Unassociated Document


    
      Exhibit
        10.28

      


      [Trimble
        Logo]

      Trimble      

      Trimble
        Navigation Limited

      5475
        Kellenburger Road

      Dayton,
        OH 45424-1099

      937-233-8921

       

      RESELLER
        AGREEMENT

      [International]

      SIGNATURE
        PAGE

       

      
        	
                Reseller:

              	
                Astrata
                  South Africa PTY Ltd

              	 
	
                Address:

              	
                St
                  Peters Square, Waterford Place

              	 
	 	
                Kleve
                  Hill Park, 2151

              	 
	 	
                Johannesburg
                  RSA

              	 
	
                Telephone:

              	
                Voice:
                  +2711
                  4670400

              	
                Fax:+
                  27
                  11 4670467

              
	
                Email

              	
                tduplessis@astratagroup.com

              	 
	
                Address:

              	 	 
	
                Type
                  of

              	
                Reseller

              	 
	
                Entity:

              	 	 
	
                Effective

              	
                7th
                  September 2005

              	 
	
                Date:

              	 	 
	
                Territory:

              	
                South
                  Africa / Sub Saharran Africa

              	 
	
                Exhibits:

              	
                A_X_
                  Products;
                  Discount

              	
                E_
                  Value Added Reseller

              
	
                [mark
                  as

              	
                B_X_
                  Sales Commitment/Forecast

              	
                F_X_ Governing
                  Law; Jurisdiction

              
	
                applicable]

              	 	 
	 	
                C
                  _X_
                  Payment Terms

              	
                G_

              
	 	
                D_X_ Demonstration
                  Equipment

              	 


      

      


      This
        Reseller
        Agreement
        ("Agreement") consists of this Signature
        Page,
        the
        attached Trimble Navigation
        Limited Reseller Agreement General Terms and Conditions,
        and the
Exhibits
        marked
        above. This Agreement authorizes Reseller to purchase Products from Trimble
        Navigation Limited and its subsidiaries ("Trimble"). This
        Agreement becomes legally binding upon signature by authorized representatives
        of the parties, below.

       


      
        	
                TRIMBLE
                  NAVIGATION LIMITED

              	 	 	RESELLER
	 	 	 	 
	By:
                /s/ Trimble Navigation Limited 	 	 	By:
                /s/ Astrata South Africa PTY Ltd 
	
                

              	 	 	
                

              
	Print
                Name:_____________________________________________________
Title:__________________________________________________________
Dated:_________________________________________________________	 	 	
                Print
                  Name:_____________________________________________________
Title:__________________________________________________________

                Dated:_________________________________________________________

              


      

       

      Trimble
        Navigation Limited International Reseller Agreement

      Signature
        Page

      20021108

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Trimble
        Navigation Limited

      Reseller
        Agreement General Terms and Conditions

       

      1.
        APPOINTMENT AND AUTHORITY OF RESELLER

      
        Trimble
          appoints Reseller, and Reseller accepts appointment, as an independent,
          non-exclusive reseller of the products described on Exhibit A ("Products")
          within the geographical territory ("Territory") described on the Signature
          Page.

        2. OBLIGATIONS
          OF RESELLER

        2.1.
          In
          addition to its other obligations under this Agreement, Reseller will (i)
          use
          its best efforts to promote, sell and service the Products within the Territory
          using trained and qualified personnel; (ii) be responsible for all
          costs and expenses related to its performance under this Agreement; (iii)
          provide such assistance and submit such reports
          regarding Reseller's activities under this Agreement as Trimble may reasonably
          request; (iv) meet the Sales Commitment Forecast required by Exhibit B,
          if any,
          and (v) identify itself as an authorized Trimble Reseller.

        2.2.
          Reseller agrees that it shall not, during the term of this Agreement or
          for a
          period of five (5) years beginning on the Effective Date specified on the
          Signature Page, whichever is less, (i) promote, sell or service in the
          Territory
          the products of other companies that compete with the Trimble Products,
          or (ii)
          represent the interests of other companies where such representation would
          create a conflict of interest in handling of Trimble Proprietary Information
          (defined in Section 9.1 below), each as determined in Trimble's reasonable
          discretion. Immediately prior to the execution of this Agreement, Reseller
          shall
          provide Trimble with a list of companies whose products Reseller currently
          sells
          or promotes.

        3.
          RESERVATION OF RIGHTS

        Trimble
          reserves all rights not specifically granted to Reseller under this Agreement.
          Without limiting the generality of the foregoing, Trimble reserves the
          right to
          (i) appoint other Resellers within the Territory and to directly and indirectly
          sell and provide service for Products within the Territory; (ii) not sell
          Products to Reseller which it determines
          cannot be adequately supported in the
          Territory;
          and (iii) exclude or
          remove
          any present or future Products from a particular sales channel, the Territory,
          or from Exhibit A, in its sole discretion. Trimble reserves the right to
          discontinue a Product or its support and to alter the design or construction
          of
          any Product. Trimble reserves the right to change its sales and distribution
          policies in its sole discretion.

        4.
          COMPLIANCE WITH LAW

        Reseller
          will comply with all applicable United States, foreign and local laws and
          regulations, including but not limited to the United States Foreign Corrupt
          Practices Act of 1977 as amended pursuant to the 1988 Amendments
          and the International Anti-Bribery and Fair Competition Act of
1998),
          and the OECD Convention on Combating Bribery of Foreign Public Officials
          in
          International Business Transactions. Without limiting the generality of
          the
          foregoing obligation, Reseller will not make, authorize, offer or promise
          to
          make or give any money or anything of value to any government official
          or
          employee (including employees of government corporations and employees
          of public
          international organizations), political party, political official, candidate
          for
          political office ("Foreign Official"), or to any intermediary for payment
          to any
          of the foregoing, while knowing or having reason to know that all or a
          portion
          of such money or thing of value will be offered, given or promised, directly
          or
          indirectly, to any of such Foreign Official. Reseller represents and warrants
          that neither it nor any of its officers, directors, or employees is a Foreign
          Official, and that Reseller will not retain any Foreign Official in connection
          with the performance of its activities hereunder. Reseller is responsible
          for
          complying with all applicable export and import regulations and obtaining
          all
          necessary export and import licenses or permits for the direct or indirect
          export or import of any Product. Without limiting the generality of the
          forgoing, Reseller

        hereby
          acknowledges
          and agrees that the Products and Proprietary Information are
          subject to export controls under the laws
          and regulations of the United States, including the Export Administration
          Regulations, 15
          C.F.R.
          Parts 730-774. In the exercise of its rights, and the performance of its
          obligations under this Agreement. Reseller shall comply strictly with all
          U.S,
export
          control laws and regulations applicable to the Products and Proprietary
          Information, and shall not export, re-export, transfer, divert or disclose
          any
          such Products or
          Proprietary Information, or any direct product thereof, to any destination
          restricted or prohibited by U.S. export control laws, or to any national
          or
          resident thereof. Reseller's
          obligations under this paragraph shall survive the termination of this
          Agreement
          for any reason whatsoever Reseller will defend, indemnify and hold Trimble
          harmless against any liability [including attorneys' fees) arising out
          of
          Reseller's failure to comply with the terms of this paragraph. Reseller's
          failure to comply with any term of this paragraph shall constitute a material
          breach of this Agreement and entitle Trimble to immediately terminate this
          Agreement in addition to any other remedy available at law or
          equity.

        5.
          PRICING, DISCOUNTS AND TAXES

        5.1.
          Product prices shall be Trimble's published end-user list prices current
          at the
          time of an accepted Order. less the applicable Reseller discount described
          in
          Exhibit A ("Discount"). All Prices are stated and shall be paid in United
          States
          dollars or such other currency as is indicated in Exhibit A. The Discounts
          are
          based upon the minimum purchase commitments, if any, described in Exhibit
          B.
          Reseller's failure to meet its minimum purchase commitments shall be deemed
          a
          material default and in addition to any other remedy shall permit Trimble
          to
          adjust the Discount without notice.

        5.2.
          Prices do not include, and payments under this Agreement shall be made
          free and
          clear of and unreduced by, any income, consumption, property, export, excise,
          sales and use, or other taxes, custom duties, or similar charges, levies
          or assessments, or by any related withholding obligations or withholding
          taxes,
          all of
          which
          shall be paid solely by
          Reseller.

        6.
          ORDERS

        During
          the term of this Agreement. Reseller may submit written purchase orders
          for
          Products ("Orders"). Orders must include the following: (i) Products and
          quantities; (ii) Pricing and Discounts; (iii) shipping instructions; (iv)
          the
          Trimble part number; and, (v) the requested delivery date within Trimble's
          published lead times ("Basic Information"). All Orders must also include
          the
          following: 'This Order is submitted under the terms and conditions of the
          Trimble Navigation Limited Reseller Agreement, dated [Effective Date],
          between
          [Reseller] and Trimble." All Orders, regardless whether or not complying
          with
          the above requirements, shall be governed exclusively by the terms of this
          Agreement. Any terms, conditions or information Reseller Agreement General
          Terms
          and Conditions appearing on or accompanying any purchase order other than
          the
          Basic Information shall be of no effect unless Trimble expressly agrees
          otherwise in a separate, signed writing. Trimble
          will not be obligated to accept any Order,
          and will have no liability for any Orders that are not accepted in writing.
          Partial shipment of an Order will
          not constitute acceptance of the entire Order.
          Reseller may not modify or cancel an Order after its acceptance by
          Trimble.

        7.
          DELIVERY

        7.1. Unless
          Reseller is in breach of this Agreement or Trimble's performance is otherwise
          excused, Trimble will use commercially reasonable efforts to dispatch the
          Products on or before the delivery date specified in an accepted Order.
          Trimble
          shall not be liable for late or delayed shipment. Trimble will ship Products
          by
          any commercially reasonable means of transport to the

      

       

      Trimble
        Navigation Limited Intemational Reseller Agreement

      20021108

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      address
        specified in an accepted Order unless otherwise requested in writing by
        Reseller. The cost of carriage will be added to the amount payable by Reseller
        for the applicable Order.

      
        7.2. Delivery
          of the Products will be made on an FCA (Incoterms 2000) Trimble's facility
          basis, at which point title and risk of loss for the Products will pass
          from
          Trimble to Reseller (except for title to software Products, in which case
          only
          title to the media shall pass). Trimble will ship the Products "freight
          prepaid"
          unless otherwise agreed. Reseller will pay or reimburse Trimble for all
          costs of
          handling, carriage, taxes, duty and
          other related transport charges in connection with the delivery of the
          Products
          hereunder. Trimble will use commercially reasonable efforts to meet Reseller's
          requested delivery dates.

        8.
          PAYMENT

        Unless
          otherwise stated in Exhibit C or elsewhere in this Agreement, payment terms
          are
          cash-in-advance. Trimble shall have the continuing right to approve Reseller's
          credit and change Reseller's payment terms, and without limiting the foregoing
          may at any time demand advance payment, satisfactory security (such as,
          but not
          limited to, a confirmed, irrevocable letter of credit acceptable to Trimble),
          or
          a guarantee of prompt payment, prior to shipment. In addition to any other
          remedy available to Trimble, Reseller shall pay Trimble a late charge of
          one
          percent (1%) per month on any past due balance, or the highest legal limit,
          if
          lower than said amount.

        9.
          PROPRIETARY RIGHTS AND INFORMATION; TRADEMARKS

        9.1.
          Reseller acknowledges that by reason of its
          relationship with Trimble, Reseller may have access to or create certain
          information and materials concerning Trimble's
          business, plans, customers, technology, Proprietary Information (defined
          below)
          and Products that are proprietary or confidential to Trimble, whether or
          not
so
          marked. Reseller agrees that it will not use or disclose any Proprietary
          Information, except as expressly authorized by Trimble in writing. Reseller
          will
          take every reasonable precaution to protect the confidentiality of Proprietary
          Information. Upon Trimble's request or upon termination or expiration of
          this
          Agreement, Reseller will, at Trimble's request and direction, return to
          Trimble,
          or destroy all such Proprietary Information. Upon Trimble's request, Reseller
          shall provide Trimble with written certification of its compliance with
          the
          requirements of this paragraph.

        9.2.
          Reseller agrees that Trimble owns all right, title and interest to all
          the proprietary rights to the software, designs, engineering details, schematics
          and similar data relating to or incorporated in the Products, and any
          information derived therefrom ("Proprietary Information"). To
          the
          extent permitted by relevant law, Reseller shall not, nor allow any third
          party
          to copy, decompile, disassemble or otherwise reverse engineer the Products,
          or
          attempt to do so, provided, however, that to the extent any applicable
          mandatory
          laws (such as, for example, national laws implementing EC Directive 91/250
          on
          the Legal Protection of Computer Programs) give Reseller the right to perform
          any of
          the aforementioned activities without Trimble's consent in order to gain
          certain
          information about the Products for purposes specified in the respective
          statutes
          (i.e., interoperability), Reseller
          hereby agrees that, before it exercises any such rights, it shall first
          request
          such information from Trimble in writing
          detailing the purpose for which it needs the information. Only
          if
          and after Trimble, at its sole discretion, partly or completely denies
          Reseller's request, shall Reseller exercise its statutory rights. Reseller
          shall
          not remove, cover or alter any of Trimble's patent, copyright or trademark
          notices placed upon, embedded in or displayed by the Products or their
          packaging
          and related materials. All such Proprietary Information rightfully in the
          possession of Reseller is licensed to Reseller pursuant to a non-exclusive,
          non-transferable, fully revocable license to use the Proprietary
          Information solely for the purpose of promoting, selling and servicing
          the
          Products in the Territory, which expires upon termination or expiration
          of the
          Agreement or upon written notice from Trimble. Trimble
          grants Reseller no right to manufacture, duplicate or otherwise copy or
          reproduce any Proprietary Information.

        9.3.
          Reseller acknowledges that all trademarks, trade names, service marks,
          slogans,
          designs, labels, logos and other
          source-

        identifying
          symbols used by Trimble or any of
          its subsidiaries or affiliates anywhere in the world ('Trimble Trademarks")
          are
          vested in
          Trimble absolutely. During the term of this Agreement, Trimble consents
          to
          Reseller's use of the Trimble Trademarks in materials used by Reseller
          to
          promote, sell and service the Products, only in accordance with Trimble's
          then
          current trademark usage guidelines and only in a manner which preserves
          the
          rights of Trimble Trimble, in its sole discretion, will have the right
          to
          approve or disapprove all such materials using Trimble Trademarks. All
          uses of
          the Trimble Trademarks will inure to the benefit of Trimble. Reseller has
          no
          right, title or interest in the Trimble Trademarks except as expressly
          provided
          herein. Upon termination or expiration of this Agreement, or notice from
          Trimble, the foregoing consent to use the Trimble Trademarks will automatically
          terminate and Reseller will immediately cease using the Trimble
          Trademarks.

        9.4.
          Reseller agrees that Reseller shall treat information relating to customers
          or
          other individuals that Reseller receives
          by reason of its relationship with Trimble as confidential information
          and use
          it solely for the purpose for which Reseller receives such information.
          Reseller
          further agrees that Reseller shall, at all times, provide at least the
          same
          level of privacy
          protection for such information as is required under Trimble's current
          data
          privacy policy (as expressed in its Privacy Statement at
          www.trimble.com/privacy.html), and that Reseller
          shall
          not sell, trade, rent or disclose such individual identifying information
          to
          third parties in contravention of this policy.

        10.
          WARRANTY AND SUPPORT

        10.1. Reseller
          Product Support and Warranty Obligations. Reseller will, as applicable,
          complete
          and return to Trimble, the customer's warranty registration card or assist
          customer to ensure customer's online Product
          registration within a reasonable time following the sale of a Product.
          Reseller
          will familiarize customers with proper Product installation, use and care,
          and
          with the terms of the limited warranty provided by Trimble. Reseller will
          use
          its best efforts to promptly satisfy all warranty and technical service
          requests
          from customers. Reseller will provide timely and professional technical
          support
          for the Products, and will for all Products sold by Reseller: (i) maintain
          trained and competent technical support personnel who are sufficiently
          knowledgeable with respect to the Products to assist customers with the
          installation and operation of the Products; and (ii) respond promptly to
          customer requests for technical support.

        10.2. Standard
          Limited Warranty to Reseller's Customer. Under the limited warranty included
          with the Products, Trimble makes certain limited warranties to customers.
          Such
          limited warranties disclaim all other warranties, express or implied. IN
          NO
          EVENT MAY RESELLER MAKE OR PASS ON TO ITS CUSTOMERS ANY WARRANTY OR
          REPRESENTATION ON BEHALF OF TRIMBLE OTHER THAN, OR INCONSISTENT WITH, THE
          LIMITED WARRANTIES PROVIDED IN THE APPLICABLE CUSTOMER LIMITED WARRANTY,
          UNLESS
          REQUIRED OTHERWISE BY APPLICABLE MANDATORY LAW.

        10.3. Proprietary
          Information Warranty. Trimble warrants to Reseller and only to Reseller
          that the
          Products and Proprietary Information as delivered to Reseller under this
          Agreement, as such, do not infringe any third party's EU or United States
          patent
rights,
          or United States copyrights, trade secrets, or trademarks and/or trade
          name.
          Trimble shall pay all damages
          and
          costs finally awarded against Reseller upon a claim directly attributable
          to a
          breach by Trimble of this warranty, conditioned upon the following: (i)
          Reseller
          has given Trimble prompt written notice of the claim, and (ii) Trimble
          has sole
          control of the defense
          and/or
          settlement of such claim or any action thereon and all related negotiations,
          and
          (iii) Reseller provides
          reasonable cooperation to Trimble in connection with such defense and/or
          settlement and in connection with Trimble's exercise of Trimble's options
          set
          forth in the following paragraph. If the Products or Proprietary Information,
          or
          the operation thereof, becomes, or in Trimble's business judgment are likely
          to
          become, the subject of a claim of infringement of a patent, copyright or
          trade
          secret, trademark and/or trade name, or the subject of an action upon such
          a
          claim, Reseller shall permit Trimble, at Trimble's sole option and expense,
          to
          do any one or

      

       

      Trimble
        Navigation Limited International Reseller Agreement

      20021108

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      more
        of
        the following: (i) procure for Reseller or its customers the right to continue
        to use the Products and Proprietary Information, or (ii) replace or modify
        the
        Products and Proprietary Information so that they become non-infringing upon
        their return to Trimble at Trimble's request, or (iii) repay to Reseller
        the
        price received by Trimble from Reseller for such Products upon their return
        to
        Trimble at Trimble's request.

      
        10.4. Warranty
          Exclusions. Trimble shall have no liability to Reseller, and the provisions
          of
          Paragraphs 10.2 and 10.3 shall not apply, to the extent that any claim
          arises
          from: (a) the combination or utilization of the Products or software with
          hardware or software products, information, data, systems, interfacing
          or
          devices not made, supplied or specified by Trimble; (b) the operation of
          the
          Product or software under any specification other than, or in addition
          to.
          Trimble's standard specifications for its Products; (c) the unauthorized
          modification or use of the Product or software; (d) compliance with Reseller's
          or an end user customer's design requirements or specifications; (e) the
          use of
          other than a current unaltered release of the software products available
          from
          Trimble; or (f) use of such Products to practice any method or process
          which
          does not occur wholly within the Products. PARAGRAPH 10.3 STATES TRIMBLE'S
          ENTIRE LIABILITY AND RESELLER'S EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT
          OR MISAPPROPRIATION OF ANY THIRD PARTY RIGHTS, INCLUDING BUT NOT LIMITED
          TO
          PATENTS, COPYRIGHTS OR TRADE SECRET RIGHTS.

        10.5.
          EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED
          BY LAW. TRIMBLE FURNISHES, AND RESELLER ACCEPTS, THE PRODUCTS AND PROPRIETARY
          INFORMATION AS-IS, WITH NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR
          IMPLIED,
          BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY
          PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE,
          TO
          RESELLER, RESELLER'S CUSTOMERS, OR ANY THIRD PARTY. TRIMBLE MAKES NO WARRANTIES
          WHATSOEVER WITH RESPECT TO ANY SERVICES, WHICH ARE PROVIDED "AS-IS"

        11.
          LIMITATION OF LIABILITY

        TRIMBLE'S
          AGGREGATE LIABILITY TO RESELLER UNDER OR FOR BREACH OF THIS AGREEMENT WILL
          NOT
          EXCEED THE AGGREGATE AMOUNTS PAID BY RESELLER TO TRIMBLE DURING THE TWELVE
          (12)
          MONTHS PRECEDING THE ACCRUAL OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED
          BY
          LAW, TRIMBLE WILL NOT BE LIABLE TO RESELLER FOR ANY INDIRECT, SPECIAL,
          INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST
          PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
          NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE. EVEN IF
          TRIMBLE
          HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TRIMBLE
          BE
          LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS,

        12.
          TERM
          AND TERMINATION

        12.1. Term.
          The
          term of this Agreement will commence on the Effective Date and will continue
          for
          a period of one (1) year. Thereafter, the Agreement will automatically
          continue
          in effect unless and until either party terminates the Agreement upon ninety
          (90) days prior written notice to the other party.

        12.2. Termination
          for Cause. Notwithstanding the provisions of Section 12.1, if either party
          is in
          material default of its obligations under this Agreement, the other party
          may
          give written notice of its intent to terminate. The defaulting party will
          have
          thirty (30) days from such notice to cure its default. If the default is
          not
          cured within the thirty (30) day period, the Agreement will automatically
          terminate.

        12.3.
          Termination for Insolvency. This Agreement will automatically terminate
          for any
          of the following: a) the institution of insolvency, receivership or bankruptcy
          proceedings against Reseller;

        b)
          Reseller's making an assignment for the benefit of creditors; or c) Reseller's
          dissolution, liquidation or ceasing to do business.

        12.4 Limitation
          of Liability for Termination. To the full extent allowed by applicable
          law,
          Reseller agrees that it will have no rights to damages or indemnification
          or any
          nature due to any expiration of this Agreement of its rightful termination
          by
          Trimble. The foregoing restriction includes, but is not limited to, commercial
          severance compensation, whether by way of loss of future profits, expenditure
          for promotion, payment for Reseller Agreement General Terms and Conditions
          goodwill generated or other commitments made in connection with business
          contemplated by this Agreement. Reseller will not be entitled, under any
          local
          law or otherwise, to receive any payment from Trimble due to such expiration
          or
          rightful termination, whether for actual, consequential, indirect, special
          or
          incidental damages, costs or expenses, whether foreseeable or unforeseeable.
          Reseller hereby waives and disclaims any rights thereto. RESELLER EXPRESSLY
          WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY
          TERMINATION OF BUSINESS RELATIONSHIP BY A FOREIGN BUSINESS ENTITY. WHICH
          MAY
          EXIST UNDER THE LAWS OF ANY APPLICABLE JURISDICTION.

        12.5.
          Effect of Termination. Neither the expiration nor termination of this Agreement
          shall relieve any party of any obligation previously accrued hereunder.
          The
          following paragraphs, and any other paragraphs that by their terms so provide,
          shall survive such expiration or termination: 4, 8, 9, 10, 11, and
          13.

        13.
          GENERAL

        13.1.
          Entire Agreement; Modification. This Agreement constitutes the whole and
          entire
          understanding and agreement of the parties with respect to its subject
          matter,
          and completely supersedes and negates any other related prior or contemporaneous
          representations, understandings, or agreements, written and oral. This
          Agreement
          entirely supersedes any and all standard or general terms and conditions
          of sale
          and delivery appearing on the printed forms of Trimble or Reseller. This
          Agreement may be altered, amended or modified only by another written
          instrument, dated and signed by the parties and by no other means. The
          parties
          waive the future right to claim. contend or assert that this Agreement
          was
          modified, canceled, superseded or changed at any time and in any respect
          by any
          other means„ including but not limited to an oral agreement, course of conduct
          or by estoppel.

        13.2. Force
          Majeure. Neither party shall be liable to the other for failure to perform
          its
          obligations hereunder (except the payment of sums due by one party to another
          under this Agreement) to the extent caused by an event beyond the reasonable
          control of such party, including, without limitation, government regulations
          or
          orders, outbreak of a state of emergency, acts of God, war, warlike hostilities,
          civil commotion, riots, epidemics, fire, strikes, lockouts, or any other
          similar
          cause or causes, provided that such party promptly notifies the other in
          writing
          of such occurrence and makes its best efforts to promptly eliminate the
          effect
          thereof.

        13.3. Notices.
          Any notice or other communication given by either party to the other regarding
          this Agreement will be deemed given and served when personally delivered,
          or
          five (5) business days after sent by reputable international courier requiring
          signature for receipt, addressed to the party at its notice address. Either
          party may change its notice address by written notice to the other. Reseller's
          notice address shall be its address appearing on the Signature Page. Trimble's
          notice address shall be:

        Trimble
          Navigation Limited

        Attention:
          General Counsel, Important Legal Notice 645 North Mary Avenue

        Sunnyvale,
          California 94088-3642 USA

        13.4. Counterparts.
          This Agreement may be executed in two (2) or more counterparts, each of
          which
          will be deemed an original and when taken together shall constitute a single
          fully-signed

      

       

      Trimble
        Navigation Limited International Reseller Agreement 

      20021108

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      original,
        regardless whether the parties' signatures appear together on the same document
        or separately on one or more counterparts.

      
        13.5. Captions
          and Headings. This Agreement's captions and paragraph headings are for
          convenience of reference only, and shall not be deemed part of
          this
          Agreement or
          used
          as
an
          aid in
its
          construction.

        13.6. Governing
          Law: Jurisdiction and Venue; Attorneys Fees. This Agreement will be governed
          by
          and construed in accordance with the laws specified in Exhibit F; and
          jurisdiction and venue of any dispute or legal
          action brought by either party arising out of or relating to this Agreement
          shall lie exclusively in the forum specified in Exhibit F. The United Nations
          Convention on Contracts for the International Sale of Goods will not apply
          to
          any transactions under this Agreement. Reseller
          hereby submits, consents, and agrees not to contest such jurisdiction and
          venue.
          The prevailing party in any dispute or legal action shall
          recover from the other party its reasonable attorneys' fees and costs of
          suit in
          addition to any other relief granted.

        13.7 Official
          Language. The
          official language of
          this Agreement and of any documents relating thereto is English.
For
          purposes of interpretation, or in the event of a conflict between English
          and
          versions of this Agreement or related documents in any other language,
          the
          English language version shall be controlling.

        13.8. Independent
          Contractors. The relationship of Trimble and Reseller established
          by this Agreement is that of independent contractors, and neither party
          is an
          employee, agent,
          partner or joint venturer of the other. All sales and other agreements
          between
Reseller
          and its customers are Reseller's exclusive responsibility and
will
          have
          no effect on Reseller's obligations under this Agreement.

        13.9. Assignment.
          Any transfer, assignment or delegation of Reseller's rights or obligations
          under
          this Agreement shall be void without the prior written consent of Trimble.
          This
          Agreement will otherwise be binding upon and inure to the benefit of the
          parties
          and their successors and assigns.

        13.10. Waiver.
          Either party's (i) waiver of any performance by the other party, (ii)
waiver
          of any condition of this Agreement, or (iii) consent to any breach of this
          Agreement by the other party, shall (a) be effective only if expressly
          set forth
          in a writing signed by the party alleged to have waived or consented, and
          (b)
          not constitute or require an ongoing waiver of such performance or condition,
          or
          consent to any previous, different or subsequent breach, regardless of
          whether
          such performance, condition or breach is similar,
          identical or related, and regardless of the course of dealing which develops
          or
          has developed between the parties.

        13.11. Partial
          Invalidity. If any provision of this Agreement is held by a court of competent
          jurisdiction to be invalid, illegal or unenforceable to any extent, that
          provision shall, if possible, be construed as though more narrowly drawn,
          if a
          narrower construction would avoid such invalidity, illegality or unenforceability,
          or, if that is not possible, such provision shall, to the extent of such
          invalidity, illegality or unenforceability, be severed, and the remaining
          provisions of this Agreement shall remain in effect, provided, however,
          that the
court
          shall
          have authority and jurisdiction to, and shall, add to this Agreement a
          provision
          as similar in terms
          and
          intended effect to such severed provision as may be
          possible
          and be legal, valid and enforceable. If,
          as a
          result of the
          foregoing, a party's material benefits under this
          Agreement that would have existed but for the operation of the proceeding
          sentence are materially impaired, such party may at such party's sole election
          thereafter terminate this Agreement on thirty (30) days advance written
          notice
          to the other.

         

        END
          OF
          TERMS AND CONDITIONS

      

       

      Trimble
        Navigation Limited International Reseller Agreement

      20021108