Exhibit 10.48
* Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2
AGREEMENT FOR PURCHASE OF A
SUREBEAM X-RAY SYSTEM
BETWEEN
SUREBEAM CORPORATION
AND
SON SON CO., LTD.
TABLE OF CONTENTS
SECTION
1.
DEFINITIONS
2.
EQUIPMENT AND SERVICES FURNISHED BY SELLER
3.
BUYER FURNISHED ITEMS AND SERVICES
4.
TIME OF PERFORMANCE AND FORCE MAJEURE
5.
DELIVERY, INSTALLATION AND ACCEPTANCE TEST
6.
AGREEMENT PRICE AND TAXES
7.
PAYMENTS, SECURITY INTEREST AND BONDS
8.
WARRANTIES
9.
LIMITATION OF REMEDIES AND LIABILITIES
10.
CHANGES
11.
COMPLIANCE WITH LAWS AND BUYER'S RULES
12.
INSURANCE
13.
INDEMNIFICATION
14.
ACCESS
15.
TERMINATION FOR DEFAULT
16.
TERMINATION
17.
OWNERSHIP AND LICENSING OF TECHNOLOGY
18.
AMENDMENTS
19.
ASSIGNMENTS AND SUBCONTRACTS
20.
NOTICES
21.
MISCELLANEOUS
22.
CONFIDENTIAL INFORMATION
23.
ARBITRATION
EXHIBIT
A - SELLER'S PROPOSAL
EXHIBIT
B - IMPLEMENTATION MILESTONES
EXHIBIT
C - PAYMENT SCHEDULE
EXHIBIT
D - LICENSE AGREEMENT
2
AGREEMENT FOR PURCHASE OF A
SUREBEAM ELECTRON BEAM SYSTEM
BETWEEN
SUREBEAM CORPORATION
AND
SON SON CO., LTD.
This Agreement, effective March 27, 2002 ("Effective Date") is between SureBeam
Corporation, a Delaware corporation with a principal place of business at 9276
Scranton Road, Suite 600, San Diego, CA 92121, ("Seller"), and Son Son Co.,
Ltd., a company incorporated under the laws of the Socialist Republic of
Vietnam, with offices at [...***...]("Buyer").
This Agreement is contingent upon Buyer opening a Letter of Credit with an
effective date on or before June 24, 2002.
If Letter of Credit is denied or
delayed beyond June 24, 2002, then Buyer or Seller may terminate the Agreement
as defined in Section 16 Termination.
Seller will not be authorized to proceed
with the work until Buyer obtains Government approval.
1.
DEFINITIONS
1.1
"Acceptance" means the customer's actual or deemed
acceptance of the Deliverables under paragraph 5.0 ("Delivery, Installation and
Acceptance Test").
1.2
"Agreement" means this document, the statement of work, and
the accompanying specifications and any exhibits including Seller's Proposal as
set forth in Exhibit A, that constitutes the entire Agreement between the
parties and supersedes all other representations, understandings or
communications, whether written or verbal, with respect to the subject matter
hereof.
This Agreement is expressly limited to its terms and purchase order.
The provisions of any of Buyer's purchase order, invoice or similar
documentation are specifically rejected and shall have no effect.
Any
amendment, modification or waiver of this Agreement, or any part hereof, shall
be binding upon Seller only if designated as an amendment to this Agreement and
signed by a representative of the Seller specifically authorized to execute such
binding amendments.
Waiver of any provision of this Agreement in one instance
shall not preclude future enforcement of it in future situations.
1.3
"Agreement Price" means the System Price and the Royalty
Fee.
*CONFIDENTIAL TREATMENT REQUESTED
3
1.4
"Deliverables" means all equipment, products, software,
services, installation, documentation, and training, provided under this
Agreement by or through the Seller, as defined in the Proposal.
1.5
"Facility" or "Facilities" refers to the collective
equipment, construction activities, and services