Exhibit 10.1


 


ADDENDUM I July 12, 2005


 


[INDICATED PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]


 


ADDENDUM
TO BMW GROUP INTERNATIONAL TERMS AND CONDITIONS FOR THE PURCHASE OF PRODUCTION
MATERIALS AND AUTOMOTIVE COMPONENTS (Status 23.05.2003),


By
and Between


BMW
OF NORTH AMERICA (BUYER)


And
NAVTEQ (SELLER)


(Covering
the Purchase of Map Data Discs for SVDO Navigation System)


 


REFERENCE is hereby made to the BMW Group International Terms and
Conditions for the Purchase of Production Materials and Automotive Components (“the
Agreement”).


 


WHEREAS, the parties desire to amend the Agreement to address how
certain changes in Calls for Delivery, Delays, Settlement of Accounts and
Tooling will be handled.


 


NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto amend and
supplement the Agreement as follows:


 


1.               This amendment
shall be effective as of May 1, 2005.


 


2.               Provision 2: Purchase Orders and Calls for
Delivery


 


The
following shall be added as paragraph 2.11.


 


The minimum
initial order quantity for new Map Data disc coverage area release will be [redacted]
discs.  After the initial quantity is
issued to purchaser of the Map Data disc, orders for additional quantities may
be placed for [redacted] per Purchase Order. 
Unless otherwise agreed, Seller shall fulfill Buyer’s Purchase Orders
using the most current version of the disc master(s) held by Seller.  Seller will ship Map Data discs only after
Seller has received Buyer’s Parts Order Release.


 


3.               Provision 3: Delivery
Times, Delay and Force Majeure


 


The following shall be added to paragraph
3.2.


 


Seller will have 30 calendar days, from the
first day of production, to fill Buyer’s initial order. Buyer shall submit
additional/subsequent orders to Seller no later than 4 weeks prior to the
delivery date requested.  The applicable
milestones and deadlines are described in Exhibit A attached hereto.


 


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ADDENDUM I July 12, 2005


 


The
following shall be added to paragraph 3.4.


 


[redacted] -.  If Buyer has to reorder current release discs
due to production delay of an updated version of the disc, Seller will waive
the minimum order quantity requirement and the restriction (described below) on
the number of discs that can be returned to Seller for credit.


 


If Seller is unable to ship the Map Data
Disc by the delivery date specified on Buyer’s Purchase Order, Seller will
credit Buyer [redacted] on Buyer’s Map
Data disc price for those Map Data Disc that are not timely shipped.


 


If Buyer fails to meet the applicable
deadlines as stated in Exhibit A, items 0.3, 0.5, 0.7, 0.8 and 0.9, Seller
will not be subject to penalty for late delivery of ordered discs.   If Seller incurs additional costs due to
Buyer failure to meet applicable deadlines, Seller will invoice Buyer for those
costs.


 


4.               Provision 7: Settlement of Accounts and
Payment


 


The
following shall be added as paragraph 7.9.


 


Seller
will notify Buyer when a new Map Data disc release is placed in Seller’s
inventory.  When the new release enters
Seller’s inventory, any previously release products held by Seller will be
considered obsolete.  Map Data discs held
by Buyer (or Buyer’s dealers) will be obsolete when Buyer receives Seller’s
latest Map Data disc release.


 


Subject to the restrictions described herein,
if discs shipped under Buyer’s Purchase Orders are returned to Seller as
obsolete, Seller will issue Buyer a restocking credit.  The restocking credit will be calculated by [redacted].  [redacted].


 


[redacted].  Seller must receive the obsolete product no
later than 90 days after Buyer’s receipt of the latest version of the Map Data
disc.  The products returned must be in
its original packaging, unopened and undamaged.   Buyer will comply with the following
procedure when returning obsolete product:


 


•                  Buyer
shall request a Return Merchandise Authorization (RMA) number from Seller’s
Contract Order Management Services group [redacted].  Buyer will be asked to provide the number of
discs to be returned.


 


•                  The RMA number, Buyer contact name and phone
number must be noted on the packing slip documentation included with the
returned product.


 


•                  Ship obsolete product to: Navigation
Technologies, [redacted],
or other designated address.


 


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ADDENDUM I July 12, 2005


 


Seller will not issue a restocking credit to
Buyer for the following Map Data discs:


 


•                   Used products, demo
discs or discs not in unopened and undamaged original packaging.


 


•                   Obsolete shipped
product received by Seller after the 90-day time limit.


 


•                   Obsolete shipped
product in excess of [redacted] of the total amount [redacted]


 


•                   Discs
from the minimum initial order of [redacted] discs per coverage area per new
release.


 


•                   Discs older than
the previous version release.


 


5.               Provision 13: Tooling


 


The following shall be added as paragraph
13.10.


 


The minimum components for each packaged
Map Data disc will include: Map Data disc for a coverage area, disc case and
Map Data disc information guide.


 


•                  The
artwork for such Map Data disc, cover for the information guide, and disc case
will be based on custom digital artwork supplied by Buyer.  Buyer shall tailor the artwork in accordance
with the specifications provided in advance by Seller.  Seller may incorporate, Seller’s trademarks,
copyright notices and other legal notices and part number on the Map Data
disc.  The information guide will contain
highlights of new detailed coverage areas and end-user license agreement.


 


•                  The
Map Data discs shall be reproductions of Seller’s navigation database compiled
by the navigation system manufacturer (“NSM”) into the NSM’s format for use in
Buyer’s navigation systems.  Seller shall
be responsible for arranging for the NSM to perform the compiling, storing of
the compiled Navigation Database for each coverage area on a disc master from
which reproductions on discs can be made, and delivering such disc masters to
Seller.  [redacted].


 


•                  Seller
and its licensors are, and shall remain, the owners of the navigation database
and any software contained in the Goods, with the exception of Buyer’s digital
artwork, as well as Seller’s trademarks, including any and all intellectual
property rights with respect thereto, and no rights, title or interest to the
contrary are granted to Buyer.


 


PREVAILING
TERMS


 


The parties hereto acknowledge and agree that
these additional terms and conditions shall control to the extent they conflict
with the BMW Group International Terms and Conditions for the Purchase of
Production Materials and Automotive Components (Status 23.05.2003).


 


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ADDENDUM I July 12, 2005


 


Except as amended, modified and supplemented hereby, the Agreement is
hereby ratified and confirmed and shall continue in full force and effect as
written.  Any words, phrases or
expressions used in this Amendment, which are defined or otherwise, referred to
in the Agreement, shall have the meaning assigned in the Agreement, unless
otherwise specified herein.


 


 


	
  BMW of North America, LLC

  	
  NAVTEQ

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Laszlo Levay

  	
   

  	
  By:

  	
  /s/ Lawrence M. Kaplan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:07/18/05

  	
  Date: 08/02/05

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BMW of North America, LLC

  	
  NAVTEQ

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Greg Marks

  	
   

  	
  By:

  	
  /s/ Lawrence M. Kaplan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:07/18/05

  	
  Date: 08/02/05

  
								



 


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ADDENDUM I July 12, 2005


 


Exhibit A


 


[redacted]


 


5