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.

     

    COOPERATION
      AGREEMENT


    


    BETWEEN


    


    IXI
      Mobile (R&D) Ltd. 

    17
      Hatidhar st.

    Ra’anana
      43665

    Israel


    


    AND


    


    [*]

    


    This
      Cooperation Agreement, hereafter mentioned “Agreement”, dated as of [*] (the
      "Effective Date"), agreed between IXI Mobile (R&D) Ltd. hereafter mentioned:
      "IXI", and [*], hereafter mentioned:
      "[*]";

    


    WHEREAS,
      [*]
      desires to purchase from IXI (as a supplier of the CT-12 devices and associated
      accessories and services) the CT-12 device including accessories and services,
      and IXI desires to engage as the supplier. 

    


    NOW,
      THEREFORE,
      the
      parties agree as follows:

    


    


    1.
       Scope
      of this Agreement 

    


    
      	
              1.1

            	
              This
                Agreement sets forth the undertaking of the parties for [*] to purchase
                from IXI 4 versions of the CT-12 device and associated accessories
                (hereon
                known collectively as the “Products”). The 4 versions of the Products
                differ in the branding of the user interface (splash screen and scheme
                colors) and shall be delivered by IXI as
                follows:

            


    

    


    
      	 	
              a)

            	
              branding
                “[*]”

            


    

    
      	 	
              b)

            	
              branding
                “[*]”

            


    

    
      	 	
              c)

            	
              branding
                “[*]”

            


    

    
      	 	
              d)

            	
              IXI
                Standard user interface.

            


    

     

    
      Cooperation
        Agreement between IXI Mobile (R&D) Ltd. and [*]

    

     

    
      
        
        

      

      
        Page
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          9

        
          

        

      

      
        
        

      

       

    

    It
      is
      hereby agreed that the first shipment of [*] products shall be delivered with
      IXI standard user interface (option 1.1d in this Sub-section).

    


    
      	
              1.2

            	
              The
                specification for the CT-12 device is attached as ANNEX
                II.

            


    

    


    
      	
              1.3

            	
              The
                Products will be delivered with software (firmware) in German
                language.

            


    

    


    
      	
              1.4

            	
              The
                execution of this Agreement shall constitute a binding purchase order
                from
                [*] to IXI for the first quantity of [*] Products (and related services)
                which will be delivered according to the project plan attached as
                Annex
                III hereto. Furthermore, [*] commit to the purchasing quantities
                of the
                Products (and related services) as noted in Table I below during
                [*]. The
                delivery schedule of such quantities shall be mutually agreed by
                [*] and
                IXI seperately. 

            


    

    


    
      	
              1.5

            	
              After
                signing this Agreement, IXI will immediately start with the realisation
                and technical implementation of the Products and shall provide [*]
                with
                the implementation, customization & integration services related to
                the Products for [*], as described in ANNEX I, based on the project
                plan
                as described in ANNEX III.

            


    

    


    
      	
              1.6

            	
              From
                the second delivery on, IXI shall deliver the Products with an integrated
                browser. All CT-12 devices out of the first delivery of [*] pieces
                can be
                updated to this browser.

            


    

    


    
      	
              1.7

            	
              In
                case a requirement will be provided by [*] which requires additional
                technical research and resources or any other modification of the
                Product’s software and/or hardware, the parties will discuss this
                separately.

            


    

     

    2. Prices
      / Payment

    


    2.1 In
      return, [*] will pay IXI the following amounts against invoice:

     

    
      	 	 	
              Service*

            	 	
              Price

            
	
              Project
                Delivery 

            	 	
              [*]

            	 	
              [*]

            
	 	 	
              [*]

            	 	
              [*]

            
	 	 	
              [*]

            	 	
              [*]

            


    

     

    *Description
      of the services is provided in ANNEX I

    


    Payment
      terms for the project delivery will be as follows:

    [*]

    [*]

    [*]

     

    Cooperation
      Agreement between IXI Mobile (R&D) Ltd.
      and [*] 


    
      
        
        

      

      
        Page
          2of
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    2.2 Table
      I -
      Product Prices and purchase commitments


    


    


    
      	
               

            	 	
               

            	 	
              [*]

            	 	
              [*]

              Delivery
                not before [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
               

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	 	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
               

            	 	
               

            	 	
               [*]
                Fee
                - [*]

            	 	
               

            
	
              [*]

            	 	 	 	 	 	 	 	 	 	 
	
               

            	 	
               

            	 	 	 	 	 	 	 	 	 	
               

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
               

            	 	 	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	 	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	 	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
               

            	 	
               

            	 	
               [*]
                Fee
                - [*]

            	 	
               

            
	
              [*]

            	 	
               

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
               

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
               

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
               

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            	 	
              [*]

            


    

    


    


    
      	
              2.3

            	
              All
                prices exclude [*]. Product prices are [*]. If [*] requests shipping
                to be
                made by IXI to [*] facilities, all shipping cost including, delivery,
                fuel, security charges, insurance and customs clearance will be separately
                invoiced by IXI to [*]. Together with the invoice for the shipping
                cost,
                IXI will provide [*] with a full transparency to the pricing of the
                shipping company Exel (or other shipper agreed by the parties) and
                will
                provide a copy of the invoice from Exel and other relevant 3rd
                parties
                (or other agreed shipper) for each delivery. In case that [*] would
                not
                want IXI to carry the shipment, [*] will provide IXI with written
                notice
                [*] in advance to the agreed shipment
                date.

            


    

    


    
      	
              2.4

            	
              [*]
                will place a Purchase Order every [*], and according to table I in
                item
                2.2. For every Purchase Order, [*] will provide bank guarantee covering
                the ordered quantity. 

            


    

    


    
      	
              2.5

            	
              [*]

            


    

     

    
      	3.	
              Support
                Agreement

            


    

    


    The
      first-level support will be provided by [*] and the second-level support by
      IXI
      according to the Service Level Agreement attached as ANNEX V. 

     

    Cooperation
      Agreement between IXI Mobile (R&D) Ltd.
      and [*] 


    
      
        
        

      

      
        Page
          3of
          9

        
          

        

      

      
        
        

      

    

    


    
      	4.	
              Service
                Level Agreement

            


    

    


    The
      Service Level Agreement is attached as ANNEX V.


    


    
      	5.	
              Trademarks

            


    

    


    IXI
      grants to [*] and [*] accepts from IXI a royalty-free, non-exclusive,
      non-transferable license to use the Trademarks specified in Annex VI solely
      in
      the form provided by IXI to [*] and solely in connection with this
      Agreement.

    


    
      	6.	
              Proprietary
                Rights

            


    

    


    
      	
              6.1

            	
              [*]
                agrees and acknowledges that IXI is and shall remain between the
                parties
                the sole owner of all right, title and interest, including, without
                limitation, intellectual property rights, including but not limited
                to
                patent and copyright, in and to the
                Products.

            


    

    


    
      	
              6.2

            	
              All
                IXI technology and associated rights shall remain the property of
                IXI. All
                [*] technology and associated rights shall remain the property of
                [*].

            


    

    


    


    
      	7.	
              Infringement
                / Indemnification

            


    

    


    IXI
      shall
      indemnify [*], from and against direct damages, expenses, liability, loss and
      claims which [*] may incur arising out of any infringement or of a third party’s
      Intellectual Property Rights by IXI with respect of the use, licensing, design,
      procurement, installation, testing and commissioning or any other aspect of
      the
      Products provided and conditioned on the fact, that [*] shall inform IXI of
      any
      threatened or commenced legal action and permit IXI to defend in its place,
      and
      assist IXI in such defence of the claim, and further provided that [*] does
      not
      settle the claim without receiving IXI's prior written consent. 

    


    
      	8.	
              Limitation
                of Liability

            


    

    


    
      	 	
              8.1

            	
              Notwithstanding
                any other clause in this Agreement in no event will IXI’s total aggregate
                liability for any losses or other damages arising from or in connection
                with this Agreement whether in actions based on contract, tort or
                any
                other legal theory, exceed [*].

            


    

    
      	 	 	 


      	 	
              8.2

            	
              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.

            


    

     

    
      	9.	
              Warranty

            


    

     

    Cooperation
      Agreement between IXI Mobile (R&D)
      Ltd. and [*] 


    
      
        
        

      

      
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      	9.1	
              IXI
                warrants that at the time of delivery the Products supplied hereunder
                will
                be free from material defects and errors in material and workmanship
                according to the product specification attached as Annex II hereto.
                The
                warranty for the hardware component of the Product is effective for
                [*]
                from the time of [*]. The warranty for the software component of
                the
                Product shall be effective for [*] from [*]. The warranty process
                is
                attached as ANNEX IV.

            


    

    


    
      	9.2	
              IXI
                warrants that the software of the Products is free from any viruses
                when
                delivered to [*].

            


    

     

    
      	10.	
              Term
                and Termination

            


    

     

    
      
        	10.1	
                This
                  Agreement shall commence on the Effective Date and shall continue
                  until
                  [*], unless earlier terminated in accordance with the provisions
                  of
                  Sections 9.2 and 9.3. Thereafter this Agreement shall be automatically
                  renewed and continue in full force and effect for [*] periods unless
                  either party gives at least [*] written notice prior to the beginning
                  of
                  such renewal term that such party is not renewing this Agreement,
                  without
                  any further commitment for [*] to any minimum quantity of purchasing
                  quantities.

              


      

    

    


    
      	10.2	
              This
                Agreement will terminate in the event of any of the
                following:

            


    

    


    
      
        
          	
                	a)	
                  If
                    one party materially breaches or is in material default of any
                    obligations
                    hereunder, and such breach or default has not been cured within
                    [*] after
                    receipt of written notice of such default from the non-defaulting
                    party,
                    or within such additional cure period as the non-defaulting party
                    may
                    authorize in writing.

                


        

      

    

    


    
      
        
          	
                	b)	
                  If
                    one party becomes insolvent, makes a general assignment for the
                    benefit of
                    creditors, suffers or permits the appointment of a receiver for
                    its
                    business or assets, become subject to any proceeding under any
                    bankruptcy
                    or insolvency law whether domestic or foreign, or has liquidated
                    or wound
                    up, voluntarily or
                    otherwise.

                


        

      

    

    


    
      	10.3	
              [*]

            


    

    


    
      	 	
              a)

            	
              [*];

            


    

    


    
      	 	
              b)

            	
              [*].

            


    

     

    
      	11.	
              [*]

            


    

    


           
      [*]


    


    
      	12.	
              Governing
                Law.
                

            


    

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      England. The United Nations Convention on Contracts for the International Sale
      of Goods is expressly stated as having no application to this Agreement or
      any
      dispute arising under them.

     

    Cooperation
      Agreement between IXI Mobile (R&D)
      Ltd. and [*] 

     

    
      
        
        

      

      
        Page
          5of
          9

        
          

        

      

      
        
        

      

    

     

    The
      parties hereby consent and attorn to the jurisdiction of the courts of London,
      England.


    


    
      	13.	
              Confidentiality.

            


    

     

    The
      parties have
      entered into that certain Nondisclosure Agreement dated [*] of [*]
      (the “NDA”) and incorporated herein by this reference. The parties hereby ratify
      and confirm their continuing duties, rights and remedies under the NDA.


    


    
      	14.	
              General
                Provisions

            


    

    


    
      	
              14.1

            	
              “[*]”
                shall include [*], its holding company [*], or a subsidiary company
                of
                either company, where [*] or the holding company has a minimum of
                50%
                ownership of the subsidiary
                company.

            


    

    


    
      	
              14.2

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

            


    

    


    
      	14.3	
              Severability

            


    

     

    If
      any of
      the provisions contained in this Agreement is found by a court of competent
      jurisdiction to be invalid, illegal or unenforceable in any respect, the
      validity, legality or enforceability of the remaining provisions contained
      herein shall not be in any way affected or impaired thereby.

    


    
      	14.4	
              Waiver 

            


    

     

    No
      term
      or provision of this Agreement shall be deemed waived and no breach consented
      to
      unless and until such waiver or consent shall be in writing signed by the party
      granting such waiver or consent. No express or implied waiver by IXI of any
      breach or default by [*] shall in any way be, or be construed to be, a waiver
      of
      any future or subsequent breach or default by [*], whether similar in kind
      or
      otherwise.

    


    
      	14.5	
              Assignment

            


    

     

    Neither
      party shall assign or transfer any of its rights, duties and obligations hereto
      without receiving express prior written permission of the other party, provided
      that this Agreement may be assigned freely by IXI (including its parent company
      and wholly owned subsidiaries) in connection with a sale of all, or
      substantially all, of its assets, or similar transaction.

    


    
      	14.6	
              Relationship
                of the Parties 

            


    

     

    Each
      party is acting as an independent contractor and not as an agent, partner,
      or
      joint venture with the other party for any purpose. Neither party shall have
      any
      right, power, or authority to act or to create any obligation, express or
      implied, on behalf of the other.

     

    Cooperation
      Agreement between IXI Mobile (R&D)
      Ltd. and [*] 

     

    
      
        
        

      

      
        Page
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      	14.7	
              Headings 

            


    

     

    The
      titles and headings of the various sections and paragraphs in this Agreement
      are
      intended solely for reference and are not intended for any other purpose
      whatsoever or to explain, modify, or place any construction on any of the
      provisions of this Agreement.

    


    
      	14.8	
              All
                Amendments in Writing 

            


    

     

    No
      provisions in either party’s purchase orders, or in any other business forms
      employed by either party will supersede the terms and conditions of this
      Agreement, and no supplement, modification, or amendment of this Agreement
      shall
      be binding, unless executed in writing by a duly authorized representative
      of
      each party to this Agreement.

    


    
      	14.9	
              Publicity
                Releases 

            


    

     

    Neither
      party shall refer to the other or to this Agreement in publicity releases or
      advertising without securing the prior written approval of the party whose
      name
      is to be used, which approval shall not be unreasonably withheld. 

    


    
      	14.10	
              Entire
                Agreement 

            


    

     

    The
      parties have read this Agreement and agree to be bound by its terms, and further
      agree that this Agreement together with the NDA constitutes the complete and
      entire agreement of the parties and supersedes all previous communications,
      oral
      or written, between them relating to the subject matter hereof. No
      representations or statements of any kind made by either party not expressly
      stated herein shall be binding on such party.

    


    
      	14.11	
              Further
                Assurances 

            


    

     

    The
      parties agree to do all such things and to execute such further documents as
      may
      reasonably be required to give full effect to this Agreement.

    


    
      	
              14.12

            	
              Force
                Majeure. 

            


    

     

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

    


    
      	14.13	
              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.

     

    Cooperation
      Agreement between IXI Mobile (R&D)
      Ltd. and [*] 

     

    
      
        
        

      

      
        Page
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
      Date.

     

    As
      agreed
      by:

    [*]

     

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

              

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


    

     

    Cooperation
      Agreement between IXI Mobile (R&D)
      Ltd. and [*]        


    
      
        
        

      

      
        Page
          8of
          9

        
          

        

      

      
        
        

      

    

     

    Annex
      I - Work Estimations for Implementation Project

    


    [*]

     

    Cooperation
      Agreement between IXI Mobile (R&D)
      Ltd. and [*] 

     

    
      
        
        

      

      
        Page
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