Unassociated Document


    *
      CERTAIN
      INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
      OMITTED PORTIONS.

     

    HOSTED
      SERVICES AGREEMENT

     

    This
      Hosted Services Agreement (the “Agreement”)
      is
      made and entered into as of [*] (the “Effective
      Date”),
      by
      and between IXI
      Mobile (R&D) Ltd., an
      Israeli corporation, with its office at 17 HaTidhar Street, Ra’anana, Israel
      43665 (“IXI”)
      and
      [*] with its registered office at [*] (“Provider”).

     

    WHEREAS,
      Provider wishes to make available certain services to IXI for use by customers
      and end users and IXI wishes to purchase such services from
      Provider;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, it is mutually agreed by and
      between IXI and Provider (the “Parties”) as follows :

     

    
      
        	1.	
                Definitions

              


      

    

     

    For
      the
      purpose of this Agreement, the following terms shall have the meaning hereby
      assigned to them unless the context would obviously require otherwise.


     

    [*]
      

     

    “Affiliate”
means
      a
      person or entity that directly, or indirectly through one or more
      intermediaries, controls or is controlled by, or is under common control with,
      another person or entity.

     

    “Client
      ID”
shall
      mean a unique, identification number generated by Provider for an OGO (as
      defined below), and identifiable by IXI Customer, as defined within the System
      (as defined below).

     

    “Commercial
      Launch”
shall
      have the meaning given to it in Exhibit D.

     

    “Dependencies”
shall
      have the meaning given to it in Exhibit D.

     

    “IXI
      Customer”
means
      a
      company and or person to whom IXI re-sells the Service (including without
      limitation Operators, resellers, distributors, mobile virtual network operators
      (MVNO) and internet service providers (ISPs)).

     

    “Key
      Milestone Date(s)”
means
      the date specified in Exhibit D for Commercial Launch.

     

    “OGO”
means
      the mobile messaging devices known as OGO, CT-10 and/or CT-12 and similar
      devices, including any updates, upgrades, modifications, next generation devices
      or replacements thereof. 

     

    “Operator(s)”
means
      a
      supplier, licensor or provider of mobile telecommunications services to
      customers and/or end users. 

     

    “Portal”
shall
      mean the following providers of instant messaging and/or email services:
      [*].

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Project”
means
      an OGO launch with an IXI Customer pursuant to an SOW under the terms of this
      Agreement. 

     

    “Roadmap”
means
      a
      roadmap for a Project. Exhibit E. 

     

    “Reseller”
means
      a
      person or entity who is authorized in writing by IXI to sell or license OGO
      devices and/or services.

     

    “Service
      Level Agreement (SLA)”
means
      the service level agreement attached hereto as Exhibit B.

     

    “Services”
means
      the hosted mobile instant messaging gateway and mobile email gateway services
      provided by Provider with respect to the delivery of mobile instant messaging
      and mobile email services to Subscribers for use with OGO, and as more fully
      set
      forth in an applicable SOW (as defined below). 

     

    “Statement
      of Work
      (SOW)”
means
      a
      statement of work for a Project. Exhibit A.

     

    “Subscriber”
means
      a
      person who is an end user of the Service (including, without limitation, a
      customer of an IXI Customer). For the avoidance of doubt and as an example,
      if
      an IXI Customer re-sells the Service onto [*], [*]'s employees rather than
      the
      corporate entity itself would be deemed to be the Subscribers (and as such
      an
      [*] Fee would be payable for each employee that is an [*]).

     

    “System”
means
      the combination of hardware and software provided by or on behalf of, or used
      by, Provider for the provisioning of the Services.
      

     

    “Territory”
means
      [*].

     

    “Year”
means
      a
      period of 12 months from [*].

     

    Other
      capitalized expressions used in this Agreement shall have the meanings assigned
      to them elsewhere in this Agreement. Terms in the singular form will also
      include the plural, and vice versa, where the context so requires.

     

    
      
        	2.	
                Appointment.
                  

              


      

    

     

    
      	
            	2.1	
              IXI
                hereby appoints Provider to provide the Services with respect to
                the IXI
                Customers set forth in Exhibit F below and Provider agrees to provide
                the
                Services on the terms and conditions set forth herein. In providing
                the
                Services, the parties agree that Provider shall host, operate and
                maintain
                the Systems and IXI will allow Provider to connect said Systems to
                such
                IXI Customers’ network and/or Portal network if and as required to provide
                the Services as determined by IXI in accordance with this Agreement.
                

            


    

     

          
      [*]

     

    
      	
            	2.2	
              Provider
                hereby grants to IXI a non-exclusive right and license to make the
                Services available to Subscribers in the Territory and to promote
                and
                market the Services pursuant to the terms and conditions of this
                Agreement.

            


    

     

    
      	
            	2.3	
              IXI
                shall only provide the Services to IXI Customers.
                

            


    

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.4

            	
              The
                parties intend the Services to be to be rolled out for the [*] Portal
                in
                accordance with the timetable set out in Exhibit D. After [*] the
                parties
                shall discuss the roll out of the Service for other Portals. Provided
                that
                both parties agree (in writing) and there is sufficient lead-time
                (which
                in any event shall be no less than [*]) the Service shall be rolled
                out to
                other specified Portals.

            


    

     

    
      	
            	
              2.4.1

            	
              Provider
                and IXI will work together collaboratively in good faith to achieve
                commercial launch of [*] IM and email and [*] IM and email by [*].
                Provider will make best, commercially reasonable efforts to achieve
                an
                implementation of the functionality listed Exhibit E in as far as
                is
                directly under their control. IXI will assist with regard to gaining
                access to certification with [*] and [*] and will pay all [*] associated
                with certification of Provider's Services with the OGO provided that
                these
                do not include the development costs for the Provider to develop
                working
                interfaces and implementations. The Parties agree to generate in
                good
                faith shared implementation milestones and delivery dates 

            


    

     

    
      	
            	
              2.5

            	
              IXI
                and Provider shall in good faith jointly prepare the initial forecast
                of
                Subscribers and a rolling forecast of Subscribers, the forecast being
                revised on a [*] basis and the forecast for the proceeding [*] to
                be used
                by Provider in order to perform capacity planning and to build out
                the
                infrastructure to implement the Services. For the sake of clarity,
                Provider shall prepare capacity in advance according to the [*] window
                in
                the jointly prepared rolling forecast. In the case where the capacity
                set
                forth in the [*] window of the rolling forecast is not utilized [*].
                

            


    

     

    
      	
            	
              2.6

            	
              Provider
                will provide IXI, free of charge, with access to the Services for
                up to
                [*] Subscribers across a variety of IP addresses for the purpose
                of
                demonstration, engineering and/or testing; provided that no additional
                system will be needed to be setup by Provider.


            


    

     

    
      	
            	
              2.7

            	
              IXI
                shall provide to Provider, no later than [*], either an acceptance
                statement of the Services or a written report of any deficiencies
                in the
                Services, based on the SOW (“Punchlist”). Upon fixing the deficiencies as
                detailed in the Punchlist, IXI shall send to Provider an acceptance
                statement. If IXI shall not send an acceptance statement or Punchlist
                within [*] or notice that the deficiencies in the Punchlist have
                been
                fixed, the Services will be deemed to have been accepted. The parties
                agree and acknowledge that this Section 2.7 is not intended to limit
                in
                any way IXI’s rights under Section 2.1
                above.

            


    

     

    
      
        	3.	
                Fees.
                  

              


      

    

     

    
      
        
          	
                	3.1	
                  IXI’s
                    payment obligations hereunder and payment terms are set forth
                    in
                    Exhibit
                    C.
                    

                


        

      

    

     

    
      	4.	
              Reports.

            


    

     

    Information
      and/or reports (“Service Reports”) will be provided as set forth in the attached
      SLA, Statement of Work or as otherwise agreed to by IXI and Provider.


     

    The
      parties hereby agree and acknowledge that all of the information included in
      any
      Service Report is solely the Confidential Information of IXI and Provider
      relinquishes any right or claim it may have, now or in the future, to such
      information. Upon IXI’s written request, whether before or after termination of
      this Agreement for any reason, Provider will immediately transfer to IXI all
      information stored on Provider’s servers (or other infrastructure equipment)
      which is included in or related to any and all of the Service Reports.


     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    The
      parties hereby agree that Provider may make use of the data in the Service
      Report provided that such data cannot be related to any specific IXI Customer.
      

     

    
      	5.	
              Limited
                Service Warranty; Support

            


    

     

    
      	 	
              5.1

            	
              Provider
                warrants that the Services will be provided in a professional manner
                in
                accordance with the terms of this Agreement (including all Exhibits
                hereto).

            


    

     

    
      	
            	5.2	
              Provider
                shall (in addition to the Services) provide Service Support throughout
                the
                Term in accordance with the SLA attached hereto as Exhibit
                B.

            


    

     

    
      	
            	5.3	
              THE
                FOREGOING WARRANTIES SET FORTH IN SECTIONS 5.1 AND 5.2 ARE THE SOLE
                WARRANTIES GRANTED BY PROVIDER IN CONNECTION WITH THE SERVICES.
                The
                parties exclude all other warranties implied by statute, common law
                or
                otherwise to the maximum extent permitted by applicable
                law.

            


    

     

    
      	6.	
              General
                Warranties and Representations

            


    

     

    
      	
            	6.1	
              Provider
                and IXI each hereby represent and warrant
                that:

            


    

     

    
      	 	
              (i)

            	
              it
                has all right, power and authority to enter into this Agreement and
                to
                fully perform its obligations hereunder;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                execution of this Agreement does not and will not violate any other
                agreement by which it is bound or its charter or
                bylaws.

            


    

     

    
      	
            	6.2	
              IXI
                represents and warrants that:

            


    

     

    
      	 	
              (i)

            	
              it
                will not use the Services in conjunction with an IXI Customer without
                a
                written agreement between IXI and such IXI Customer and without a
                right to
                enable the Services between such IXI Customer and Portal.
                

            


    

     

    
      	7.	
              Indemnification
                and Liability.

            


    

     

    
      	
            	7.1	
              Provider
                shall indemnify, defend and hold harmless IXI and its
                Affiliates, directors, officers and employees (“Indemnitees”) against all
                actions,
                claims, demands, suits, losses and damages (including reasonable
                costs,
                expenses and reasonable attorneys’ fees) (collectively, “IPR
                Losses”)
                insofar as such IPR Losses arise out of or relate to: claims that
                use of
                the Services, even if running without an OGO would constitute an
                infringement of a patent, trademark, copyright or other intellectual
                property right in the Territory. Provider will reimburse each Indemnitee
                for [*].

            


    

     

    In
      the
      event that use of the Services, or any part thereof, is preliminarily or
      permanently enjoined (as a result of a court order or agreement of the parties
      to a lawsuit) provided that Provider can establish that the Services would
      not
      have been so enjoined if not used with an OGO, Provider shall promptly,
[*].

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	7.2	
              Provider
                shall indemnify, defend and hold harmless Indemnitees
                against all actions,
                claims, demands, suits, losses and damages (including reasonable
                costs,
                expenses and reasonable attorneys’ fees) (collectively, “Service
                Losses”)
                insofar as such Service Losses arise out of or relate to actions
                taken or
                omissions by or on behalf of Provider in providing the Services that
                are
                not required by the SOW. Provider will reimburse each Indemnitee
                for
                [*].

            


    

     

    


    
      	
            	7.3	
              IXI
                shall indemnify Provider and its directors, officers and employees
                against
                all actions,
                claims, demands, suits, losses and damages (including reasonable
                costs,
                expenses and reasonable attorneys’ fees) (collectively, “IXI Losses”)
                relating to this Agreement which arise out
                of:

            


    

     

    
      	 	
              (i)

            	
              any
                unauthorized alteration or modification of the Services;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                unlawful use of the Services by
                IXI.

            


    

     

    
      	
            	7.4	
              The
                obligations of each party under this Section 7 shall be subject to
                the
                requirements that (i) the indemnified party notify the indemnifying
                party
                in writing within [*]
                after the indemnified party is notified of a claim; (ii) the indemnifying
                party have sole control of the defense of the claim (except that
                the
                indemnified may participate in the defense at its own expense) and
                all
                related monetary settlement negotiations (any non-monetary terms
                that bind
                the indemnified party shall require the prior written approval of
                the
                indemnified party, not to be unreasonably withheld or delayed); (iii)
                the
                indemnified party not making any written offer of settlement to the
                third
                party claimant without the prior written consent of the indemnifying
                party
                (such consent not to be unreasonably withheld or delayed); and (iv)
                the
                indemnified party shall, at the indemnifying party’s request and expense,
                provide the indemnifying party with assistance reasonably necessary
                for
                the indemnifying party to perform its obligations under this Section
                7;
                provided that the indemnified party shall not be required to admit
                liability under any circumstances.  

            


    

     

    
      	
            	7.5	
              Notwithstanding
                any other clause in this Agreement (including, without limitation,
                IXI's
                obligation to pay the fees in accordance with Clause 3), in no event
                will
                either party’s total aggregate liability for any Service Losses, IXI
                Losses or other damages arising from or in connection with this Agreement
                whether in actions based on contract, tort or any other legal theory,
                [*].
                

            


    

     

    
      	 	
              7.6

            	
              Notwithstanding
                any other clause in this Agreement (including, without limitation,
                IXI's
                obligation to pay the fees in accordance with Clause 3), in no event
                will
                either party’s total aggregate liability for any IPR Losses arising from
                or in connection with this Agreement whether in actions based on
                contract,
                tort or any other legal theory, [*].


            


    

     

    
      	 	
              7.7

            	
              Neither
                party shall under any circumstance or under any legal theory be
                responsible for any loss of profits, loss of business, loss of revenues,
                or interruption of business, or loss of anticipated saving, or damage
                to
                goodwill, or for any indirect, special, incidental, consequential,
                or
                punitive damages of any kind arising from or relating to this Agreement
                or
                the subject matter hereof, even if such party has been informed of
                the
                possibility of such damage or loss by the other
                party.

            


    

     

    
      	 	
              7.8

            	
              Nothing
                in this Agreement shall exclude or limit either party's
                liability:

            


    

     

    (a) for
      death
      or personal injury arising from its negligence; 

     

    
      
        
        

      

      
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          5
          -

        
          

        

      

      
        
        

      

    

     

    
      	8.	
              Term:
                Termination; Effects of Termination; Survival 

            


    

     

    
      	 	
              8.1

            	
              Term.
                The term of this Agreement shall commence on [*] and shall end [*]
                thereafter the Commercial Launch (the “Term”).
                This Agreement shall automatically renew for additional periods of
                [*]
                each unless terminated by written notice by either of the parties
                [*]
                prior to its expiration (including the end of any renewal period)
                or
                unless sooner terminated under the terms of this Agreement. “Term”
                as used in this Agreement shall include any such renewal periods.
                

            


    

     

    
      	
            	8.2	
              Termination.
                

            


    

     

    
      	
            	(i)	
              Either
                party may terminate this Agreement:

            


    

     

    
      	 	
              (a)

            	
              upon
                a material breach by the other party of any of its representations,
                warranties, agreements or obligations hereunder (including without
                limitation each SOW and SLA), which breach is not cured to the reasonable
                satisfaction of the non-breaching party within [*] from the date
                of
                receipt of written notice of such breach (such [*] period, the
                “Cure
                Period”).
                For clarification purposes, any termination of this Agreement under
                this
                Section 8.2(i)(a) by IXI for Provider’s breach of an SLA will not relieve
                Provider of any amounts owed to IXI resulting from such
                breach.

            


    

     

    Notice
      of
      such termination must be provided no later than [*] after cure of such breach.
      Failure to provide notice of termination within the [*] period will result
      in
      the end of the right to terminate for that breach.

     

    
      	 	
              (b)

            	
              if
                the other party ceases its operations, or those operations applicable
                to
                the rights granted hereunder or becomes
                insolvent.

            


    

     

    
      	
            	(ii)	
              IXI
                may terminate this Agreement for convenience upon [*] written notice
                to
                Provider. Such termination will not relieve the terminating Party
                from
                paying other Party any amounts due prior to such termination under
                this
                Agreement.

            


    

     

    
      
        
          	
                	(iii)	
                  IXI
                    may terminate this Agreement upon a material breach by the Provider
                    of any
                    of its obligations related to the Roadmap, where a commercially
                    reasonable
                    effort to implement the Roadmap was not made by Provider, which
                    breach is
                    not cured to the reasonable satisfaction of IXI within [*] from
                    the date
                    of receipt of written notice of such breach for items that, according
                    to
                    the Roadmap, are to be implemented before [*] and [*] for items
                    that are
                    to be implemented after [*]. For clarification purposes, any
                    termination
                    of this Agreement under this Section 8.2(iii) by IXI for Provider’s breach
                    related to the Roadmap will not relieve Provider of amounts,
                    if any, owed
                    to IXI resulting from such
                    breach.

                


        

      

    

     

    Notice
      of
      such termination must be provided no later than [*] after cure of such breach.
      Failure to provide notice of termination within the [*] period will result
      in
      the end of the right to terminate for that breach.

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	
            	8.3	
              Effects
                of Termination.
                Upon termination of the Agreement, each party, to the extent applicable,
                shall return to the other party (or at the other party’s sole election,
                destroy) all of the Confidential Information of the other party then
                in
                such party’s possession or control. Upon written request, each party shall
                provide to the other party a written certificate of an authorized
                officer
                that it has complied with its termination obligations.
                

            


    

     

    
      	
            	8.4	
              Surviving
                Provisions.
                In
                the event of expiration or termination of this Agreement for any
                reason,
                those Sections under this Agreement that by their nature would continue
                beyond the expiration or termination, shall survive expiration or
                termination. 

            


    

     

    
      	
            	9.	
              Confidential
                Information

            


    

     

    Provider
      and
      IXI have
      entered into a certain Nondisclosure Agreement in [*] (the “Nondisclosure
      Agreement”) incorporated herein by this reference. Provider and IXI hereby
      ratify and confirm their continuing duties, rights and remedies, subject to
      section 7.5 above, under the Nondisclosure Agreement.

     

    
      	10.	
              Miscellaneous

            


    

     

    
      	
            	10.1	
              Governing
                Law.
                This Agreement shall be governed by and construed in accordance with
                the
                substantive laws of the State of Israel, without regard to its conflict
                of
                laws principles. 

            


    

     

    
      	
            	10.2	
              Jurisdiction.
                Each party hereby irrevocably submits to the jurisdiction of any
                court
                sitting in Tel Aviv, Israel over any action or proceeding arising
                out of
                this Agreement. 

            


    

     

    
      	
            	10.3	
              Public
                Announcements.
                The parties hereto agree that they will issue a joint press release
                as
                mutually agreed to between the parties following execution of this
                Agreement. In addition, each party has the right to make a public
                announcement on the signature of this agreement. Furthermore, Provider
                has
                the right to make a public announcement about the Provider powering
                the
                Services of IXI Customers using the Provider product upon commercial
                launch at the IXI Customer; provided any such announcement does not
                include the identity of any IXI Customer that has not been made public.
                 

            


    

     

    14.4
      Assignment.
      Other
      than as provided for herein, no party shall transfer, assign or convey any
      rights hereunder in whole or in part to any person, whether by contract or
      by
      operation of law, without the prior written approval of the other party which
      shall not be unreasonably withheld or delayed; provided, however, that either
      party may, without the other party’s prior written approval, assign this
      Agreement to: (i) an Affiliate of such assigning party or (ii) any entity to
      whom it transfers all or substantially all of its assets as part of a corporate
      reorganization, merger, consolidation, initial public offering (IPO), spin-off
      or sale. 

     

    
      	
            	10.5	
              Independent
                Contractor.
                Nothing herein shall make either party the agent of the other for
                any
                purpose whatsoever. Neither party shall bind or attempt to bind the
                other
                to any agreement or performance of any obligation, nor represent
                that it
                has any right to enter into any undertaking on behalf of the other.
                The
                relationship of the parties shall be of independent
                contractors.

            


    

     

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      	
            	10.6	
              Notices.
                All notices and other communications provided for hereunder shall
                be in
                writing and deemed delivered (i) upon receipt if by hand, overnight
                courier or telecopy (provided a copy is mailed by certified mail,
                return
                receipt requested, postage prepaid) and (ii) three days after mailing
                by
                certified mail, return receipt requested, postage prepaid to the
                addresses
                set forth in the first page hereof, and if to Provider, to the attention
                of [*] with a copy to [*] (VP Business Development) and [*] (CFO)
                and if
                to IXI, to the attention of Shai Farkash (VP Engineering) with a
                copy to
                Amit Haller (CEO) and Gadi Meroz (GC), or to such other address or
                title
                by giving proper notice thereof.

            


    

     

    
      	
            	10.7	
              Waiver;
                Severability.
                Any failure or delay by either party in exercising any right or remedy
                shall not be deemed a waiver of any further, prior, or future right
                or
                remedy hereunder. If any provision is declared invalid or unenforceable,
                the other provisions shall remain in full force and effect, and this
                Agreement shall be deemed amended to replace, to the extent legally
                permitted, the rights and obligations contained in the invalid or
                unenforceable provision. The invalidity or unenforceability of any
                provision shall not constitute a failure of consideration
                hereunder.

            


    

     

    
      	
            	10.8	
              Amendment.
                No modification of or amendment to this Agreement shall be effective
                unless made by mutual agreement of the parties in writing; provided,
                however, that the parties may modify Exhibits as permitted in the
                Agreement. The parties agree that the project timetable and Dependencies
                can be amended in writing by the respective party's project managers,
                and
                if by email then only if approved by an officer of each
                party..

            


    

     

    
      	
            	10.9	
              Entire
                Agreement.
                This Agreement and its Annexes and Exhibits together, and the
                Nondisclosure Agreement, constitute the entire agreement between
                Provider
                and IXI, and supersede all prior agreements and understandings, whether
                oral or written, relating to the subject matter hereof. To the extent
                of
                any conflict between the terms of this Agreement and any Exhibit,
                except
                Exhibit C, the terms of the Agreement shall govern. Each party
                acknowledges that it has entered into this Agreement in reliance
                only upon
                the representations, warranties and promises specifically contained
                or
                incorporated in this Agreement and, save as expressly set out in
                this
                Agreement, each party shall have no liability in respect of any other
                representation, warranty or promise made prior to the date of this
                Agreement. 

            


    

     

    
      	
            	10.10	
              Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall be deemed an original, and all of which, when taken together,
                shall
                constitute one and the same
                instrument.

            


    

     

    
      	
            	10.11	
              No
                Strict Construction.
                The language used in this Agreement shall be deemed to be the language
                chosen by the parties hereto to express their mutual intent, and
                no rule
                of strict construction (or similar concept) will be applied against
                any
                party hereto.

            


    

     

    
      	
            	10.12	
              Force
                Majeure.
                Neither party shall be liable hereunder for any delay or failure
                to
                perform due to causes beyond its reasonable control.
                

            


    

     

    
      	
            	10.13	
              Headings.
                Section headings are for convenience only and shall not affect their
                interpretation. Unless otherwise indicated, references to a “Section”
                shall be to a Section of this
                Agreement

            


    

     

    
      	 	
              10.14

            	
              Dependencies.
                IXI acknowledges that the provision of the Services is dependent
                upon IXI
                promptly providing the Dependencies as described in Exhibit
                D
                below. The parties agree that any delay by IXI in providing the
                Dependencies to Provider shall automatically result in an adjustment
                of
                the Key Milestone Dates by [*].

            


    

     

    
      
        
        

      

      
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            	10.15	
              Escalation. If
                any dispute arises between the parties with respect to this Agreement,
                either party may call a meeting of the parties for the purpose of
                resolving such dispute (by service of a meeting notice giving the
                other
                party not less than [*]advance warning) and each party agrees to
                procure
                that [*] for IXI and [*] for the Provider (or an appropriate designate)
                shall attend all such meetings. If the representatives fail to resolve
                the
                dispute within [*] of service of such notice or such longer period
                as may
                be agreed, then this dispute resolution procedure shall be deemed
                to have
                been exhausted. This Clause 10.15 is without prejudice to either
                party's
                other rights or remedies including the right to seek injunctive relief
                or
                otherwise commence legal proceedings at any
                time.

            


    

     

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    IN
      WITNESS WHEREOF, Provider and IXI have caused this Agreement to be executed
      as
      of the Effective Date by their duly authorized representatives.

    
      	 	 	 
	[*]	IXI
              Mobile (R&D) Ltd.
	 
 	 
 	 
 
	By: [*]	By:  	/s/
	 	
              

            
	Name: [*]	Name:
	 	 
	Title: [*]	Title:


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    Statement
      of Work

     

    
      
        
        

      

      
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    EXHIBIT
      B

     

    Service
      Level Agreement

     

    
      
        
        

      

      
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    EXHIBIT
      C

     

    Fees

     

    
      	
              1.

            	
              [*]

            


    

     

    
      	
            	(a)	
              IXI
                shall pay Provider [*].
                Provider may invoice IXI for this fee any time after [*].
                This fee is payable upon [*].

            


    

     

    
      	
            	(b)	
              IXI
                shall make [*]. This fee is [*].

            


    

     

    
      	2.	
              [*]

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the [*]
                above,
                IXI shall pay Provider
                [*].

            


    

     

    Notes:

    


    
      	 	
              (1)

            	
              As
                an example, if [*]. 

            


    

    
      	 	 	 


      	 	
              (2)

            	
              IXI
                shall make said Payments [*] (commencing at the end of the [*], and
                continuing on a [*] basis throughout the Term (each such [*], a “[*]”)).
                IXI will pay within [*] of the end of each
                [*].

            


    

    


    
      	3.	
              [*]

            


    

    


    
      	 	
              (a)

            	
              During
                the first [*] of the term of this Agreement, IXI’s [*] Fees, in the
                aggregate, excluding any [*], payable by IXI to Provider will be
                [*] as
                follows based on the [*] of the execution of this
                Agreement:

            


    

    


    [*]

    [*]

    [*]

    


    [*]

    


    (b)
      Should IXI terminate this Agreement for convenience pursuant to Section 8.2(ii)
      of the Agreement, then all future IXI payment obligations under this Agreement
      shall cease (including those set forth above in Section 3(a) of this
Exhibit
      C),
      provided, however, that [*], and further provided that if IXI has paid Provider
      [*].

    


    (c)
      Notwithstanding anything else, should IXI terminate this Agreement for breach
      pursuant to Section 8.2(i) of the Agreement, then all future IXI payment
      obligations under this Agreement shall cease [*].

    


     

    
      	
              4.
                

            	
              Any
                such [*] payment shall be made by IXI to the Provider within [*]
                of
                termination.

            


    

    


    


    
      	5	
              Time
                and Materials Payments

            


    

     

    IXI
      will
      pay Provider for [*] with any additional work arising from addition of new
      IXI
      Customers to use the Services and arising from any certification work associated
      with the Portals supported by the Services ([*]) and from any work required
      to
      support new devices or changes to devices, such [*] to be mutually agreed by
      the
      Parties in advance. [*]

     

    
      
        
        

      

      
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      	6	
              Terms
                of Payment

            


    

     

    
      	
            	(a)	
              Unless
                indicated otherwise, all payments made hereunder shall be made in
                US
                Dollars.

            


    

     

    
      	 	
              (b)

            	
              [*]

            


    

     

    
      	
            	(c)	
               All
                fees due under this Agreement shall be paid by IXI within [*] of
                receipt
                of an invoice from Provider, by bank wire transfer in immediately
                available funds to an account or accounts designated by
                Provider

            


    

     

    
      	 	
              (d)

            	
              Any
                amounts overdue shall be subject to interest equal to [*].
                

            


    

     

    
      	 	
              (e)
                

            	
              [*]

            


    

     

    
      	 	
              (f)
                

            	
              IXI
                shall issue a Purchase Order to [*] no later than [*] from execution
                of
                this Agreement, [*] subject to the conditions of section 3 of this
                Annex.
                Purchase Order shall state the SLA package
                required.

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      D

     

    Timetable
      and Dependencies

     

    Timetable

     

    The
      Services as described in SOW shall be ready for commercial launch by []
      (“Commercial Launch”).


     

    Dependencies

     

    IXI
      must
      supply Provider with the final version of the OGO that will be commercially
      used
      in conjunction with the Services at least [*] before Commercial Launch.


     

    IXI
      must
      ensure connectivity to [*] service center at least two weeks before acceptance
      tests at IXI Customer.

     

    
      
        
        

      

      
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    EXHIBIT
      E 

     

    Roadmap

     

    
      
        
        

      

      
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    EXHIBIT
      F 

     

    Appointed
      Customers


     

    [*]

     

    
      
        
        

      

      
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