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Sagem Consulting Agreement - Program

Sagem Consulting Agreement - Program

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Published by: rewriting on Dec 20, 2011
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.
CONSULTING AGREEMENT
This AGREEMENT is entered into to be effective on the ___ day of __________, 2005
By and betweenSagem Défense Sécurité (Sagem DS)
Le Ponant de Paris, 27 rue Leblanc75512 PARIS CEDEX 15FranceRepresented by Mr_______________________,___________________ Referred to as the
“Company
And(2) LIMITED,
a Company organized and existing under the laws of , withits principal place of business at: , operated and represented by ,Represented by Mr_______________________,Referred to as the
“Consultant”
1
 
CONTENTS
DEFINITIONS…………………………………………………………………….31.RECITAL………………………………………………………………………….42.OBJECTIVE & ASSISTANCE…………………………………………………...43.OBLIGATIONS OF THE CONSULTANT………………………………………44.OBLIGATION OF THE COMPANY…………………………………………55.RELATIONSHIP OF THE PARTIES……………………………………………66.COMPENSATION…………………………………………………………….….67.TERM……………………………………………………………………………..78.CONFIDENTIALITY……………………………………………………………..89.TERMINATION………………………………………………………………….910.DISPUTE-Applicable Law, Arbitration, and Lieu of Jurisdiction ………………911.MISCELLANEOUS………………………………………………………………1012.WAIVER………………………………………………………………………… 1013.NOTICES…………………………………………………………………………11ANNEX 1 : Product Agreement………………………………………………………12ANNEX 1 : Payment Schedule..………………………………………………………13ANNEX 1 : Programs…………………………………………………………………142
 
I - DEFINITIONS
In this Agreement, where the context so admits that words in the singular shall include pluraland vice versa, and the following expressions shall have the following meanings:
a- “Commencement Date”
shall mean _______________, 2005;
b- “Protected Matters”
shall mean any of the private affairs, trade and commercial secrets,or other confidential information, relating to the business of the Company;
c- “Customer
shall mean the Government of the Great Socialist People Libyan ArabJamahiriya.
d- “Program”
shall mean supply of Products to the Customer.
e- “Products”
shall mean any product sold directly or indirectly, and including by way of supply or subcontracts or through the representative or broker for others, and by way or through any and all members of any group or partnership.For purposes of the foregoing,
Products
shall include, without limitation, hardware, transfer of technology, maintenance, construction, logistical support, and any other item directly or indirectly related to he product being sold.
f- “Services”
shall mean all and any supply of personnel, namely advising, training,managing and maintenance personnel, as well as the realization of infrastructure.For purposes of the foregoing,
Services
shall include, without limitation the services andobligations mentioned in clause 3 of the Consulting Agreement;
g- “Gross Sales”
shall mean the total contract price of any Sales Contract(s) as signed by theCompany and Customer;
h- “Product Agreement
shall mean written agreements between
Company
and
Consultant
, which supplement or modify this Agreement with respect to the sale of 
Product
and
Services
to
Customer
;
i- “Contract”
shall mean contracts providing for the sales of 
Products
and
Services
to the
Customer,
and shall include any supplement, modifications or extension thereof whichincreases
Gross Sales
;
 j- “Territory,”
shall mean the Great Socialist People Libyan Arab Jamahiriya.
k- “Termination Date”
shall mean the date the General Agreement terminates for whatever reason.3

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