SUPPLY AGREEMENT#

          This Supply Agreement
(together with all Exhibits to this Supply Agreement, this “Agreement”) is made and
entered into on May 7, 2012 (the “Effective
Date”), by and between CalAmp Wireless
Networks Corporation, a corporation organized under the laws of the State of
Delaware, United States of America, (“CalAmp”) with offices 1401 N. Rice
Ave, Oxnard CA 93030 U.S.A., (Fax: 805 419 8498) and Navman Wireless North
America LP, a Delaware limited partnership, (“Customer”), with offices at 2701
Patriot Boulevard – Suite 150 - Glenview, Illinois 60026 USA (Fax:
847-729-5988), each a “Party” and collectively the “Parties.” 

1. SCOPE AND CONTROLLING
TERMS 

    
1.1 General. Customer will
purchase from CalAmp, and CalAmp will sell to Customer, certain fleet tracking
products (the “LMU Product(s)”) as well as products acquired or licensed by CalAmp from
Customer (the “Qube Product(s)”, the “Qtanium
Product(s)” and the “MDT Product(s)”, and
together with the LMU Products, the “Product(s)”), for use by Customer
and/or Customer’s own direct and/or indirect customers (“End-User(s)”). The initial
Products are identified as such in Exhibit
A, at the prices specified on Exhibit A (the
“Prices”).
For future Products, whether standard or non-standard (the latter term defined
to mean a product manufactured by CalAmp to Customer’s specifications and not
sold to other customers of CalAmp, and referred to hereafter as “Non-Standard”),
the Parties will agree to the Prices and execute an amended Exhibit A or such other
Product and price document as to which they mutually agree. 

    
1.2 Independent Contractors.
CalAmp and Customer shall be considered independent contractors and no agency,
partnership, joint venture, franchiser-franchisee or employer-employee
relationship is intended or created by this Agreement. Neither Party shall have
the power or authority or hold itself out as able to obligate or bind the other
Party. Any employee and other personnel working for or on behalf of either Party
shall not be considered employees, agents or representatives of the other Party
for any purpose, and each Party assumes full responsibility for the acts or
omissions of its own employees and agents, and shall be solely responsible for
their supervision, direction, control, compensation and benefits.

    
1.3 Legal Compliance. In the
performance of this Agreement, each Party agrees to comply with all federal,
state, and provincial laws, statutes, ordinances, codes, rules and regulations,
including, without limitation, the laws and regulations of the United States of
America relating to the export or re-export of any Products purchased or sold
hereunder.

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1.4 Dispute Resolution. The parties agree to use good
faith efforts to voluntarily resolve all disputes arising under or in connection
with this Agreement before initiating any lawsuit or legal action, except in the
case where injunctive or other equitable relief is being sought in order to
protect against the wrongful use or disclosure of Confidential Information (as
defined in Section 12 of this Supply Agreement), intellectual property or other
actual or threatened harm that is irreparable or for which there is no adequate
remedy at law. If a dispute exists that the Parties’ principal points of contact
at the operational level have been unable to resolve, either Party may request
resolution of the dispute under this Section by sending written or e-mail notice
of such request to the other Party (“Request
for Resolution”), in which notice the sending
Party identifies an authorized
representative (“Resolution
Representative”). Within two (2) business
days of the receipt of the Request for Resolution, the receiving Party will
identify its Resolution Representative. The Resolution Representatives shall be
part of each Party’s management-level team, not less than one level below
vice-president, and at least one level above the operational point of contact
referred to above. The Resolution Representatives will be responsible for
promptly becoming knowledgeable about the dispute and then coordinating and
conducting such meetings and communications as are appropriate to discuss the
dispute and to negotiate a resolution, which will then be documented. Should
appointment of both Resolution Representatives not occur as described above, or
a written resolution of the dispute not be agreed upon within ten (10) business
days following the appointment of the second Resolution Representative, either
Party will be entitled to terminate this dispute resolution process upon written
notice to the other Party at any time thereafter, and proceed with its other
available remedies. Engaging in the dispute resolution process as herein
described shall not delay or extend any time periods elsewhere specified in this
Agreement, and the failure to reach a negotiated resolution of a dispute under
this Section shall not be deemed evidence of a failure to act in good faith. If
mutually agreeable, the Parties may elect to use mediation and/or non-binding
arbitration to resolve such disputes. Any such mediation or arbitration shall
take place in Ventura County, California, and the Parties shall equally share in
its costs unless otherwise agreed between them. During the pendency of any
dispute, other than for payment of undisputed fees due to CalAmp, CalAmp will
not interrupt or delay the provision of any services or provision of any
Products on account of such pending dispute, or knowingly or willfully engage in
any other act or omission in violation of CalAmp’s obligations hereunder
designed to prevent, interrupt or reduce in any way Customer’s ability to
conduct its business in the ordinary course and meet the needs of its End-Users.


2. ORDERS; MINIMUM PURCHASE
COMMITMENT; EXCLUSIVITY 

    
2.1 Purchase Orders. Customer
shall issue purchase orders (“Order(s)”) for the purchase of
Products under this Agreement. Customer may provide CalAmp in writing with
specific requirements to establish the validity of each Order and CalAmp shall
not accept or fill any Order failing to meet such requirements. Each Order shall
(a) state the date on which it is issued; (b) include an Order number; and (c)
specify the (i) number of units of Products, (ii) applicable Price per unit,
(iii) location to which the Products shall be shipped, (iv) requested delivery
date(s), and (vi) any other applicable terms. Any terms or conditions appearing
on the face or reverse side of any Order, acknowledgment or confirmation that
are additional to, or different from, those contained in this Agreement
constitute material changes to this Agreement and shall be void and of no force
or effect, unless such terms are mutually agreed upon in writing by both
parties. All Orders issued by Customer will be subject to acceptance by CalAmp
and will not be binding on CalAmp until accepted, provided that CalAmp shall
accept all Orders that are consistent with the terms of this Agreement
(including requested delivery date that is consistent with the Lead Time),
unless Customer is in breach of this Agreement for failure to pay invoices when
due pursuant hereto at the time an Order is received. CalAmp agrees to
acknowledge acceptance of all Orders placed by Customer within 5 business days
and confirm requested delivery date to the extent consistent with the Lead Time.
To the extent Customer requests delivery of the Products in advance of the Lead
Time agreed to by the Parties (“Early
Delivery”), CalAmp agrees to use commercially
reasonably efforts to promptly ship the Products to meet the requested Early
Delivery Date, but failure to meet such requested Early Delivery Date shall not
be considered a breach of this Agreement.

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     2.2 Forecasts and Cancellation. Customer
will provide to CalAmp, on a monthly basis, forecasts of Customer’s purchases of
Products for the six months following the date of each forecast. 

         
(a)
Products with Lead Times Longer than
90 Days. For Products with Lead Times in
excess of 90 days, the Parties will, in good faith, enter into signed memoranda
supplementary to, and a part of, this Agreement identifying components that
CalAmp will purchase and use to manufacture and provide such Products and the
extent to which Customer will pay for such components if Customer does of timely
order and purchase Products containing such components. 

         
(b)
Products with Lead Times of 90 Days
or Less. The following provisions apply to
Products whose Lead Times are 90 days or less. 

              
(i)
Effect of Forecasts for
CalAmp. 

	                   
    	(A)       	Generally. CalAmp will procure
      materials, make available manufacturing capacity, and otherwise do all
      things necessary to sell and deliver to Customer all Products as stated in
      each forecast, subject only to the forecast quantities and timing being
      reasonable estimates of Customer’s demand for such Products based on the
      facts and circumstances known to Customer as of the date upon which the
      applicable forecast is delivered.
		 
		(B)	Lead
      Time. If Customer delivers a forecast
      or an Order that adds or orders Products or quantities of Products for
      delivery in an amount of time shorter than the “Lead Time” stated in Exhibit A
      for that Product:
		 
			(I)	CalAmp will
      use commercially reasonable efforts to deliver all such Products within
      the timing stated in the forecast, notwithstanding that CalAmp is not
      afforded the Lead Time during which to do so; and
		 
			(II)       	Where CalAmp
      cannot deliver the excess Products within the forecast or ordered time,
      CalAmp will:
		 
				a.       	Give notice to
      Customer of such inability and of the time by which CalAmp can deliver the
      added or additionally ordered quantities;
		 
				b.	Timely deliver such
      Products as have been forecast and/or ordered within the applicable Lead
      Time(s); and
		 
				c.	Deliver to Customer
      such of the added or additionally ordered quantities as soon as is
      commercially practicable.




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(ii)
Effect of Forecast for
Customer.

	                   
    	(A)       	Forecast is Binding when Lead
      Time Reached. If and when the time
      arrives at which the then-most-recent forecast states a time for delivery
      of the Products that is within the Lead Time from that date, Customer will
      be obliged to purchase the affected Products and Customer will issue an
      Order for same.
		 
		(B)	(a) Customer may re-schedule,
      in whole or in part, the quantity of Products and their shipment date
      according to the limits in the following table.
		 



		Maximum
    reschedule	
	Number of calendar days	(Percentage of purchaser order	
	before Delivery
    Date	quantity)	Maximum delay
	0-30	N/A	N/A
	31-60	30%	90 days
	61-90	50%	180
days




	                   
    	(C)       	Cancellation
      Fee. Except for the Qube Products,
      Qtanium Products or Non-Standard products (which may not be cancelled
      once Ordered), Customer may wholly or partially cancel, by notice to
      CalAmp (which notice may take any commercially reasonable form, including,
      but not limited to, e-mail) given at least 30 days prior to the date
      scheduled for delivery, any Order for Products, provided that Customer
      pays to CalAmp, within 30 days after the date set for delivery of the
      Product, the “Cancellation
      Fee,” if any, stated in the table
      below.
		 



	If, as of the date of notice,
      the following time	The Cancellation Fee is
      the following
	remains until the date set for delivery of
    the	percentage of the Price
      of the affected
	Product(s):	Product(s)
	The
      lesser of 90 days or the Lead Time for the	No charge
	Product	
	45-89 days, but less than the Lead Time for the	7%
	Product	
	30-44 days, but less than the Lead Time for the	10%
	Product	




Any Cancellation Fees paid will count
against any liability of Customer under Section 2.5(a). 

     2.3 Product Support and Evolution Obligations. During the Term, CalAmp will do the following things. 

         
(a)
CalAmp LMU Feature
Parity. CalAmp will as soon as is
commercially practicable, develop and revise its Location Messaging Unit
products (each a “CalAmp LMU”) so that they have at least the functionality of the Qube
Products, Qtanium, Products and MDT Products as is then available, and interface
and function with temperature boxes, trailer units, satellite communication
modems, isolated power supplies, navigation peripheral devices (e.g., MNAV), CAN
bus engine interface units, and driver ID units, all to the extent such
interface and functionality is then existing in the Qube Products, Qtanium
Products, and MDT Products.

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          (b)
Availability of CalAmp
LMUs. CalAmp will make available to Customer
for purchase, not later than the third anniversary of the Effective Date, and
then continuing through the remainder of the Term, at the Prices, CalAmp LMUs
meeting the requirements stated in Section 2.3(a). 

         
(c)
Incremental Improvements in
Products. Subject to the phase-out of certain
Products pursuant to Section 2.6(a)(ii), CalAmp will provide improvements and
revisions to Products as reasonably required to maintain competitive parity with
substantially similar competing products in the relevant markets. The Parties
will negotiate in good faith and agree upon such improvements and revisions.


         
(d)
Roadmap Governs. Improvements and revisions to the Products will include, but
are not limited to, the improvements and revisions identified in the technical
roadmap attached as Exhibit I. The Parties will negotiate in good faith and
agree upon other improvements and revisions. 

    
2.4 Support. CalAmp shall
supply to Customer, free of charge, technical information necessary to assist
Customer support personnel in the maintenance and support of all Products.
CalAmp will provide support to Customer for all engineering changes, bug fixes,
software upgrades, and development queries. CalAmp will provide detailed release
notes for all software upgrades on the Product and ensure that Customer is fully
supported in the integration and function of the Product. CalAmp will
acknowledge all inquiries by Customer engineering personnel within one working
day. CalAmp will work continuously during business hours, using appropriate
numbers of adequately skilled personnel, to resolve each request. CalAmp will
provide to Customer detailed timelines for all engineering resolutions.


    
2.5 Minimum Purchase Commitment.

         
(a)
Customer agrees to purchase from CalAmp,
during the Term, Products having an aggregate Price of at least U.S.
$25,000,000.00 (the “Minimum Commitment”). If Customer fails to meet the Minimum
Commitment during the Term, upon expiration of the Term, Customer shall pay in
cash to CalAmp an amount equal to 35% of the difference between aggregate
amounts paid under this Agreement for purchase of Products and the Minimum
Commitment. 

         
(b)
Customer’s liability under Section
2.5(a) will be reduced to the extent that Customer’s purchases are reduced
because of: 

              
(i)
CalAmp’s breach, default, or failure to
perform under this Agreement; or 

              
(ii)
Force Majeure Event affecting CalAmp as
described in Section 4.2; provided that the reduction of Customer’s liability
under Section 2.5(a) shall apply only to purchases Customer makes during the
Force Majeure Event. 

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          (c) Customer will have no liability for any amount under Section
2.5(a) if: 

              
(i)
Any Epidemic Failure (as that term is
defined in Section 8.3(a)) occurs in which the failure rate is 15% or greater;
provided, that if Customer desires to exercise this clause to eliminate its
liability under Section 2.5(a), Customer shall, as a prerequisite to such
exercise, pay to CalAmp 10% of the then-outstanding balance remaining on the
Minimum Commitment; or 

              
(ii)
This Agreement is terminated by Customer
as permitted by Section 13.3.

     2.6 Exclusivity and Restrictions.

          (a) Purchases by Customer.


              
(i)
“Fleet
Tracking Hardware” means (i) hardware that
contains both a modem and a GPS module or (ii) mobile data terminals.
Notwithstanding the foregoing, the term does not include the Q-Pro as designed
or contemplated by Customer as of the Effective Date. From the Effective Date
until the third anniversary of the Effective Date, Customer will purchase Fleet
Tracking Hardware solely and exclusively from CalAmp. 

              
(ii)
Customer will, not later than the third
anniversary of the Effective Date, transition to CalAmp’s LMUs for all Fleet
Tracking Hardware purchases. If CalAmp cannot, or does not, by then provide
CalAmp LMU Products that meet the roadmap attached as Exhibit I that Customer
requires, CalAmp will continue to provide Qube Products until such time as
CalAmp can, and does, provide all CalAmp LMU Products that that meet the roadmap
attached as Exhibit I. 

              
(iii)
Without limiting any other right or
remedy of Customer under this Agreement or otherwise, the Parties stipulate that
CalAmp’s obligations in Section 2.3 and the continued material conformance by
CalAmp’s LMU Products identified in Exhibit
A with the performance and feature
specifications set forth on Exhibit
E are essential consideration for Customer’s
exclusivity obligations in Section 2.6(a) and that such obligations of CalAmp
will be construed strictly.

              
(iv)
If Customer requests an improvement or
revision to a Product that is reasonably required to maintain competitive parity
with substantially similar competing products in the relevant markets and CalAmp
fails to timely agree to provide Products with such improvements or revisions
(whether under Section 2.3(c) or otherwise), the exclusivity provisions of this
Section 2.6(a) will not apply to Customer’s purchases of Products from third
parties of such improved or revised Products. 

         
(b)
Sale of Qtanium Units. From the Effective Date until the second anniversary of the
Effective Date, CalAmp shall sell the Qtanium product only to Customer and
CalAmp will not, directly or indirectly, sell or otherwise provide, or permit to
be provided, or market, arrange to provide, or solicit for the provision of, any
Qtanium product to any third party. 

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(c) Customer Firmware. 

              
(i)
“Simple Message Data Protocol”, or
“SMDP”, means the proprietary full duplex asynchronous protocol developed and
used by the Company and its affiliates to communicate information between
vehicle mounted devices (including Qube and Qtanium family of products, MDT,
M-Nav, DCU and others) and its server side Online AVL software system, across
the cellular networks. 

              
(ii)
“Customer Firmware” means any and all
iterations of embedded software associated in any way with the Products, and/or
any associated software development kit or similar utilities that was designed
by, and or was formerly sold by Customer as of the Effective Date; provided,
however, the term does not include such embedded software in the MDT Products or
the DCU. The term includes, but is not limited to, any variations, derivative
works, improvements, or modifications of any such firmware, regardless of by
whom made. For the avoidance of doubt, the term includes, but is not limited to,
firmware even when it is not installed or used on Fleet Tracking Hardware or
other hardware. The term does not include the SMDP which, although used by the
firmware, is a trade secret of the Company independent of the Customer
Firmware.

              
(iii)
CalAmp will not sell or otherwise
provide, directly or indirectly, the Customer Firmware or the SMDP to any third
party; provided, however, in no event shall such restriction affect or limit
CalAmp’s ability to sell the MDT Products or the DCU Products; provided,
further, in no event shall such restriction affect or limit CalAmp’s ability to
use the Customer Firmware, or parts thereof, in CalAmp’s designs and products
created subsequent to the Effective Date. 

         
(d)
Non-Solicitation and
Non-Compete. CalAmp shall use reasonable
efforts to not solicit and shall use commercially reasonable efforts not to sell
or knowingly sell Products directly to Customer’s customers, as such customers
are agreed to in Exhibit K. Exhibit K may be updated from time to time by Customer to reflect
additional Customer customers, except that updates to Exhibit K shall not include
then-current, prior or potential customers of CalAmp. As used herein, and with
respect to each update to Exhibit
K, “prior customers” refers to customers who
had an agreement with CalAmp that terminated within the 365 day period ending on
the date that CalAmp receives such updated Exhibit K from Customer and “potential
customers” refers to third parties with whom CalAmp has entered into a
non-disclosure agreement or with whom CalAmp has had meaningful direct contact
within the 365 day period ending on the date that CalAmp receives such updated
Exhibit K
from Customer. CalAmp shall promptly notify Customer of any proposed update to
Exhibit K
that includes a current, prior or potential customer of CalAmp. In no case shall
the restrictions outlined in this Section 2.6(d) preclude CalAmp from selling to
a direct competitor of Customer who in turn bundles the purchase of hardware
from CalAmp with such direct competitor’s fleet management software for
solicitation or sale to an end user of such a bundled fleet management solution.


          (e)
No Re-pointing. CalAmp agrees not to transfer any units controlled in the Customer’s
user account of CalAmp’s wireless Programming, Updates and Logistics System
(“PULS”) to
a competing Telematics Service Provider’s user account in PULS without the prior
written consent of Customer and the affected customer of Customer. In addition,
CalAmp agrees not to transfer any units owned and controlled in a competing
Telematics Service Provider’s user account in PULS to Customer’s user account in
PULS without the prior written consent of Customer, the affected competitor and
the affected end-user.

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3. PRICES, PAYMENT AND CREDIT


     3.1 Prices. All prices and payments for
Products are in United States Dollars. Prices for Products are as set forth on
Exhibit A.
Prices are inclusive of all charges (excluding taxes outlined in Section 3.3
below and shipping), including, without limitation, any charges for labeling,
packaging and crating, finishing or inspection fees, and any applicable
royalties.

    
3.2 Invoicing. CalAmp may
invoice for Products as early as the date upon which the Products are shipped.
Customer shall pay CalAmp undisputed amounts due under this Agreement within 45
days after receipt of the invoice. Customer may withhold payment of charges that
are the subject of good faith disputes and both Parties agree to cooperate and
use reasonable efforts to promptly resolve the dispute in accordance with the
dispute resolution process set forth in Section 1.4 above. The invoice dispute
procedures set forth in this paragraph shall not limit the scope of the warranty
and quality control obligations of CalAmp hereunder.

    
3.3 Taxes. Prices are exclusive
of all federal, state, provincial, municipal or other government, excise, use,
sales, occupational or like taxes, tariffs, duties, fees or surcharges, now in
force or enacted in the future (collectively, “Taxes”), on the finished Products.
Customer is not responsible for Taxes related to the manufacture or import of
raw materials or components used in Product assembly. Any Taxes related to the
finished Products and services delivered under this Agreement, except for Taxes
on CalAmp’s income or taxes arising from CalAmp’s consumption of goods and
services in conjunction with the performance of this Agreement, shall be paid
directly by Customer, except in those circumstances where CalAmp is required by
law to collect such Taxes, unless Customer presents an exemption certificate
acceptable to the taxing authorities. If CalAmp is required to pay any such
Taxes, Customer will promptly reimburse CalAmp for the amount of such Taxes.
CalAmp is not liable for collecting, paying, or reporting any Taxes imposed upon
Customer. 

4. SHIPPING AND DELIVERY


    
4.1 Shipping. Products are
shipped EXW (Incoterms 2010) CalAmp’s facility, or, in the case of shipment from
one of CalAmp’s contract manufacturers directly to Customer, EXW (Incoterms
2010) the facility of such contract manufacturer, including Bataam. All Products
purchased under this Agreement will be delivered as instructed by Customer on
its Order, and Customer shall be responsible for paying all shipping (including
shipping related insurance charges) directly to the shipping carrier (Customer
may designate one or more preferred shipping carrier(s) and provide CalAmp the
account number and any other necessary information such that all shipping costs
will be billed by the carrier directly to Customer), or at Customer’s option,
CalAmp may invoice Customer for such charges. CalAmp shall package all Products
in conformity with industry standards and according to packaging specifications
issued by Customer (the specifications for several of the Initial Products being
contained in Exhibit F) and any carrier requirements, in order to prevent damage
en route to destination. CalAmp will notify Customer as soon as CalAmp becomes
aware that CalAmp may fail to meet shipping or delivery dates as agreed under
this Agreement. If “premium shipping” is required to meet delivery dates, and
the delay is caused by the acts or omissions of CalAmp, CalAmp will pay for the
premium portion of the shipping costs to the final destination. CalAmp will
promptly notify Customer of any actual or anticipated inability to fulfill an
Order on time as required in this Agreement. CalAmp shall not make partial
shipments of Products specified in any Order issued by Customer without
Customer’s prior written consent.

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     4.2 Force Majeure. Neither Party shall be
liable for any nonperformance or delay in performance under this Agreement when
such delay is due to causes beyond the reasonable control of the Party,
including, to the extent beyond the reasonable control of the Party, events
affecting component suppliers of CalAmp for which CalAmp can show that UCC Sec.
2-615 excuses its affected component supplier from its obligations to CalAmp,
acts of God, war, terrorism, riots, fire, explosion or earthquake (each a
“Force Majeure Event”). Upon a delay caused by a Force Majeure Event, the date for
any required performance hereunder will be extended for the time period
necessary to eliminate or mitigate the delay caused by the Force Majeure Event,
not to exceed the actual period of time the Force Majeure Event is in effect,
provided (i) that the Party whose performance is affected has notified the other
Party of the delay and the reasons therefor within three (3) business days of
acquiring knowledge of the delay due to the Force Majeure Event, (ii) the
affected Party uses commercially reasonable efforts to eliminate or mitigate the
effects of the Force Majeure Event, and (iii) in the case of a Force Majeure
Event that adversely affects CalAmp’s ability to fulfill Customer’s purchase
orders, Customer may make such arrangements as are reasonably necessary to
assure itself of continued supply. For the avoidance of doubt, in cases in which
Customer is permitted to make such arrangements, if product availability,
engineering requirements, setup time, minimum lot size, minimum purchase
volumes, volume discount terms, or similar circumstances or other available
terms in the relevant industry require that Customer make one or more
commitments to, and/or purchases from, alternate suppliers for terms longer than
the duration of the Force Majeure event in order to obtain substitute goods at
prices, and/or on other terms, that are at least as beneficial to customer as
those contained in this Agreement, Customer may do so, in which case, to the
extent of such necessary commitments, the exclusivity of Section 2.6(a) will
abate and the reduction in purchases from CalAmp will be attributed to the Force
Majeure Event affecting CalAmp; provided, however, in no event shall Customer’s
commitment extend beyond 180 days past the end of the Force Majeure event;
provided, further, the term of this Agreement shall be extended by the number of
days beyond the Force Majeure event, up to 180 days, to permit Customer to
fulfill its obligations under the Minimum Commitment. Force Majeure Events do
not include circumstances such as insufficiency of funds or other economic
hardship, a general recession in the United States or global economy, or changes
in market conditions.

    
4.3 Compliance with Transportation Requirements. For Product shipments to, from or through the United States,
shipping carriers must comply with the U.S. State and Federal Department of
Transportation requirements and guidelines, including those pertaining to the
transportation of hazardous materials, including without limitation all
standards and requirements with respect to packing and handling of batteries,
whether shipped separately or incorporated into Products.

    
4.4 Unencumbered Title to Products. CalAmp shall deliver good, unencumbered title to all Products shipped
under this Agreement including materials, parts and components incorporated into
any repairs. Title and risk of loss shall pass to Customer upon
shipment.

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5. PRODUCT

     5.1 Specifications. All Products will be
manufactured in accordance with the applicable Product specifications set forth
on Exhibit E.

    
5.2 Product Upgrades. To ensure
the highest quality level for any Product, alternative components, functional
enhancements or revisions, and other changes may be applied by CalAmp to a
Product (“Upgraded Product”), provided that CalAmp may make no such change if the change
would adversely affect the fit, form, or function of the Product. In addition,
CalAmp shall not apply any alternative components, functional enhancements or
revisions, or other changes to the Qube Products or Qtanium Products without the
express written permission of the Customer, which permission shall not be
unreasonably withheld, and shall be granted or denied within seven business days
following notice by CalAmp of CalAmp’s request for such permission. If CalAmp
gives notice proposing alternative components, functional enhancements or
revisions, or other changes to a Qube Product or Qtanium Product that is
required by this Agreement to be delivered after date of notice, CalAmp may,
upon notice to Customer, delay the delivery of the those Products by the number
of days in excess of three that Customer took to approve the change. CalAmp will
cause all Upgraded Products to be Backwards Compatible with Customer’s systems.
“Backwards Compatible” means that when the Upgraded Products are installed,
provisioned and integrated into Customer’s system of products, software and
services, that each Upgraded Product will have all functionality possessed by
the prior version of the Product, and that the prior version of the Product has
not lost any functionality, and that both the prior version of the Product and
the Upgraded Product successfully interface and interoperate with all other
Customer products, software, and services as the prior version, whether internal
or facing the End-User. Customer may request, and CalAmp will provide up to ten
(10) Product demonstration units for newly released Upgraded Product to be
provided by CalAmp at no charge, prior to placing an Order for the Upgraded
Product. CalAmp will not fill existing Orders with Upgraded Products without
Customer’s prior written approval, which approval shall not be unreasonably
withheld. CalAmp will certify that all types of Product approval certifications
described in Section 6.3 below remain valid and effective as a result of any
alternative components, functional enhancements or other changes. 

    
5.3 Continuing Availability and Discontinuance. At all times during the Term, CalAmp will offer to Customer
for purchase Products conforming to the specifications of this Agreement and at
the Prices specified in Exhibit
A (“Initial
Products”), except that CalAmp may
discontinue manufacture of one or more of the Initial Products, in which event
CalAmp shall use commercially reasonable efforts to make available to Customer
for purchase Products of similar form, fit, and function. Notwithstanding the foregoing, for the
period commencing on the Effective Date and ending on the third anniversary of
the Effective Date, CalAmp shall assure availability to Customer of the Qube
Products and Qtanium Products, as described on Exhibit A. CalAmp shall provide to
Customer at least six months’ notice of its intent to discontinue any Product
ordered in the past six (6) months, and Customer shall be entitled to issue an
Order and purchase (and CalAmp will sell to Customer) any number of units of the
Product (the “Final Order”), in addition to any units previously ordered, and CalAmp
shall use commercially reasonable efforts to fill the Order unless unable to do
so due to unavailability of Product or required parts from third party vendors
in sufficient quantities, in which case Customer shall be given first priority
in allocation of such Products and parts and CalAmp shall provide Customer with
as many units of the Product as are reasonably available. Customer shall place
such Final Order within ninety (90) days of receipt of the written notice of
discontinuance, unless a third party supplier imposes a shorter time limit on
CalAmp to acquire necessary parts, in which event CalAmp will notify Customer
and work with Customer to achieve the longest time possible to place the Final
Order. The Final Order shall be non-cancellable.

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5.4 Certification. CalAmp will
cause all Products to be certified for operability on North American and global
carrier networks, as set forth on Exhibit
B attached hereto.

6. QUALITY AND DESIGN VERIFICATION


    
6.1 Certification. CalAmp
represents and warrants that it has received an ISO-9001 Quality Standard and
Procedure certificate, CalAmp will perform periodic quality audits, and CalAmp
shall maintain no less than such standard for the manufacturing of all Products
sold under this Agreement.

    
6.2 Quality Testing. CalAmp
will perform design verification, functional verification, manufacturing and
quality test procedures on the Products in compliance with industry standards
and government regulations Customer may perform its own quality testing
procedures on the Products that it receives. 

    
6.3 Customer Inspections.

         
(a)
Customer shall be entitled to perform
such inspections or tests on any Product model and samples and approve such
Product prior to CalAmp making it available for shipment under this Agreement.
Testing may include live testing in one or more vehicles. CalAmp will supply at
its expense reasonable assistance for inspections and testing. 

         
(b)
CalAmp will, upon commercially
reasonable notice, permit Customer to inspect the facilities and practices
(including, but not limited to, software quality assurance practices) of
CalAmp’s suppliers and/or sub-suppliers that produce Products or components of
Products. 

7. LIMITED WARRANTY AND TECHNICAL
SUPPORT 

    
7.1 Product Warranty. CalAmp
warrants to Customer that all Products delivered under this Agreement
(including, but not limited to, embedded software and firmware ) will, on the
date of shipment and for 15 months thereafter, (the “Warranty Period”): 

         
(a)
Be free from defects in material and
workmanship; 

         
(b)
Comply in all material respects with the
specifications contained in Exhibit E; and 

         
(c)
Be and perform in all material respects
as described in the Product documentation provided by CalAmp to
Customer.

The above warranties are cumulative
and, if one such warranty is more expansive, its provisions shall apply
notwithstanding that another warranty is less expansive and, in any case, the
less expansive warranty will not be deemed to limit the more expansive warranty.
The above warranties shall extend to Customer only (provided that Customer’s
resale or distribution of the Products shall not void or invalidate the
warranties provided herein to Customer).

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     7.2 As between Customer and CalAmp, Customer shall be solely responsible for
Customer’s and Customer’s distribution channel’s representations, warranties and
statements made to End-Users to the extent that they are greater than CalAmp’s
warranties in this Agreement.

    
7.3 Return Shipping. Repair or
replacement for Products that fail to conform to the warranties in this
Agreement shall be at CalAmp’s expense. Customer will return all non-conforming
Products to CalAmp FOB (UCC 2-319) Customer’s or End-User’s location. CalAmp
will ship all repaired or replacement Products FOB (UCC-2-319) Customer’s or the
End-User’s location as specified by Customer. If a Product is returned that
conforms to the warranties stated in Section 7.1, then Customer shall promptly
reimburse CalAmp for all shipping costs associated with the return and
re-shipment of the Product.

    
7.4 Warranty Exclusions.
CalAmp’s liability under the warranties in this Agreement will not apply to
non-conformity to the extent that the non-conformity: 

         
(a)
Results from accident, casualty,
improper installation or testing, use other than as contemplated by the
documentation associated with the Product, or unauthorized modification;


         
(b)
Caused by use of the Product other than
in accordance with its documentation; or 

         
(c)
The result of electrostatic discharge,
electrical surge, fire, flood or similar causes unless caused by the Product
itself or a cause that the Product was designed to withstand.

    
7.5 THE WARRANTIES STATED IN THIS AGREEMENT ARE THE ONLY
WARRANTIES THAT CALAMP MAKES WITH RESPECT TO THE PRODUCTS AND ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS OR SUITABILITY
FOR A PARTICULAR PURPOSE. THE WARRANTIES STATED IN THIS AGREEMENT SHALL NOT
APPLY TO ANY PRODUCT SAMPLES, DEMO UNITS OR PROTOTYPES, DELIVERED BY CALAMP TO
CUSTOMER AS SUCH, WHICH PRODUCTS SHALL BE DELIVERED “AS IS” WITHOUT ANY WARRANTY
OF ANY KIND. 

    
7.6 Recall for Safety Defects.

         
(a)
“Affected Products” means: 

              
(i)
All Products whose manufacture causes
them to contain a safety defect that could result in material damage to
property, or harm or injury to persons; and 

              
(ii)
All LMU Products and all Upgraded
Products (to the extent of changes that make them Upgraded Products) whose
manufacture or design causes them to contain a safety defect that could result
in material damage to property, or harm or injury to persons. 

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          (b) If a batch or other grouping of Products contains Affected
Products and either (i) a governmental authority requires that they be recalled
and/or replaced, or (ii) CalAmp reasonably determines, using the standard of a
person who would be liable for the defects in the Affected Products, that it
should recall and/or replace such Affected Products; (in either case, a
“Recall”)
the Parties will promptly communicate to each other all relevant facts and
cooperate to minimize all risks associated therewith. Communications to
End-Users will be issued solely by Customer, with reasonable input from CalAmp.
Nothing contained in this Section 7.6 shall preclude either Party from taking
such action as may be required of it under any law or regulation, or from
invoking any other remedy under this Agreement. Where commercially practicable
under the circumstances, each Party will consult with the other prior to making
statements to the public or a government agency pertaining to actual or
potential safety defects, except where such consultation would prevent timely
notification required to be given by law or be a violation of any law. CalAmp
will perform all necessary replacements, repairs or modifications to the
Affected Product units at its sole expense in accordance with the warranty
process set forth in this Agreement or such other process as is mutually agreed
to by CalAmp and Customer, whether or not the Warranty Period otherwise
applicable to such Affected Products has expired.

    
7.7 Technical Support.
Technical support for the Products shall be provided by CalAmp to Customer as
set forth in Exhibit C. The Parties agree that Product technical support to
End-Users will be provided solely by Customer with third tier technical support
provided by CalAmp to Customer. 

8. PRODUCT FAILURE 

    
8.1 Product Warranty Repair Turnaround. 

         
(a)
Any failure by a Product to conform to
the warranties in this Agreement constitutes a Product Failure. The Parties will
use CalAmp’s standard Return Materials Authorization (“RMA”) process attached as Exhibit H. CalAmp may revise the RMA process from
time to time, but no revision that materially and adversely affects Customer
will have any effect. Notwithstanding anything in the RMA process to the
contrary, Customer may return Products at reasonable intervals, but, in any
case, not less often than quarterly. The Parties will use a single RMA number to
be issued by CalAmp and used by both Customer and CalAmp upon Customer’s actual
or preliminary determination of Product Failure, and then used throughout the
RMA process as a tracking reference by both Parties. Both parties will work in
good faith to improve screening methods to reduce erroneous returns. CalAmp will
fulfill warranty obligations by Repair and Return as set forth in Section 8.1(b). 

         
(b)
Repair and Return. CalAmp will receive Products returned to it under an RMA and
perform the necessary warranty repairs, or at CalAmp’s option, replace the
Defective Product with a new Product, and then return the repaired or new unit
to Customer or the End-User, as directed by Customer. CalAmp will provide a
Warranty Repair Turnaround Time of fifteen (15) business days. If CalAmp is
unable to meet this turnaround time, CalAmp will notify Customer of such in
writing or by e-mail, and will provide the reason(s) in detail (e.g. lack of
component availability), and specify the estimated time for CalAmp to repair or
replace the Product unit and return it to the End-User or to Customer, as
Customer directs. After receipt of such notice, Customer may cancel the repair
or replacement, in its sole discretion. “Warranty Repair Turnaround Time”
is defined as the time elapsed from the day the Defective Product arrives at
CalAmp’s repair facility until the day the working Product unit is reshipped to
Customer or End-User.

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8.2 First Level Warranty Screening. In order to mitigate erroneous returns of Products that conform to the
warranties in this Agreement, CalAmp engineers and Customer engineers shall have
an initial meeting to familiarize CalAmp with Customer’s application environment
to assist CalAmp with the diagnosis of issues that may arise with respect to the
devices. For CalAmp LMU Products only, CalAmp agrees to provide Customer as part
of its access to the CalAmp’s PULS, with the tools necessary to readily
ascertain in-warranty/out-of-warranty status of a CalAmp LMU Product on a
real-time basis. CalAmp will train customer on currently available tools to
conduct over the air testing of the device while Customer is engaged in
providing End-User technical support, as well as on-going technical support
training. 

     8.3 Epidemic Failure.

         
(a)
An “Epidemic Failure” exists if 5% or
more of the Products shipped during any six-month period fail to comply with the
warranties stated in Section 7.1, and that failure is due to the same root
cause; provided, however, in no event shall any Product be deemed to suffer from
an Epidemic Failure during the first 6 months following the introduction or
initial release of such Product. In the case of an Epidemic Failure, CalAmp
shall repair or replace any Products that are a part of the Epidemic Failure and
CalAmp shall bear the costs of air shipping from Customer and/or Customer’s
customers and return to Customer and/or Customer’s customers and reasonable
re-installation costs. Customer will engage CalAmp in discussions of repair,
replacement, and other costs and the parties will work in good faith to
determine a commercially reasonable plan of repair or replacement. 

         
(b)
CalAmp shall, within ten (10) working
days after receiving notice of an Epidemic Failure, investigate, and use
commercially reasonable efforts to determine and document the existence of the
Epidemic Failure and formulate in conjunction with Customer a detailed recovery
plan (“Recovery Plan”) for remedying such Epidemic Failure, including, without
limitation, replacing or repairing all Products affected by such Epidemic
Failure as soon as reasonably practicable, with as little inconvenience or
disruption as reasonably possible to Customer or its End-Users. The Recovery
Plan shall be subject to Customer’s approval, not to be unreasonably withheld.
CalAmp shall also implement as part of the Recovery Plan such changes and
procedures as are necessary to prevent the occurrence of further Epidemic
Failures. CalAmp shall implement the Recovery Plan as soon as practicable and
shall comply with the agreed action plan and time periods set out in the
approved Recovery Plan. 

         
(c)
Where Products experience defects or
failures that would be part of an Epidemic Failure but for the fact that the
defects or failures occurred after the end of the Warranty Period, CalAmp shall
provide to Customer components or other materials, instructions, and reasonable
assistance as necessary for Customer to repair such Products. Such components
may be charged to Customer by CalAmp at the lesser of CalAmp’s actual cost or
current replacement price.

    
8.4 Non-Warranty
Repairs. If Customer so requests, with
respect to Products that have been returned to CalAmp but CalAmp determines have
not failed to conform to the warranties in this Agreement, CalAmp will provide
Customer with a cost quote to perform necessary repairs, as applicable. Customer
may elect to have the repairs performed at Customer’s cost. If the returned
Product is not under warranty and Customer does not elect to have it repaired at
Customer’s cost, then CalAmp will dispose of the unit.

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9. PROPRIETARY RIGHTS AND LICENSE


    
9.1 CalAmp Ownership of Proprietary Rights. Except as expressly stated otherwise in this Agreement,
nothing in this Agreement will be construed to give either Party any rights in
the intellectual property or other proprietary rights of the other
Party.

    
9.2 Customer License. For
CalAmp LMU Products (as identified on Exhibit
A), CalAmp grants a limited, non-exclusive,
royalty-free right and license to acquire, use and resell the Products during
the Term of this Agreement, subject to the terms of this Agreement and in the
form shipped by CalAmp, and, if applicable, in combination with software and
other products or services supplied by Customer (“Customer Supplied Items”), in any
territory in the world. The right and license herein granted are for the benefit
of Customer and its affiliates, and includes Customer’s right to resell through
all Customer’s distribution channels consisting of direct and/or indirect
dealers or sales agents, resellers, installers and business partners
(“Customer Distribution
Channels”), including all rights ancillary
and necessary to accomplish such purposes, but such right and license are
otherwise non-transferable by Customer. As between CalAmp and Customer, Customer
shall be solely responsible for its Customer Distribution Channels, including,
without limitation, (i) compensation, (ii) full and timely performance, and
(iii) acts and omissions of each as though they were the acts and omissions of
Customer itself. No other right or license is granted by CalAmp to Customer,
whether expressly, by implication, estoppel or otherwise. Customer shall not
disassemble, decompile, decode, reverse engineer or modify any Product, or any
data, firmware or software embedded in, or associated with any Product, without
the prior written permission of CalAmp. Customer shall not remove or omit any
copyright notices or other proprietary notices placed by CalAmp on any of the
Products, in its firmware or software, or on any documentation or other
materials provided in conjunction with the Products, but CalAmp shall remove all
CalAmp Trademarks and other indicia as may be required in Section 9.3.


    
9.3 Trademark License. CalAmp
grants to Customer permission to, during the Term and during any reasonable
sell-off period after the end of the Term, use any of CalAmp’s trademarks,
service marks, trade names, logos, domain names, or other commercial, product or
service designations (collectively, “Trademarks”) solely for the limited
purposes of distributing, promoting, marketing, advertising and/or selling the
Products (“Permitted Purposes”). In each such instance, Customer shall have a limited,
non-exclusive, non-sublicenseable, royalty-free license to use any such
Trademark only for the Permitted Purposes and for no other purpose, and in the
form and manner specified by CalAmp or otherwise in strict conformance with its
commercially reasonable Trademark usage policies, as established by CalAmp from
time to time in its sole discretion. Customer agrees not to use any Trademarks
or any confusingly similar marks, alone or in combination with any other
non-Customer marks, in any promotional, marketing, advertising or sales
materials without the prior written approval of CalAmp. CalAmp reserves the
right to terminate any license with respect to any Trademark if Customer’s use
of such Trademark is in breach of this Agreement, and Customer shall immediately
discontinue any use of such Trademark upon the proper termination of such
license. Any and all use of the Trademarks by Customer shall inure to the
benefit of CalAmp, which shall at all times have, as between Customer and
CalAmp, exclusive ownership of all Trademarks, and Customer shall not take any
action inconsistent with such ownership. Customer, at its option, may request
and CalAmp agrees, to remove all CalAmp Trademarks from the Product and its
packaging (including shipping boxes) in order to provide a “white-label” version
of the Products in accordance with Section 1 of Exhibit D.

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     9.4 Export Laws. CalAmp represents and
warrants that it has the appropriate licenses and rights to sell and license
Products to Customer for use and resale as herein contemplated, including
authorization of the Products for export outside of the United States; provided,
however, it shall be Customer’s sole responsibility to comply with all
applicable export and similar laws in connection with Customer’s resale or
distribution of the Products, either directly or through Customer Distribution
Channels. 

    
9.5 Termination of Licenses.
Any and all rights or licenses granted to Customer under Sections 9.2 or 9.3
shall automatically terminate upon the expiration or termination of this
Agreement for any reason, subject to the limited continuation of such rights and
licenses as necessary to perform the requirements of, and continue the rights
contemplated by, Section 13, and further provided such rights and licenses will
survive in order that expiration or termination will not affect (i) Customer’s
rights under this Agreement (a) to hold and deplete existing Product inventories
including through Customer Distribution Channels, and (b) to continue to provide
(or have provided) to End-Users technical support, installation services, and
repair and warranty services and parts, and (ii) End-User’s rights to continue
to use all Products previously received, or to be received from Customer, and
for which purpose each such End-User shall be deemed to have a perpetual paid-up
license. 

    
9.6 Tradenames. For the
avoidance of doubt, CalAmp will not sell or otherwise provide, directly or
indirectly, any Fleet Tracking Hardware to any person or entity that bears any
trade name owned by Customer. 

10. INDEMNIFICATION AND INSURANCE


    
10.1 CalAmp Indemnification.
CalAmp shall indemnify, defend and hold Customer and its officers, directors,
employees, agents, its Customer Distribution Channels and End-Users (“Customer
Indemnitees”) harmless from and against any
loss, claim, damage or liabilities (including reasonable attorney’s fees and
costs) associated with any third-party claim, suit, or action that alleges that
any Product (other than the Qube Products, MDT Products, or Qtanium Products,
except to the extent that the claim, suit or action is based upon an upgrade or
modification to the Qube Products, MDT Products, or Qtanium Products by CalAmp,
other than at the direction of Customer, it being understood that an upgrade or
modification to which Customer consents as contemplated by Section 5.2 is not an
upgrade or modification at the direction of Customer), including related
documentation or other materials supplied by CalAmp as part of such Product, or
the possession or use thereof by any indemnitee as contemplated by this
Agreement, infringes upon, violates, or misappropriates any (a) copyright, (b)
patent, or (c) trade secret or (d) other intellectual property right of any
third party. The obligations of CalAmp under this Section are subject to (A)
Customer notifying CalAmp promptly of any such claim (it being understood that
any delay in giving notice will reduce CalAmp’s obligations only to the extent
of actual prejudice caused by the delay), (B) CalAmp having sole control of the
defense or settlement of any such claim, provided that it prosecutes such
defense diligently and Customer shall be entitled to reasonably participate
therein at its own cost and CalAmp shall not settle any such claim without the
consent of Customer if the settlement includes any relief other than the payment
of money that is fully funded by CalAmp, and (C) Customer providing reasonable
assistance and information necessary in connection with the defense of any such
claim, at no cost or expense to Customer.

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     10.2 Customer Indemnification. Customer shall indemnify, defend and hold
CalAmp and its officers, directors, employees and agents (“CalAmp Indemnitees”)
harmless from and against any loss, claim, damage or liabilities (including
reasonable attorney’s fees and costs) associated with any third party based on:
(i) an allegation that the Customer’s product (including the Qube Products, MDT
Products and Qtanium Products, except to the extent the allegation is based on
upgrades or modifications to the Qube Products, MDT Products or Qtanium Products
that were made by CalAmp not at the direction of Customer it being understood
that an upgrade or modification to which Customer consents as contemplated by
Section 5.2 is not an upgrade or modification at the direction of Customer), or
any materials, specifications, use or any other information provided by Customer
to CalAmp, infringes any U.S. (a) copyright, (b) patent, (c) trade secret or (d)
other intellectual property right of any third-party, or (ii) any acts or
omissions of Customer Distribution Channels. The obligations of Customer under
this Section are subject to (A) CalAmp notifying Customer promptly of any such
claim, (B) Customer having sole control of the defense or settlement of any such
claim, provided that it prosecutes such defense diligently and CalAmp shall be
entitled to reasonably participate therein at its own cost, and Customer shall
not settle any claim without the consent of CalAmp, if the settlement includes
any relief other than the payment of money which is fully funded by Customer,
and (C) CalAmp providing reasonable assistance and information necessary in
connection with the defense of any such claim, at no cost or expense to CalAmp.


    
10.3 Products Enjoined. If the
right of Customer or anyone within Customer Distribution Channels to resell or
use, or the right of any End-Users to use the Product or services provided for
in this Agreement is enjoined, CalAmp will at its sole expense, and at its
election either, (i) procure on their behalf the right to continue the sale or
use of the Products and services free of any liability for Infringement or other
violation; or (b) replace or modify the Products or services with substantially
equivalent, non-infringing Products, services or technology.

    
10.4 Infringement Disclaimer.

         
(a)
CalAmp’s obligations under Section 10.1
will be reduced to the extent that the third-party claim is based upon:


              
(i)
Marking or branding that is not applied
by CalAmp or that involves any marking or branding applied at the request of
Customer or any Customer Indemnitees; or 

              
(ii)
Modification of the Products or any part
thereof by Customer, Customer Distribution Channels or End-Users. 

	Supply Agreement	Confidential
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(b)
If the claim with respect to which
CalAmp must indemnify is a Combination Claim (as defined below), CalAmp’s
liability will be CalAmp’s Proportionate Share of the liability (including, but
not limited to, defense and settlement costs) associated with such third party
claim. The “Proportionate Share” is the portion of the liability, determined on
a fair and equitable basis, attributable to the possession or use of the Product
itself. A “Combination Claim” is a claim based on use of one or more Products in
combination with products, systems, services, processes or methods not furnished
by CalAmp, including, for example, use in an apparatus or system, or the making
or practicing of a process or method. 

For the avoidance of doubt, CalAmp does
not disclaim liability as to Infringement claims that arise from, or relate to,
contributory infringement solely by CalAmp Products. 

     10.5 Insurance. CalAmp shall maintain during the Term of this Agreement the following
minimum insurance coverages with insurers having A.M. Best ratings of not less
than A-, VII naming Customer as additional insured, and providing Customer with
a certificate of insurance evidencing that all the required coverages are in
force: (i) Commercial general liability, including bodily injury, property
damage, personal and advertising injury liability, and contractual liability
covering operations, independent contractor and products/completed operations
hazards (including product liability insurance), with limits of not less than
$2,000,000 combined single limit per occurrence and $2,000,000 annual aggregate,
with a waiver of subrogation in favor of Customer. Customer shall maintain
during the Term of this Agreement the following minimum insurance coverages with
insurers having A.M. Best ratings of not less than A-, VII naming CalAmp as
additional insured, and providing CalAmp with a certificate of insurance
evidencing that all the required coverages are in force: Commercial general
liability, including bodily injury, property damage, personal and advertising
injury liability, and contractual liability covering operations, independent
contractor and products/completed operations hazards (including product
liability insurance), with limits of not less than $2,000,000 combined single
limit per occurrence and $2,000,000 annual aggregate, with a waiver of
subrogation in favor of CalAmp. 

11. DAMAGES AND LIMITATION OF
LIABILITY. 

    
11.1 See Exhibit J. 

12. CONFIDENTIAL
INFORMATION. 

    
12.1 “Confidential Information” Defined. “Confidential Information” of a Party means any information belonging
to, or held by, the Party, whether fixed in a tangible medium or otherwise, that
is: 

         
(a)
Not readily ascertainable by proper
means by the public; and 

         
(b)
The subject of commercially reasonable
efforts by the Party under the circumstances to maintain as
confidential. 


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12.2 Confidentiality Generally.
Each Party, as a receiving Party, will do the following things with regard to
the Confidential Information of the other Party. 

          (a) Prevent the disclosure of the Confidential Information by the
receiving Party and each of the receiving Party’s employees, agents, and/or
professionals to any third party other than as permitted under this Agreement.


         
(b)
Use, and permit the use of, the
Confidential Information only for the purposes of providing, or enjoying the
benefit of, the goods, services, and/or software provided for in this Agreement
(the “Purpose”). 

         
(c)
Disclose the Confidential Information
only to such of the receiving Party’s employees, agents, and professionals as
have a bona fide need to possess or know the Confidential Information in the
course of accomplishing, or advising the disclosing Party with regard to, the
Purpose. 

         
(d)
Cause each employee, agent, or
professional to whom the receiving Party discloses the Confidential Information
to be bound by an obligation of confidentiality that is at least as rigorous as
the obligations contained in this Agreement. Each professional, such as a lawyer
or an accountant, actually retained by the receiving Party in a
professional-client relationship will be deemed under an adequate obligation of
confidentiality for the purposes of this Agreement so long as the law recognizes
an obligation of confidence actionable by the receiving Party under law without a
separate contractual obligation.


         
(e)
Return or destroy all written or other
tangible copies of Confidential Information in the receiving Party’s possession
or direct or indirect control, including all extracts and copies thereof, within
a reasonable time after, and in accordance with, the disclosing Party’s
request. 

    
12.3 Exceptions to Confidentiality. Nothing in this Agreement will prevent the receiving Party from
disclosing Confidential Information to the extent that: 

         
(a)
It is or becomes readily ascertainable
by proper means by the public without any breach of a confidentiality obligation
of the receiving Party; 

         
(b)
It is received from a third party that
is not under an obligation of confidentiality of which the receiving Party knew
or had reason to know; 

         
(c)
It was independently developed by the
receiving Party without use of the Confidential Information; or 

         
(d)
It is required by law to be disclosed,
provided that the receiving Party provides to the disclosing Party as much
notice as is practicable under the circumstances of such requirement prior to
disclosure and provides to the disclosing Party, at the disclosing Party’s
expense, such reasonable assistance as the disclosing Party requests in seeking
confidential treatment, protective orders, nondisclosure, and/or similar
measures. 

    
12.4 Ownership of Confidential Information. All Confidential Information of the disclosing Party shall
at all times be and remain the sole and exclusive property of the disclosing
Party. 


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12.5 Injunctive Relief. Because
unauthorized use or disclosure of Confidential Information might result in
immediate and irreparable injury to the disclosing Party for which monetary
damages might not be adequate, in the event that the receiving Party or any
officer, director, employee, agent, professional, or subcontractor of the
receiving Party uses or discloses Confidential Information or, in the disclosing
Party’s reasonable opinion, any such person is likely to use or disclose
Confidential Information in breach of the receiving Party’s obligations under
this Agreement, the disclosing Party will be entitled to seek equitable relief,
including temporary and permanent injunctive relief and specific performance.
The disclosing Party will also be entitled to recover any pecuniary gain that
the receiving Party realizes from the unauthorized use or disclosure of the
disclosing Party’s Confidential Information. The rights in this Section 12 are
in addition to any other rights of the disclosing Party under this Agreement, at
law, or in equity.


     12.6 Competitor Issues. If a competitor of
Customer acquires all or a substantial part of the business of CalAmp that is
associated with this Agreement, whether by transfer of assets, transfer of
equity interests, merger, change of control, or otherwise, CalAmp will
thereafter, by physical, logical, and other restrictions, make commercially
reasonable efforts to prevent such competitor and such competitor’s agents and
representatives from having access to Customer’s customer names, volumes, and
pricing information, other than such competitor’s officer, directors,
representatives or employees who have a need to know such
information.

    
12.7 Duration of Confidentiality Obligations. The confidentiality obligations under this Agreement will
continue after disclosure of each item of Confidential Information for the
longer of: 

         
(a)
The time during which the Confidential
Information remains a trade secret (as that term is defined in the Uniform Trade
Secrets Act) of the disclosing Party; or

         
(b)
Five years after the termination of this
Agreement. 

13. TERM AND
TERMINATION. 

    
13.1 Term. The “Term” of this
Agreement begins on the Effective Date and ends on the fifth anniversary of the
Effective Date. This Agreement shall continue for a period of five (5) years
from the Effective Date (the “Term”). 

    
13.2 Termination for Convenience. Customer may terminate this Agreement with at least 180 days’ notice,
effective at any time after Customer has met the Minimum Commitment. 

    
13.3 Termination for Cause.
Either Party may terminate this Agreement or any Order hereunder upon written
notice if the other Party: (a) breaches this Agreement or the applicable Order
and fails to cure such breach within 60 days following receipt of written notice
of such breach; (b) becomes insolvent, files a petition in bankruptcy or becomes
subject to a petition in bankruptcy filed against it that is not dismissed
within thirty (30) days of its filing; (c) is placed under the control of a
receiver, liquidator or committee of creditors; or (d) dissolves, ceases to
function as a going concern, makes or attempts a general assignment for the
benefit of creditors, or otherwise fails to conduct its business in the normal
course. Notice of termination upon a failure to cure may be included in any
written notice to cure and, in such a case, a separate, subsequent notice of
termination is not required. Termination for cause is in addition to all other
rights and remedies available for breach. 

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     13.4 Effect of Termination. Termination of
this Agreement will not prejudice rights and liabilities (including payment of
Prices for Product ordered or delivered, as applicable) of either Party that
accrued prior to the time of termination. If Customer terminates this Agreement
with cause, then (i) CalAmp will continue to perform all Orders placed prior to
the termination of this Agreement, which Orders will remain subject to all terms
and conditions of this Agreement, unless such Orders are cancelled by Customer
in accordance with this Agreement; and (ii) if requested by Customer, CalAmp
will continue to perform this Agreement, including the fulfillment of all
subsequent Orders, for such period of time as may be designated by Customer,
which period may be shortened or extended by Customer as necessary, but which
period in total will not exceed 180 days following the termination date set
forth in the notice of termination. CalAmp shall be required to fulfill all
Product warranty obligations related to Products shipped by CalAmp whether prior
to or after such termination, which obligations shall survive termination for
the Warranty Period. Termination does not affect any obligations of the Parties
which survive termination under Section 14.8 of this Agreement. 

14. GENERAL.

    
14.1 Entire Agreement. This
Agreement, together with that certain Asset Purchase Agreement dated May 7,
2012, between CalAmp, Customer, and Navman Wireless New Zealand, and that
certain Promissory Note dated May 7, 2012, between CalAmp and Customer,
constitute the entire agreement between the Parties with respect to the subject
matter if this Agreement and supersede all prior oral or written proposals,
negotiations and agreements between the Parties relating to the subject matter
of this Agreement. No modifications to this Agreement or waivers will be
enforceable unless evidenced in writing and signed by both
Parties. 

    
14.2 Assignment. Neither Party may assign
its rights or obligations under this Agreement without the prior written consent
of the other Party, which consent shall not be unreasonably withheld,
conditioned or delayed, provided that consent is not required in conjunction
with the merger, transfer or sale of a majority of a Party’s outstanding voting
capital stock or substantially all of its assets, or if there is otherwise a
change in control. This Agreement shall be binding upon and inure to the benefit
of the Parties’ successors and permitted assigns. 

    
14.3 Compliance with Laws. The Parties will comply with all applicable laws, statutes, regulations, ordinances,
and rules of governmental authority, including the export laws, rules or
regulations of Canada and the United States.


    
14.4 Notices. Any notice required or
permitted to be given under this Agreement must be in writing and will be deemed
effective (a) if given by personal delivery, upon such personal delivery, (b) if
given by nationally-recognized courier or mail service (in either case that has
real-time or near-real-time tracking), at the time that the notice is delivered
(or an attempt is made to deliver the notice, regardless of whether refused) to
the receiver’s premises according to the tracking records of the courier or mail
service, or (c) if given by fax, at the beginning of the next business day at
the receiver’s location, provided that the sender’s fax device generates a
confirmation that the fax arrived at the receiver’s device and that there is no
indication in the course of the transmission that the notice did not arrive at
the receiver’s fax device. The addresses for notice for each Party are those in
the preamble to this Agreement. Either Party may change its address for notice
by notice to the other Party.

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     14.5 No Third Party Beneficiaries. This
Agreement is intended solely for the benefit of the Parties, their successors
and permitted assigns. There are no express, implied, legal or equitable rights
or benefits conferred upon any third party unless expressly set forth in this
Agreement.

     14.6 Promotion. Neither Party will distribute a press release or otherwise
announce the Parties’ relationship or the execution of this Agreement, without the
other Party’s prior written consent, which consent shall not be unreasonably
withheld. In no event shall either Party publicly refer to the other Party or
the other Party’s products or services in a disparaging manner.

     14.7 Order of
Precedence. The terms and conditions of this
Agreement take precedence over those contained in any Order. Execution of an
Order shall not operate as an amendment to this Agreement.

     14.8 Waivers of
Default. A Party’s waiver of any breach or
default shall not be deemed a waiver or modification of any term or condition of
this Agreement, a continuing waiver of such breach or default or a waiver of any
other breach or default.

     14.9 Survival.

         
(a)
The expiration or termination of this Agreement shall
not terminate vested rights of either Party unless this Agreement expressly
specifies otherwise, or release either Party from any liabilities or obligations
incurred prior to expiration or termination.

         
(b)
The provisions of Section 12 will survive according to
their terms the termination of this Agreement for any reason.

         
(c)
The provisions of Sections 7 and 8 will survive for the
duration of the warranties contained in Section 7 and for so long as required
for Customer to receive all remedies contemplated by those sections.

         
(d)
The provisions of Sections 10.1, 10.2, 10.3, and 10.4
will survive the termination of this Agreement for the period stated in Exhibit
J.

         
(e)
The provisions of Sections 1, 3, 4, 9.1, 9.4, 9.5, 11,
13, and 14 will survive indefinitely the termination of this Agreement for any
reason.

     14.10 Headings. Section headings are solely for the convenience of the
Parties, and shall not affect the meaning or interpretation of any term or
condition of this Agreement. 

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     14.11 Governing
Law. This Agreement will be governed by and
interpreted in accordance with the laws of the State of New York, without regard
to conflicts of law principles. The Parties agree that this Agreement shall not
be governed by the United Nations Convention on Contracts for the International
Sale of Goods. Any suit or other legal action respecting this Agreement shall be
brought exclusively as follows (provided any judgment may be enforced in any
appropriate jurisdiction) in the state
court for Ventura County, California or in the U.S. District Court in Los
Angeles, California.

     14.12 Severability. If any of the provisions
of this Agreement shall be held invalid or unenforceable by a court or other
forum of competent jurisdiction, such invalidity or unenforceability shall not
invalidate or render unenforceable the entirety of this Agreement. Unless a
failure of consideration would result, the invalid or unenforceable provision
will be deemed revised to the minimum extent necessary in order to make the
Agreement valid and enforceable, provided the Agreement as revised continues to
substantially reflect its original intent. 

     14.13 Counterparts. This Agreement may be executed
in counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. This Agreement may be
executed by facsimile or scanned signature.


(signature page
follows) 

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Signature Page to 

SUPPLY AGREEMENT 

     IN WITNESS
WHEREOF, the parties have executed this
Agreement to be effective as of the date first above written. 

	CalAmp	Customer
	 
	By:	/s/ Richard
Vitelle	By:	/s/ Michael L.
  Henn
		 		
	Name:     	Richard Vitelle	Name:     	Michael L. Henn
		 		
	Title:	Treasurer	Title:	EVP – Treasurer,
    CFO



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