its obligations in relation to the transaction
contemplated by this Agreement have been disclosed in writing to MBI
prior to the date of this Agreement.



Part 2




	1.	 	Due Incorporation of MBI
	 
	 	 	MBI is duly incorporated with limited liability as a public limited
company in India.
	 
	2.	 	Due Authority of MBI
	 
	 	 	The signature, execution and performance of this Agreement and all
ancillary documents by MBI have been duly authorised and are within its
corporate power, constitute binding obligations of MBI in accordance with
their terms and will not give rise to any breach of any instrument,
debenture, mortgage, agreement, law, order, judgment or decree by which
MBI is bound.
	 
	3.	 	Consents Obtained
	 
	 	 	All consents, licences or approvals required by law or regulation in
order for MBI to enter into this Agreement and all ancillary documents
have been obtained without conditions or limitations which would limit
MBI’s performance of this Agreement and all ancillary documents.



32






Table of Contents







	4.	 	Employees
	 
	 	 	Complete and accurate details of the terms of employment of and the
current remuneration and other benefits to which such employees of MBI
who are listed in the agreed form list referred to in Clause 6.4 are
entitled have been provided to Imation in writing prior to the date of
this Agreement.
	 
	5.	 	Investigations
	 
	 	 	Other than with respect to the ongoing anti-dumping and anti-subsidy
investigations into CD-R and CD-RW Products sold by MBI in Europe,
complete and accurate copies of all material documents relating to any
actual, pending or threatened investigation or inquiry by any
governmental, judicial or other analoguous body into the business and
affairs of MBI which could have a material effect on MBI’s ability to
perform its obligations in relation to the transaction contemplated by
this Agreement have been disclosed in writing to Imation prior to the
date of this Agreement.



33






Table of Contents









Schedule 2 - Closing obligations




	1.	 	Obligations of Imation
	 
	 	 	Imation shall:




	 	(a)	 	against payment of the sum referred to in paragraph 2(a),
ensure the signature, notarisation and delivery to the Company for
registration of a share transfer deed, duly executed by Imation
Europe B.V., for the transfer of 245 Shares in favour of MBI;
	 
	 	(b)	 	ensure the signature, notarisation and delivery to the
Company for registration of a share transfer deed, duly executed by
Imation Europe B.V., for the transfer of 255 Shares in favour of
Imation;
	 
	 	(c)	 	deliver to the Company the following documents, in each case
notarised and attested to the level of the United Arab Emirates
Embassy in the USA:




	 	(i)	 	copy certificate of registration or original
certificate of good standing of Imation;
	 
	 	(ii)	 	copy memorandum of association and by-laws of Imation;
	 
	 	(iii)	 	board resolution of Imation approving the
holding of a 51.0% interest in the Company by Imation;
	 
	 	(iv)	 	any other documents relating to Imation which may
be required in order for Imation to become the holder of
Shares in the Company;




	 	(d)	 	pay to the Company for subscribing to 7,232 additional Shares
the sum of AED 7,232,000 in immediately available
cleared funds; and
	 
	 	(e)	 	deliver to MBI a signed legal opinion in the agreed form in
respect of Imation and the Company from, respectively, Dorsey &
Whitney and Denton Wilde Sapte, Dubai.




	2.	 	Obligations of MBI
	 
	 	 	MBI shall:




	 	(a)	 	pay to Imation Europe B.V. the sum of AED 245,000 in
consideration for the transfer of Shares referred to in paragraph
1(a) in immediately available cleared funds;
	 
	 	(b)	 	deliver to the Company the following documents, in each case
notarised and attested to the level of the United Arab Emirates
Embassy in India:




	 	(i)	 	copy certificate of registration or original
certificate of good standing of MBI;
	 
	 	(ii)	 	copy memorandum and articles of association of MBI;
	 
	 	(iii)	 	board resolution of MBI approving the holding of
a 49.0% interest in the Company by MBI;
	 
	 	(iv)	 	any other documents relating to MBI which may be
required in order for MBI to become the holder of Shares in
the Company;




	 	(c)	 	pay to the Company for subscribing to 6,949 additional Shares
the sum of AED 6,949,000 in immediately available
cleared funds; and



34






Table of Contents





	 	(d)	 	deliver to Imation a signed legal opinion in the agreed form
in respect of MBI from Luthra & Luthra.




	3.	 	Joint Obligations




	 	(1)	 	The Parties shall ensure that a meeting of the Board shall be
held at which the following matters shall be approved:
	 
	 	(a)	 	the entry of the names of the Shareholders in the shareholder
register of the Company as the holders of the Shares transferred to
them pursuant to paragraph 1 (a) and (b) and the issue to each
Shareholder of a share certificate in respect of such Shares;
	 
	 	(b)	 	the appointment of the persons listed below as the first Directors;




	 	 	Joseph V. Gote as an A Director

Paul R. Zeller as an A Director

Brian J. Plummer as an A Director

Ramesh Sanka as a B Director

Rakesh Govil as a B Director




	 	(c)	 	the appointment of Thomas W. Foyer as the secretary of the Company;
	 
	 	(d)	 	the appointment of Thomas W. Foyer as the first Managing Director;
	 
	 	(e)	 	the appointment of Sanat Kumar as the first Director of Sales;
	 
	 	(f)	 	the financial year of the Company shall end on 31 December,
with the first financial year ending on 31 December 2003; and
	 
	 	(g)	 	the appointment of PricewaterhouseCoopers as auditors of the Company.
	 
	 	(2)	 	The Parties shall ensure that a meeting of the board of
International shall be held at which the following matters shall be
approved:
	 
	 	(a)	 	the appointment of the persons listed below as the first directors:




	 	 	Joseph V. Gote as a director nominated by Imation

Paul R. Zeller as a director nominated by Imation

Brian J. Plummer as a director nominated by Imation

Ramesh Sanka as a director nominated by MBI

Rakesh Govil as a director nominated by MBI




	 	(b)	 	the appointment of Thomas W. Foyer as the secretary of International;
	 
	 	(c)	 	the appointment of Thomas W. Foyer as the first Managing Director;
	 
	 	(d)	 	the appointment of Sanat Kumar as the first Director of Sales;
	 
	 	(e)	 	the financial year of International shall end on 31 December,
with the first financial year ending on 31 December 2003; and
	 
	 	(f)	 	the appointment of PricewaterhouseCoopers as auditors of
International.




	 	 	The Parties shall co-operate with each other and take all necessary steps
to ensure that the transfers of the Shares referred to in paragraphs 1(a)
and (b) above shall be approved by the



35






Table of Contents







	 	 	Authority and registered in the register of shareholders of the Company
as soon as practicable following Closing.



36






Table of Contents









Schedule 3 - Confidentiality Agreement (Clause 6.8)



Date:                     


     To: Global Data Media FZ-LLC (“GDM”) and its direct and indirect subsidiaries
(GDM and such subsidiaries are referred to individually as “Group Company” and
collectively as “Group”)


                                        

                                        



Confidentiality Undertaking



Dear Sirs,



I,                                [insert the name of employee/director] have been
appointed/nominated by [insert the name of the relevant Group Company/Imation
Corp./Moser Baer India Limited] as [                               (incase of an employee,
insert the designation of such employee)/ their nominee director on the board
of directors] of                      [insert the name of relevant Group Company].


I understand that during the tenure of my (employment/appointment on the board
of directors of                     [insert the name of relevant Group Company]), I may
receive or become aware of Confidential Information including any Restricted
Information (as defined hereafter), and I acknowledge and accept that any
unauthorized disclosure of such information by me would constitute a breach of
this Undertaking.


Confidential Information shall mean and include all information, data, studies,
consultants reports, computer models and programs, contracts and documents of a
confidential nature including, without limitation, those relating to the
business, trade ideas, trade secrets, patents, business methods, processes,
know-how, finances, customer pricing, customer lists, customer volumes, product
mix, business plans, sales targets, sales statistics, customer relationships
and database in computer systems relative to GDM or any Group Company or Moser
Baer India Limited (an Indian company having its registered office at 63, Ring
Road, Lajpat Nagar III, New Delhi, India and herein referred to as “Moser
Baer”) or Imation Corp. (a Delaware corporation having its principal office at
Imation Place, Oakdale, Minnesota, USA, and herein referred to as “Imation”) or
of the any subsidiaries and group companies of Moser Baer or Imation.


I recognize and acknowledge the competitive value and confidential nature of
the Confidential Information (including any Restricted Information) and the
resultant damage to the concerned person if the Confidential Information
(including any Restricted Information) is disclosed or is allowed to be
disclosed to any unauthorized person. I acknowledge and agree that it is
imperative that all Confidential Information (including any Restricted
Information) remains strictly confidential.


I understand that GDM is a joint venture company between Imation and Moser Baer
and that each of GDM, Moser Baer and Imation are involved in similar and
competing businesses pertaining to magnetic and optical data storage products.
Further, since the Group would be purchasing products from Moser Baer, any
Restricted Information (as defined hereinafter) would contain information which
is confidential and proprietary to the Group and/or Moser Baer and should not
be disclosed except in the manner and to the extent provided herein and any
unauthorised disclosure of the same to Imation or any of their employees or
consultants, agents or representatives would cause irreparable


37






Table of Contents


harm and injury to the Group and/or Moser Baer. In order to ensure that Imation
and the Group work on an arms length basis and that their interests are not
compromised or conflicted, I agree to the restrictions on disclosure of any
portion of the Confidential Information (including any Restricted Information)
imposed on me.


I agree and undertake as follows:



	1.	 	that I shall use the Confidential Information received by me only for the
purpose of performing my duties towards GDM and/or the relevant Group
Company and shall not in any manner disclose any portion of the
Confidential Information to any person except, subject to paragraph 3
below, strictly on a need to know basis and shall ensure that such person
to whom the Confidential Information is disclosed shall keep such
information strictly confidential.
	 
	2.	 	that I shall promptly advise GDM in writing if I learn of any
unauthorized use or disclosure of Confidential Information.
	 
	3.	 	that notwithstanding anything to the contrary contained in this
Undertaking, I shall not disclose any information of GDM or any Group
Company relating to customer lists or information on an individual
customer or a potential customer or order basis regarding the customer
sales volume, product mix, product pricing or other similar information
(“Restricted Information”) to any person except strictly on a need to know
basis and only to such persons who have also executed undertakings in the
form and content similar to this Undertaking, provided further, that under
no circumstances shall I disclose the Restricted Information to any person
who is working in or who has, in the past eighteen months, worked in the
PSS Division (as defined hereinafter and excluding the financial
controller of the PSS Division). I understand that the Restricted
Information is very sensitive and competitive in nature and any
unauthorized disclosure may cause irreparable harm and injury to Moser
Baer and/or the Group. I further agree that if any disclosure of
Restricted Information is required to be made to Imation or its employees,
agents, representatives etc. (other than to persons who are presently
working in or have in the past worked in the PSS Division as mentioned
above, to whom disclosure is prohibited), then such disclosure shall only
be made strictly on a need to know basis and only to such persons who have
also executed undertakings in the form and content similar to this
Undertaking. PSS Division means the business division within Imation
and/or its associated / group companies which produces and/or sells
personal computer storage applications comprising of optical media
products (such as the optical data storage media in the CD and DVD
recordable and re-writeable formats, whether packaged or unpackaged)
and/or magnetic disc products (such as diskettes), including the relevant
part of another division within Imation and/or its associated /group
companies into which such business division may be reorganized in whole or
in part from time to time
	 
	4.	 	that the restrictions in this Undertaking shall not apply to:




	 	(a)	 	Confidential Information which both GDM and Moser Baer
authorizes the disclosure in writing;
	 
	 	(b)	 	Confidential Information which is or becomes generally
available to the public other than as a result of disclosure by me
in violation of this Undertaking;
	 
	 	(c)	 	Confidential Information which is received by me from a
source other than GDM, another Group Company, Moser Baer, Imation or
any employees, consultants, representatives, agents of any of the
foregoing entities, provided that such source, to the best of my
knowledge, is not bound by a confidentiality agreement/undertaking
with any person;



38






Table of Contents







	 	(d)	 	Confidential Information which is required to be disclosed by
law or legal process or by any securities, exchanges, accounting,
regulatory or governmental body (whether or not the requirement for
disclosure has the force of law), after prior written notice has
been given to GDM.




	5.	 	that I acknowledge that the use or disclosure of the Confidential
Information (including any Restricted Information) in a manner
inconsistent with this Undertaking may cause GDM and/or the relevant Group
Company and/or Moser Baer and/or Imation irreparable damage, and that the
Group shall have the right to seek equitable relief including injunction
to prevent the unauthorized use or disclosure. I agree not to oppose the
granting of such relief to the maximum extent permissible under applicable
law. Nothing shall be construed as prohibiting the Group from pursuing
any other available remedies for such unauthorized use or disclosure,
including the recovery of damages from me.
	 
	6.	 	that on my ceasing to be an employee/director of           [insert the name of
relevant Group Company], I shall promptly return to [insert the name of
the relevant Group Company] all documents or other materials (including
any notes, copies, any reproductions, any extracts and summaries and any
such information stored electronically on tapes, computer disks, or in any
other manner) pertaining to the Confidential Information (including any
Restricted Information) received by me during my tenure with GDM or any
Group Company;
	 
	7.	 	that if any provision of this Undertaking shall be determined to be
invalid or otherwise unenforceable by any court of competent
jurisdiction, I consent and agree that the validity and enforceability of
the other provisions of this Undertaking shall not be affected thereby,
that this Undertaking shall be enforced to the maximum extent permitted by
law, and that any provision found invalid or otherwise unenforceable may
be appropriately amended by that court so as to be valid and enforceable.
	 
	8.	 	that the failure by any Group Company to insist upon strict compliance
with any of the terms, covenants, or conditions hereof shall not be deemed
a waiver of such terms, covenants and conditions.
	 
	9.	 	that this Undertaking shall be interpreted, governed and construed under
the laws of England, as if executed and to be performed wholly within the
territory of England.
	 
	10.	 	that I shall continue to abide by the terms hereof even after ceasing to
be an employee/director of           [insert the name of relevant Group Company].






Signature of Employee/Director

Name:

Designation:



39









Table of Contents






Schedule 4 - Management Roles and Responsibilities (Clause 6.6(d))



40






Table of Contents


Global Data Media - MBI
International - Glyphics Media, Inc.


Global Data Media –

Roles and Responsibilities

Summary




	 	 	 	 	 	 	 	 	 
	Glyphics Media, Inc. (USA)	 	GDM + MBI International (Dubai)	 	MBI International (India)	 	Imation Corp	 	Moser Baer India Ltd.
	
	 	
	 	
	 	
	 	

	- Local Company Mgmt	 	
- Day to day operations such as
operating &
	 	- Procurement from MBI
	 	- Strategic Direction
	 	- Strategic Direction
	 	 	
capital budgets, purchasing, pricing & employment
	 	-Customer Relations/Account	 	 	 	 
	- Front-line sales  	 	- Company strategy
	 	Mgmt
	 	- Market Intelligence
	 	- Market Intelligence
	 	 	 	 	 	 	- Capital contribution	 	 
	- OEM Account Management

- Business Development	 	
- Planning and Forecasting
- GDM-MBII Board of Directors Interface

	 	- Marcom (Adv, tradeshows)

- Website/Internet presence
	 	and loans

- IT systems support

(Oracle + WAN)
	 	- Capital Contribution and loans
- Product Roadmap
	- Local Marketing	 	
- Company Identity/Company Marcom
	 	- Market Intelligence
	 	- Technical Assistance
	 	- Production commitments by SKU
	 	 	
 
	 	- Order Fulfillment/Physical
	 	 	 	- Product delivery and quality
	- Local Market Intelligence	 	
- Imation customer invoicing and
collections
	 	Logistics
	 	- Tech Service
	 	performance
	 	 	 	 	- Product Allocation	 	 	 	 
	 	 	
 
	 	implementation
	 	- Board Representation
	 	- Technical Assistance
	- Order management	 	
- Customer invoicing and collections
	 	- Interface to MBI production
scheduling
	 	 	 	- IT Systems support (EMIS)
	- - Credit note approvals	 	
- WW Sales Management (Sales
Director)
	 	- Product Road Map
	 	 	 	- Logistics support
	- - Expediting, air freight	 	
- Pricing Management
	 	 	 	 	 	- Board Representation
	 	 	
 	 	 	 	 	 	 
	- Local Acctg, AP, HR. IT & Admin	 	
- - Floor price management	 	 	 	 	 	 
	- Local AR/Credit Mgmt.	 	
- - Margin maximization	 	 	 	 	 	 
	- Local Legal and Statutory
Compliance	 	
- Product Allocation

direction/approvals	 	 	 	 	 	 



41






Table of Contents




	 	 	 	 	 	 	 	 	 
	Glyphics Media, Inc. (USA)	 	GDM + MBI International (Dubai)	 	MBI International (India)	 	Imation Corp	 	Moser Baer India Ltd.
	
	 	
	 	
	 	
	 	

	 	 	
- Conflict Management	 	 	 	 	 	 
	 	 	
- Imation vs. OEM customer
requirements	 	 	 	 	 	 
	 	 	
- Middle East and North Africa Sales	 	 	 	 	 	 
	 	 	
- Rolling forecasted demand to MBI	 	 	 	 	 	 
	 	 	
- Finance, Consolidations, Treasury

internal/external auditing, taxation	 	 	 	 	 	 
	 	 	
- Selecting /terminating or setting
compsenation

of key management and other employees	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Key Metrics:	 	
Key Metrics:
	 	Key Metrics:	 	 	 	 
	- Net Sales vs. Target in $USD	 	
- Net Sales vs. Target in $USD
	 	- Net Sales vs.
Target - USD	 	 	 	 
	- Gross Margins vs. target	 	
- Gross Margins vs. target
	 	- Gross Margins vs. target	 	 	 	 
	- Local SG&A vs. target	 	
- Company SG&A vs. target
	 	- Logistics costs vs. target	 	 	 	 
	- DSO and DOS vs. target

- Forecast accuracy vs. rolling
estimate	 	
- DSO and DOS vs target

- Net Income and Cash flow
	 	- Supply Chain performance vs
target

- New product intro timeliness	 	 	 	 



42






Table of Contents



Global Data Media - MBI
International - Glyphics Media, Inc.


Roles and Responsibilities by Area - Page 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	GDM-MBII	 	GDM-MBII	 	Imation	 	Moser Baer
	 	 	Description	 	Glyphics (USA)	 	MBII NL	 	 	 	MBII India	 	Dubai	 	BOD	 	Corp	 	India Ltd.
	 	 	
	 	
	 	
	 	 	 	
	 	
	 	
	 	
	 	

	1.0	 	
General Management	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.1	 	
Day to day operations
	 	MD
	 	GM
	 	 	 	MD India Office

	 	MD
	 	NA	 	NA
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.2	 	
Front-line sales
	 	Sales Director
	 	GM
	 	 	 	NA
	 	Sales Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.3	 	
Customer Account Mgmt
	 	Sales Director
	 	GM
	 	 	 	Cust. Relations Mgr.
	 	Sales Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.4	 	
Business Development
	 	Sales Director
	 	GM
	 	 	 	Cust. Relations Mgr.
	 	Sales Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.5	 	
Regional Marketing
	 	Sales Director
	 	NA
	 	 	 	Cust. Relations Mgr.
	 	Sales Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.6	 	
Regional Market intelligence
	 	Sales Director
	 	GM
	 	 	 	Cust. Relations Mgr.
	 	Sales Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.0	 	
Forecasting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.0	 	
Regional rolling forecast
	 	Sales Director
	 	NA
	 	 	 	Cust. Relations Mgr.
	 	Sales Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.0	 	
MBII Consol. rolling forecast
	 	 	 	 	 	 	 	SC Manager	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.0	 	
MBII Consol forecast to MBI
	 	 	 	 	 	 	 	SC Manager	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.0	 	
MBI Manufacturing plan response
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MBI production mgr.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.0	 	
MBII review and acceptance of Man.
Plan
	 	MD
	 	 	 	 	 	SC Manager
	 	MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.0	 	
Order Management	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	
New Customer approval
	 	Sales Dir/MD
	 	NA
	 	 	 	 	 	Sales Dir/MD	 	 	 	 	 	 



43






Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	GDM-MBII	 	GDM-MBII	 	Imation	 	Moser Baer
	 	 	Description	 	Glyphics (USA)	 	MBII NL	 	 	 	MBII India	 	Dubai	 	BOD	 	Corp	 	India Ltd.
	 	 	
	 	
	 	
	 	 	 	
	 	
	 	
	 	
	 	

	3.2	 	
Customer order acceptance by Newco
	 	Sales Dir/MD
	 	 	 	 	 	 	 	Sales Dir/MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.3	 	
MBII customer order acceptance by

MBI
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exec. Director
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.4	 	
Credit limit check
	 	SC Specialist
	 	NA
	 	 	 	 	 	SC Specialist	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.5	 	
Credit Limit override approval
	 	Fin Manager
	 	 	 	 	 	 	 	Fin Manager	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.6	 	
Customer Orders into EMIS
	 	SC Specialist
	 	 	 	 	 	 	 	SC Specialist	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.7	 	
Confirmation of customer ship date
	 	 	 	 	 	 	 	SC Specialist	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.0	 	
Customer Invoicing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.1	 	
Create and send MBI invoices to MBII
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SC Specialist
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.2	 	
Create BOL, pack list and send with
product
	 	 	 	 	 	 	 	Export Assistant	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.3	 	
Create and send banking docs to MBII
	 	 	 	 	 	 	 	Export Assistant	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.4	 	
Create and send MBII invoice to
customer
	 	 	 	 	 	 	 	SC Specialist	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.5	 	
Create and send MBII invoice to
Imation AP Depts
	 	SC Specialist
	 	 	 	 	 	 	 	SC Specialist	 	 	 	 	 	 



44






Table of Contents



Global Data Media - MBI
International - Glyphics Media, Inc.


Roles and Responsibilities by Area - Page 2




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	GDM-MBII	 	 	 	 	 	Moser Baer
	 	 	Description	 	Glyphics (USA)	 	MBII NL	 	MBII India	 	GDM-MBII Dubai	 	BOD	 	Imation Corp	 	India Ltd.
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	5.0	 	
Customer Credit Notes	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.x	 	
Approve Customer CN requests (Auth. Matrix)
	 	Sales Dir or MD
	 	GM
	 	Cust. Relations Mgr.
	 	Sales Dir or MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.x	 	
Create and send CN to Customer
	 	 	 	NA
	 	Export Assistant	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.0	 	
Price Management	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.1	 	
Maintain Customer price list
	 	Sales Dir/MD
	 	 	 	Order Mgmt. Mgr
	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.2	 	
Prepare one-off price recommendation
	 	Sales Dir/MD
	 	 	 	Cust. Relations Mgr.
	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.3	 	
Transmit One-off price recomm to MD
	 	Sales Dir/MD
	 	 	 	Order Mgmt. Mgr
	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.4	 	
Approve one-off price change
	 	Sales Dir/MD
	 	 	 	 	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.5	 	
Prepare permanent price change recomm.
	 	Sales Dir/MD
	 	 	 	Cust. Relations Mgr.
	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.6	 	
Forward price change recomm to MD and MBI
	 	Sales Dir/MD
	 	 	 	Order Mgmt. Mgr
	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.7	 	
Approve permanent price change
	 	Sales Dir/MD
	 	 	 	 	 	Sales Dir/MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.0	 	
Annual Business Plan	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.1	 	
Set annual business plan timetable
	 	 	 	 	 	 	 	Fin Manager	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.2	 	
Prepare business plan revenue and margin
inputs
	 	 	 	 	 	 	 	Sales Director	 	 



45






Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	GDM-MBII	 	 	 	 	 	Moser Baer
	 	 	Description	 	Glyphics (USA)	 	MBII NL	 	MBII India	 	GDM-MBII Dubai	 	BOD	 	Imation Corp	 	India Ltd.
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	7.3	 	
Prepare operating & capital budgets,

headcount levels
	 	 	 	 	 	 	 	Fin Manager	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.4	 	
Prepare final revenue, margin, operating &

capital budgets
	 	 	 	 	 	 	 	MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.5	 	
Prepare final quarterly headcount plans
Circulate final draft business plan to the BOD
	 	 	 	 	 	 	 	MD


MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.6	 	
Approve annual Business Plan
	 	 	 	 	 	 	 	 	 	BOD
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.0	 	
Purchasing	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.1	 	
Define purchasing process
	 	 	 	 	 	 	 	MD/Fin Manager	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.2	 	
Approve authorized signers list (external
documents)
	 	 	 	 	 	 	 	MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.3	 	
Approve authorized approvers list and US$
limits
	 	 	 	 	 	 	 	MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.5	 	
Approve purchase requisitions (Auth. matrix)
	 	Sales Dir, Fin Mgr
and MD
	 	GM
	 	MD India Office
	 	Sales Dir, Fin Mgr
and MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.6	 	
Approve purchase orders (Auth. matrix)
	 	Sales Dir, Fin Mgr
and MD
	 	GM
	 	MD India Office
	 	Sales Dir, Fin Mgr
and MD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.7	 	
Approve vendors (Auth. matrix)
	 	MD/Fin Manager
	 	GM
	 	MD India Office
	 	MD/Fin Manager	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.8	 	
Approve vendor invoices for payment (Auth.
Matrix)
	 	Sales Dir, Fin Mgr
and MD
	 	GM
	 	MD India Office
	 	Sales Dir, Fin Mgr
and MD	 	 



46






Table of Contents



Global Data Media - MBI
International - 
Glyphics Media, Inc.


Roles and Responsibilities by Area  Page 3




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	GDM-MBII	 	Imation	 	Moser Baer
	 	 	Description	 	Glyphics (USA)	 	MBII NL	 	MBII India	 	GDM-MBII Dubai	 	BOD	 	Corp	 	India Ltd.
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	9.0	 	
Employment Matters	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.1	 	
Prepare headcount requisitions
and promotion proposals
	 	Sales Dir, Fin Mgr
and MD
	 	NA
	 	MD India Office
	 	Sales Dir, Fin Mgr and MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.2	 	
Prepare salary change proposals
(annual and interim)
	 	Sales Dir, Fin Mgr
and MD
	 	GM
	 	MD India Office
	 	Sales Dir, Fin Mgr and MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.3	 	
Approve headcount, promotions,

salary changes
	 	 	 	 	 	 	 	MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.4	 	
Approve changes to MD
compensation & other MD issues
	 	 	 	 	 	 	 	 	 	BOD	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.5	 	
Approve changes to Sales
Director compensation
	 	 	 	 	 	 	 	 	 	BOD	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.6	 	
Hiring and dismissal of the
Sales Director
	 	 	 	 	 	 	 	 	 	BOD	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.7	 	
Approve employee dismissal

requests & related Comp.
	 	 	 	 	 	 	 	MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.8	 	
Establish employee compensation
and benefits policy
	 	 	 	 	 	 	 	MD	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.0	 	
Capital Contributions	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.1	 	
Set capital contributions limits
	 	 	 	 	 	 	 	 	 	 	 	Via contract
	 	Via contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.2	 	
Approve additional capital

contributions
	 	 	 	 	 	 	 	 	 	 	 	Via contract
	 	Via contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.3	 	
Approve payment of dividends
	 	 	 	 	 	 	 	 	 	BOD	 	 	 	 



47






Table of Contents




	 	 	 	 	 	 	 
	Signed by	 	 	 	)	 	 
	duly authorised for and	 	 	 	)	 	 
	on behalf of	 	 	 	)	 	 /s/ Robert L.
Edwards
	Imation	 	 	 	)	 	

	 	 	 	 	 	 	 
	Signed by	 	 	 	)	 	 
	duly authorised for and	 	 	 	)	 	 
	on behalf of	 	 	 	)	 	 /s/ Deepak
Puri
	MBI	 	 	 	)	 	

	 	 	 	 	 	 	 
	Signed by	 	 	 	)	 	 
	duly authorised for and	 	 	 	)	 	 
	on behalf of	 	 	 	)	 	 /s/ Joseph V.
Gote
	The Company	 	 	 	)	 	

	 	 	 	 	 	 	 
	Signed by	 	 	 	)	 	 
	duly authorised for and	 	 	 	)	 	 
	on behalf of	 	 	 	)	 	 /s/ Joseph V.
Gote
	International	 	 	 	)	 	





48