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Sample Business Contracts

Marketing Associate Solution Alliance Agreement - Unisys Corp. and CAIS Inc.

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                                                             Agreement Number
                                                             ----------------
                                                             Effective Date
                                                             ----------------
UNISYS                              Marketing Associate
                                    Solution Alliance
                                    Agreement

THIS AGREEMENT is between Unisys Corporation, Township Line and Union Meeting
Roads, Blue Bell, PA 19422, Unisys(TM) and

Marketing Associate (MA)
----------------------------------------------------------------------------
Name
   CAIS, Inc.
----------------------------------------------------------------------------
Address
   1232 22nd St. NW
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City, State, ZIP code
   Washington, D.C. 20037
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Attention                   Telephone number               Fax number
   Ulysses G. Auger, II     202-463-8500
----------------------------------------------------------------------------
Country
   USA
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MA ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, INCLUDING THE 
NEXT THREE PAGES AND ALL ATTACHED EXHIBITS, AND THAT IT IS NOT ENTERING INTO 
THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH 
HEREIN.

Agreed and Accepted                    MA

Unisys Corporation                     CAIS, Inc.
                                       ----------------------------------

                                       /S/Ulysses G. Auger, II
-------------------------------------------------------------------------
Signature                  Date        Signature                  Date

----------------------------------     ----------------------------------       
[ILLEGIBLE] name:                      [ILLEGIBLE] name:
                                       President & Chairman
----------------------------------     ----------------------------------       
Title                                  Title







<PAGE>
 
Terms and Conditions
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1. Background
   MA (a) has developed and is the owner of, or otherwise has the right to
   market, products which will run on/with certain computer equipment, and/or
   (b) can provide services to users of certain types of computer equipment. MA
   is interested in marketing its computer products and/or services to current
   or prospective users of Unisys and multivendor computer equipment, subject to
   the terms and conditions of this Agreement. Unisys is willing to market its
   computer equipment in conjunction with MA computer products and/or provide
   marketing support for MA's products and/or services subject to the terms and
   conditions of this Agreement.

2. Definitions
   2.1 "Product" means the MA equipment and the MA computer software programs
   which operate with the Computer System(s) listed in Exhibit A of this
   Agreement. The Products consists of all items listed on Exhibit B of this
   Agreement and includes all Corrections, Improvements, and Enhancements,
   Updates and Upgrades made by or for MA.
   2.2 "Services" means the MA services offered by MA to users of the Computer
   System(s) listed in Exhibit A of this Agreement. The Services include all the
   services listed on Exhibit B of this Agreement.
   2.3 "Documentation" means all materials (and all revisions) relating to the
   Product and Services including as applicable, but not limited to, brochures, 
   specifications, operating instructions, input information, instructional and
   other documentation, including guides and manuals.
   2.4 "Corrections" means changes to the Product to make it conform to the 
   then-current Documentation.
   2.5 "Improvements" means additions or changes to the Product intended to 
   improve performance.
   2.6 "Enhancements" means new functions or features for the Product, which 
   provide a new capability.
   2.7 "Updates" means subsequent releases for the Product, which incorporate 
   accumulated Corrections, Improvements and Enhancements together with 
   revised Documentation for the Update.
   2.8 "Upgrades" means changes to the Product, which enable the Product to 
   operate with changes to the Computer Systems and software furnished with 
   such Systems.
   2.9 "Computer System" means the Unisys and multivendor equipment series 
   listed on Exhibit A. "Multivendor" means equipment series not manufactured 
   by Unisys.
   2.10 "Qualified Prospect" means the prospective end-user of the Products 
   or Services who is qualified by Unisys and given this designated status 
   according to this Agreement.
   2.11 "End-User" means the buyer/licensee of the Product and/or Service that 
   contracts directly with MA for the Products and Services for which Unisys 
   is entitled to a fee.

3. Obligations of MA
   3.1 MA will provide Unisys with (a) marketing brochures published by MA 
   describing the Products and Services and (b) an accurate description of the 
   Products including, but not limited to, the functional specifications and
   performance characteristics suitable for submission by Unisys to potential
   End-Users. The description of the Products and services will be updated 
   by MA as frequently as required to maintain accuracy.
   3.2 MA also will provide to Unisys: (a) guidelines for qualification of 
   potential End-Users; (b) a detailed description and definition of the 
   minimum Computer System configuration required to use the Product and 
   Service with each Computer System and guidelines for configuring the Unisys 
   Computer System used in conjunction with the Product and Service; (c) if 
   available, an analysis and comparison of the Product and Service to 
   functionally similar computer products and services offered by MA's 
   competitors; (d) a reasonable quantity of MA sales brochures for the 
   Products and Services; and (e) if available, benchmark test results for 
   Products as used with Unisys Computer Systems.
   3.3 MA will accept a worksheet to assist Unisys in qualifying prospective 
   End-Users. This worksheet will be based on the guidelines furnished to 
   Unisys by MA under 3.3(a) above.
   3.4 MA will accept worksheets from Unisys and designate the prospect profiled
   on the worksheet as a Qualified Prospect unless MA is already working with 
   the prospect without any involvement of Unisys. MA will sign the worksheet 
   and return it, along with a letter that either accepts or rejects the 
   prospect as a Qualified Prospect, to the Unisys designated point of contact.
   If Qualified Prospect status is withheld, MA shall provide a written 
   explanation for its determination. If a worksheet is not signed by MA and 
   returned to Unisys within 30 days of its submission to MA, the prospect 
   profiled on the worksheet will be deemed a Qualified Prospect. If there is 
   no account activity with a Qualified Prospect over a 90 day period, then 
   that account will lose its Qualified Prospect status and MA will be allowed
   to initiate sales contact activity with said account.
   3.5 MA will offer each End-User a support and maintenance agreement in the 
   form attached as Exhibit C of this Agreement (or MA's subsequent standard
   support and maintenance agreement generally offered by MA to its buyers/
   licensees) and in accordance with the terms and conditions of the 
   agreement(s) between MA and End-User,


<PAGE>
 
   provide the support services listed in Exhibit D of this Agreement.
   3.6 MA will deliver Corrections, Improvements, Enhancements, Updates and 
   Upgrades, as applicable, for the products sold/licensed to End-Users in 
   accordance with the terms of the MA's sale/license agreement and/or support
   and maintenance agreement between MA and an End-User; provided, however,
   delivery of Corrections, Improvements and Enhancements to End-Users of 
   Unisys Computer Systems will be made no later than the delivery of 
   equivalent Corrections, Improvement and Enhancements to users of MA Products
   on multivendor Computer Systems.
   3.7 MA will provide Unisys with a regular written activity report in which 
   the content, structure, and frequency of such reporting to be negotiated
   by the Parties.
   3.8 If the Territory, identified on the face of this Agreement, includes 
   Canada, MA agrees and is obligated to obtain all legal consents, permits, 
   licenses and governmental approvals required in order for MA to do business
   in Canada.

4. Obligations of Unisys
   4.1 Unisys will market Unisys Computer Systems in conjunction with the 
   Products and/or will provide marketing support to MA in conjunction with the
   offering of Products and Services to users and prospective users of Unisys
   Computer Systems, where such users are also multivendor users.
   4.2 Unisys will distribute to its appropriate sales representatives the 
   sales literature provided by MA as well as the information provided by MA
   under 3.2 and 3.3
   4.3 Subject to availability and advance scheduling by MA:
   (a) Unisys will use reasonable efforts to make available for use by MA for
       demonstration purposes any Unisys Computer System installed in Unisys
       offices in the Territory identified on the cover page of this Agreement;
   (b) Unisys will include the Products in appropriate demonstrations and 
       benchmark tests otherwise being conducted by Unisys for potential 
       End-Users;
   (c) Unisys will provide pre-sales technical assistance to MA for the sole
       purpose of designing the capabilities of the Unisys Computer System;
   (d) Unisys will register End-Users for education courses at Unisys Education
       Centers. Such End-Users will pay the then-current Unisys charges for the
       selected education courses;
   (e) Unisys sales representatives may invite MA to participate with Unisys
       in relevant conventions, trade shows and seminars; and
   (f) Unisys will provide MA with use of a Unisys facility for MA training of
       Unisys sales representatives on industry concepts and sales techniques
       relating to the Products and Services.
   4.4 Unisys will complete the worksheet provided to Unisys according to 
   Section 3.4 to qualify prospective buyers/licensees of the Products and 
   Services. Unisys will submit the worksheet to MA for each prospect that
   Unisys wants designated as a Qualified Prospect.
   4.5 Unisys will brand the OverVoice service mark on all wall jacks, launch
   pad screens, and hotel marketing materials that describe high speed Internet
   service in all hotels that have the OverVoice technology installed.
   4.6 Unisys agrees to pay MA a 5% branding fee for all in-hotel guest room
   revenue generated from Unisys touch pad screens in hotel guest rooms in 
   which OverVoice technology is installed.

5. Development/Demonstration Unisys Computer System
   5.1 MA may obtain on a consignment basis from Unisys one equipment 
   configuration of each Unisys Computer System listed in Exhibit A and 
   license software for MA demonstration and/or developmental purposes. MA 
   agrees to provide to Unisys proprietary OverVoice wall jacks and control
   units on a consignment basis for Unisys demonstration and/or developmental
   purposes, the number of such consignment wall jacks and control units to be
   mutually agreed upon by the partners.
   5.2 The Unisys development/demonstration equipment acquired by the MA will
   not be leased or resold by the MA for a period of one year (or other 
   applicable period of time specified in then-current Unisys Marketing 
   Associate policy) from the date of MA payment for such equipment.

6. Fees
   6.1 Unisys will earn a fee in the range of * to *% for each proprietary
   product sold to a hotel property, depending upon an annual volume incentive
   schedule to be negotiated by the parties. Unisys will earn a fee in the 
   range of * to *% for all CAIS Internet access services sold to a hotel 
   property, depending upon an annual volume incentive schedule to be 
   negotiated by the parties. Fees will be paid for all proprietary products 
   and Internet access services sold during the term of this Agreement and 
   within six months after any termination or cancellation of this Agreement.
   The parties agree that any revenues from OverVoice laptop and/or meeting 
   room solutions are excluded from commissionable revenues to Unisys under
   this section.
   6.2 MA's current published list prices are set forth in Exhibit E. MA will 
   notify Unisys in writing at least 30 days prior to the effective date of any
   change in MA's published list prices.
   6.3 MA will pay the fee to Unisys within 30 days after the End-User is billed
   for the Product and Service. Unisys may impose a late payment charge equal
   to the lessor of (1) 1-1/2% per month or (2) the maximum rate allowed 
   by law.
   6.4 MA will keep its business records according to generally accepted 
   accounting principles. MA will permit Unisys to examine the records related
   to this Agreement during regular business hours at MA's address on the 
   cover page of this Agreement upon at least 10 days written notice from 
   Unisys.

7. MA Warranties

---------------------
 * Confidential Treatment Requested. The redacted material has been separately
   filed with the Commission.

<PAGE>
 
    7.1 MA warrants and represents that it (a) owns all right, title and 
    interest in, or by license or otherwise has the right to market, the 
    Products and Service and (b) knows of no claim of infringement of a patent,
    copyright or other proprietary right or of improper use or misappropriation
    of a third party trade secret by the Products or Services.
    7.2 MA warrants that the Products and Services will substantially conform
    to the description of the Products and Services delivered to Unisys in
    accordance with 3.2 above.
    7.3 MA warrants and represents that it has the right, without the consent
    of any third party, to sell/license the Products and Services to End-Users
    and to otherwise perform its obligations under this Agreement.
    7.4 MA warrants and represents that it has and will retain a sufficient
    number of technically qualified employees to fulfill its contractual 
    obligations to its End-Users to support and maintain the Products.

8.  Use of Trademarks
    Neither party is authorized to sue the trade name or any trademark of the 
    other or to refer to the other party's products or services in any 
    advertisement, brochure, news release or any document intended for delivery
    to a third party without the prior written approval of an officer of the
    other party.

9.  Patent, Copyright and Trade Secret Indemnification
    9.1 Unisys, at its own expense, will defend and indemnify MA and End-Users
    against claims that Unisys products furnished to End-Users pursuant to this
    Agreement infringe a United States patent or copyright or are subject to
    claims of misappropriation of trade secrets protected under United States
    law, provided MA (a) gives Unisys prompt written notice of such claims 
    pursuant to Section 16.9, (b) permits Unisys to defend or settle the claims,
    and (c) provides all reasonable assistance to Unisys in defending or
    settling the claims. Unisys will not defend or indemnify MA or End-Users if
    any claim of infringement or misappropriation results from (a) design or
    alteration of any Unisys product by End-Users or MA or (b) use of any Unisys
    product in combination with any non Unisys product. This section 9.1 states
    the entire liability of Unisys and MA's sole and exclusive remedy for patent
    or copyright infringement or trade secret misappropriation with respect to
    Unisys products.
    9.2 MA, at its own expense, will defend and indemnify Unisys and End-Users
    against claims that any Products or Services or any part thereof furnished
    pursuant to this Agreement infringes a United States patent or copyright or
    is subject to claims of misappropriation of trade secrets protected under
    United States law, provided Unisys (a) gives MA prompt written notice of
    such claims pursuant to Section 15.9, (b) permits MA to defend or settle the
    claims, and (c) provides all reasonable assistance to MA in defending or
    settling the claims. Unisys may be represented by counsel of its own choice
    at its own expense. MA will not defend or indemnify Unisys or End-User if
    any claim of infringement or misappropriation results from (a) design or
    alteration of any Product or service by Unisys or End-Users or (b) use of
    any Product in combination with any non-MA product. This Section 9.2 states
    the entire liability of MA and Unisys sole and exclusive remedy for patent
    or copyright infringement or trade secret misappropriation with respect to
    the Products and Services.

10. Protection of Information
    10.1 Neither party shall have any obligation to keep information disclosed
    by the other confidential unless the information disclosed is in tangible
    form and clearly marked "proprietary," "confidential," "restricted" or
    with a similar notice. Each party will exercise the same degree of care to 
    avoid disclosure of such proprietary/confidential/restricted information
    of the other as it affords to its own similar information, but in no event
    less than a reasonable degree of care.
    10.2 Information which is marked "proprietary," "confidential," "restricted"
    or with a similar notice will be used by the receiving party only as 
    necessary for the purposes of this Agreement and will be maintained in
    confidence, during and after the term of this Agreement, unless the
    receiving party can prove that such information: (a) is publicly available
    other than through a breach of this Agreement, (b) has been rightfully
    obtained from a third party with no obligation of confidentiality, (c) is
    known or developed independently of the disclosure by the disclosing party,
    (d) was already known prior to disclosure by the disclosing party or (e) was
    disclosed to a third party by the disclosing party without imposing an
    obligation of confidentiality.

11. Arbitration
    11.1 Subject to Sections 11.2 through 11.5 below, any controversy or claim
    arising out of or relating to this Agreement or the breach thereof will be
    settled by arbitration before three arbitrators in accordance with the Rules
    of the American Arbitration Association ("AAA") then in effect, and
    judgement upon the award rendered by the arbitrators may be entered in any
    court having jurisdiction. Any such arbitration will be conducted in the
    city nearest MA's main U.S. office having an AAA regional office. The
    arbitrators will be selected from a panel of persons having experience with
    and knowledge of electronic computers and the computer business, and at
    least one of the arbitrators selected will be an attorney.
    11.2 The arbitrators will have no authority to award punitive damages nor
    any other damages not measured by the prevailing party's actual damages, and
    may not, in any event, make any ruling, finding or award that does not
    conform to the terms and conditions of this Agreement.
    11.3. Either party, before or during any arbitration, may apply to a court
    having jurisdiction for a temporary restraining order or preliminary
    injunction where such relief is necessary to protect its interests pending
    completion of the arbitration proceedings.

<PAGE>
 
    11.4 Neither party nor the arbitrators may disclose the existence or results
    of any arbitration hereunder without the prior written consent of both
    parties.
    11.5 Prior to initiation of arbitration or any other form of legal or
    equitable proceeding, the aggrieved party will give the other party at least
    30 days prior written notice in accordance with Section 15.9 describing the
    claim and amount as to which it intends to initiate action.

12. Term, Termination and Cancellation
    12.1 This Agreement will begin on the Effective Date specified on the cover
    page of this Agreement and continue in effect for a period of 12 months 
    ("Initial Period") and thereafter until terminated according to its terms.
    12.2 Unisys or MA may terminate this Agreement without cause as of the end
    of the Initial Period or any time thereafter upon at least sixty (60) days
    prior written notice.
    12.3 Except as provided in Section 12.4 below, if either party breaches this
    Agreement, the other may cancel it upon thirty (30) days written notice, 
    unless the breach is cured within the notice period.
    12.4 Either party may terminate this Agreement at any time upon written
    notice, without providing the other party with an opportunity to cure, if:
    (a) there is a change in control or ownership of the other party (or if its
    parent or any affiliated companies) or if all or subsequently all of the
    assets of the other party are sold; (b) if a receiver is appointed to the
    other party or its property; (c) the other party becomes insolvent or unable
    to pay its debts as they mature or ceases to pay its debts as they mature in
    the ordinary course of business or makes an assignment for the benefit of
    its creditors; or (d) the other party is liquidated or dissolved.
    12.5 Proposals for Products and Services that are submitted to End-Users by
    the effective date of any termination or cancellation of this Agreement and
    accepted by such End-Users within sixty (60) days thereafter will be subject
    to the terms and conditions of this Agreement.
    12.6 No damages (whether direct, consequential, special or incidental and
    including expenditures and loss of profit), indemnities or other
    compensation will be due or payable to either party by reason of a possible
    termination or cancellation of this Agreement by the other party.

13. Disclaimer
    Except as expressly stated in this Agreement, neither party has made or
    relied on any warranties or representations (express or implied, by
    operation of law or otherwise) regarding the scope, duration or success of
    any marketing effort which Unisys or MA or both may undertake.

14. Limitation of Liability
    IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
    SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
    USE, LOSS OF GOODWILL OR OTHER DIMINUTION IN THE VALUE OF THE OTHER'S
    BUSINESS, REVENUES, PROFITS OR SAVINGS, EVEN IF SUCH PARTY KNEW OR SHOULD
    HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

15. Other Provisions
    15.1 THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL LAW OF THE COMMONWEALTH
    OF PENNSYLVANIA.
    15.2 The relationship of Unisys and MA under this Agreement is that of
    independent contractors only, and neither is authorized to act as the agent
    or legal representative of the other. No provision of this Agreement or any
    act by either party in furtherance of the intent of this Agreement will
    create a joint venture relationship between the parties for any purpose
    whatsoever.
    15.3 Unisys may delete any Unisys Computer System from Exhibit A at any time
    upon at least sixty (60) days prior written notice to MA.
    15.4 Unisys will not be liable to MA for late delivery of any Computer 
    System. MA will not be liable to Unisys for late delivery of the Products 
    and Services.
    15.5 Any failure or delay by either party in exercising any right or remedy 
    will not constitute a waiver. The waiver of any one default will not waive
    subsequent defaults of the same or different kind.
    15.6 Neither party will be liable for any failure to fulfill its obligations
    when due to causes beyond its reasonable control including, without 
    limitation, the bankruptcy of any supplier or commercial impracticality.
    15.7 This Agreement or any performance under it may not be assigned by
    either party. Any purported assignment will be void and of no effect.
    15.8 No legal proceeding, regardless of form, related to or arising out
    of this Agreement may be brought by either party more than two years after
    the cause of action has accrued.
    15.9 All notices required by this Agreement to be given to MA will be sent
    to its address on the cover page of this Agreement.
      
    All notices required by Sections 9 and 11 will be sent by certified or 
    registered mail and, when given to Unisys, will be addressed to:
        Office of the General Counsel
        Unisys Corporation
        Township Line and Union Meeting Roads
        Blue Bell, PA 19422

    All other notices to Unisys will be sent to:
        Vice President, Channel Marketing
        Unisys Corporation
        Township Line and Union Meeting Roads
        Blue Bell, PA 19422

    15.10 Each provision of this Agreement is severable and, if one or more 
    provisions are declared invalid, the remaining
                      
<PAGE>
 
    provisions of the Agreement will remain in full force and effect.

    15.11 The rights and obligations of Unisys and MA under Sections 3.4, 3.5,
    7, 9, 10, 11, 13, 14, and 15 will survive any termination or cancellation 
    of this Agreement.

    15.12 All Exhibits referenced in this Agreement are part of it. With respect
    to its subject matter, this Agreement constitutes the entire agreement of
    the parties and supersedes all prior proposals and agreements, both written
    and oral, and all other written and oral communications between the parties,
    except that provisions of prior agreements between the parties which survive
    termination, cancellation or expiration of such agreements will not be
    superseded by this Agreement, unless specifically agreed to by the parties
    in writing.

    15.13 This Agreement may be modified only by writing signed by a duly
    authorized representative of each party. The duly authorized representatives
    of Unisys are individuals with the title of Vice President or Contracts
    Manager.



<PAGE>
 
               Marketing Associates Solution Alliance Agreement
UNISYS                   Exhibit A - Computer Systems   
                                                                 Agreement
                                                                 ---------------
                                                                 ---------------
UNISYS Computer Systems
--------------------------------------------------------------------------------
[illegible] applicable systems     Other (Specify):

A Senes Systems                    Unisys Servers
                                   ---------------------------------------------

2200 Series Systems
                                   ---------------------------------------------

UNIX Systems
                                   ---------------------------------------------

PC Systems
                                   ---------------------------------------------

CTCS Systems
                                   ---------------------------------------------

DP Series
                                   ---------------------------------------------
--------------------------------------------------------------------------------

Multivendor Computer Systems
--------------------------------------------------------------------------------
Specify Vendor and System Type


<PAGE>
 
           Marketing Associate Solution Alliance Agreement  Agreement Number
UNISYS     Exhibit B - MA Products and Services             -------------------
                                                            -------------------

MA Software Products
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Software name                 Brief description

[illegible]







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MA Equipment Products
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Name                          Brief description

See Attached List             Replacement Wall Jack (see specifications)
                              Control Unit (see specifications)
  CAIS Inc., at Unisys request, may supply commodity items to make the
  infrastructure complete (ethernet hubs, 110 blocks, cabling, etc.)





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MA Services
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Service type                  Brief description

See Attached List             Internet Services (see overview)











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<PAGE>
 

 
           Marketing Associate Solution Alliance Agreement  Agreement Number
UNISYS     Exhibit C - MA Agreements                        -------------------
                                                            -------------------

MA Support and Maintenance Agreement
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See Attached List



               (Attach a copy of standard agreement generally offered by MA to 
               [illegible])

           MA service and maintenance agreement will be customized based upon
           agreed terms and conditions by the parties.







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                        Exhibit D - MA Support Services

MA Support Services for Products
-------------------------------------------------------------------------------

MA will, at a minimum

(a) provide End-User training for the Products including, if required for
    software Products, instructions regarding the use of the Products with
    Unisys Computer Systems, the methods of input, the logic of the software
    Products and the output generated.

(b) provide technical services by maintaining a support group to provide direct
    support of an End-User to assist in the understanding of the use of the
    Products.

(c) provide a diagnostic service to ascertain the nature of the problems an 
    End-User may be experiencing with software Products. This may be
    accomplished by the use of telephone "hotline".

(d) provide centralized training facilities for End-Users, if appropriate, MA 
    may separately contract to use Unisys facilities, if available.

(e) [illegible] support and update the software Products on a continuing basis,
    it being understood that such support will include, at a minimum
    [illegible], programming required by changes in laws of the various states
    where End-Users are located and keeping the software compatible with Unisys
    then-current system software for Unisys Computer Systems.

(f) correct all errors, malfunctions or defects in the Products.

(g) provide End-Users with all appropriate documentation and updates for the
    Products when documentation shall include operating instructions, End-Users
    manuals and other Documentation.

<PAGE>
 
 
           Marketing Associate Solution Alliance Agreement  Agreement Number
UNISYS     Exhibit E - MA Current Published Prices          -------------------
                                                            -------------------

MA Current Published Prices for Software Products
-------------------------------------------------------------------------------
Software name                                              [illegible]

[illegible]












-------------------------------------------------------------------------------

MA Current Published Prices for Equipment Products
-------------------------------------------------------------------------------
Name                                                      [illegible]

See Attached List








-------------------------------------------------------------------------------

MA Current Published Prices for Services
-------------------------------------------------------------------------------
Name                                                      [illegible]

See Attached List








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