DATED 29th June 1999
DXP New Media Services Limited
('The OEM') (2)
OEM PARTNERSHIP AGREEMENT
This AGREEMENT is made the 29th day of June 1999
1. iOra Ltd a company incorporated in England (registered number 3445693) and having its registered office at
Meadlands Broad Layings, Woolton Hill, Newbury, Berks RG20 9TT ("iOra" which shall include all or any of its
subsidiaries, agents, successors or assigns)
2. DXP New Media Services Limited a company incorporated in England (company number 03732349) and
having its registered office at 7 Willow Court, Bourton Industrial Park, Bourton on the Water, Cheltenham,
Gloucestershire GL54 2HQ (the "OEM")
A. iOra is engaged in development and marketing certain software known as SoftCD(TM).
B. The OEM is engaged inter alia in the business of Consultancy and the provision of Application Solutions, and
wishes to acquire from iOra the right to license and/or sub-license the Software as an integral part of such
C. The parties wish to cooperate, with a view to the OEM acting as a single solution provider to Customers and
providing Application Solutions which include the use of the Software.
D. iOra proposes to grant to the OEM the non-exclusive right for the OEM to sell licenses for the use of the
Software in the Territory, and in accordance with the terms and subject to the conditions herein contained.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation:
In this Agreement:
1.1. 'Agreed Promotional Project' means an Application Solution involving the distribution of Promotional
Material, and where the details of the proposed promotional project (including the numbers of those who are to
receive Promotional Material) have been approved in writing in advance by iOra. iOra may grant or withhold
such approval at its sole discretion.
1.2. 'Application Solution' means the application of the Software for the periodic circulation of updates