Agreement [Amendment] - BMW (South Africa) Pty Ltd. and Navigation Technologies BV
AMENDMENT OF AGREEMENT
BETWEEN
BMW (SOUTH AFRICA) (PROPRIETARY) LIMITED
(HEREINAFTER REFERRED TO AS "BMW")
AND
NAVIGATION TECHNOLOGIES B.V.
(HEREINAFTER REFERRED TO AS "NAVTECH")
WHEREAS BMW and NAVTECH entered into an Agreement ("Agreement") that commenced
on June 1, 1999, relating to the development of navigation databases for South
Africa and the supply of Products based on the same to BMW for use in BMW
navigation systems:
AND WHEREAS, the parties wish to amend certain provisions of the Agreement as
set forth herein:
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. Definitions. All terms and/or definitions used in this amendment are as
defined in the Agreement unless otherwise specified herein.
2. [redacted]
3. [redacted]
4. Database Updating. Clause 3.5 of the Agreement is hereby, amended to
read as follows:
3.5 DATABASE UPDATING
3.5.1 Following BMW's approval of the Phase 2 Database,
(redacted)
3.5.1.1 [redacted]
3.5.1.2 [redacted]
3.5.1.3 [redacted]
3.5.2 NAVTECH shall supply Products based on any such
updated Databases to BMW as ordered by BMW pursuant
to Clause 3.6.
3.5.3 Save for payment for Products as contemplated in
Clause 3.6, no other fees shall be payable to NavTech
by BMW for such Database Updating, unless agreed to
in writing by BMW.
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3.5.4 BMW shall be entitled to test and approve each
updated Database in accordance with the Acceptance
Testing procedure contemplated in clause 3.4. In the
event of BMW failing to conduct such tests in respect
of an update, BMW shall be precluded from rejecting
the update.
3.5.5 [redacted]
3.5.6 For each Product ordered by BMW based on [redacted]
BMW shall pay NAVTECH the Per-Copy License
Fees contemplated in the revised clause 3.6.2.2.1 as
set out herein.
5. Per-Copy License Fees. Clause 3.6.2.2.1 of the Agreement is hereby
amended to read as follows:
"3.6.2.2.1 [redacted]
6. [redacted]
6.1 Clause 3.6.2.2.3 of the agreement is hereby amended to read as
follows:
[redacted]
3.6.2.2.3.1 [redacted]
3.6.2.2.3.2 [redacted]
6.2 Clause 3.6.2.3 is hereby deleted.
6.3 Clause 3.6.2.7 of the Agreement is amended by deleting
[redacted] and replacing it with [redacted].
6.3 Amendment of Clause 3.6.4 Clause 3.6.4 is hereby amended to read as
follows:
"3.6.4 [redacted]
2
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6.4 Clauses 3.6.4.1 and 3.6.4.2 and 3.6.4.3 are hereby deleted.
7. Third Party Licensing. [redacted]
8. License. Clause 5.1 of the Agreement is hereby amended by replacing the
phrase "... supplied by NAVTECH in Phases l-3 for testing..." with the
phrase "... supplied by NAVTECH in Phases 1 and 2 as well as [redacted]
for testing...".
9. Termination. Clause 11.2 of the Agreement is amended by deleting the
phrase "Upon completion of Phase 3,. . ." and replacing it "Upon
completion of [redacted] ...".
10. BMW and NAVTECH agree that all other terms and conditions of the
Agreement will remain in operation and shall be complied with.
THUS DONE and SIGNED at............MIDRAND.................... on this....
15..day of October 2001.
/s/ Franz Heinrich Schafer
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on behalf of BMW (SA) (PTY) LIMITED
Franz Heinrich Schafer
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Name
General Manager Corporate Planning
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Title
THUS DONE and SIGNED at....BEST...............on this 1st day, of November
2001.
/s/ C.L. Peters
----------------------------------------
on behalf of NAVTECH B.V.
C.L. Peters
----------------------------------------
Name
VP Finance Europe
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Title
3