Exhibit 10(t)
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J. Xxxxxxxx Xxxxxx, Chief Executive Officer
EIP Microwave, Inc. 0000 X.X. Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, XX
00000
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June 22, 1995
REGISTERED, PRE-PAID DELIVERY
Marconi Instruments Ltd.
Longacres
St. Albans
Herts, England ALR OJN
Attention: Xxxxx Xxxxx
Re: Termination of Cooperation Agreement, Distribution
Agreement and Technical Collaboration Agreement
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Gentlemen:
EIP Microwave, Inc. ("EIP") and Marconi Instruments Ltd. ("Marconi") are
parties to the following agreements:
1. Agreement dated September 3, 1992 relating to cooperation between EIP and
Marconi (the "Cooperation Agreement").
2. Agreement dated October 1, 1992 relating to EIP's appointment of Marconi
as its distributor (the "Distribution Agreement").
3. Agreement dated October 1, 1992 relating to technical collaboration
between EIP and Marconi (the "Technical Collaboration Agreement").
The purpose of this letter is to provide Marconi with written notice that
EIP has elected to terminate the Cooperation Agreement (pursuant to Section
(J)(1) of the Cooperation Agreement), the Distribution Agreement (pursuant to
Section 6(a) of the Distribution Agreement) and the Technical Collaboration
Agreement (pursuant to Section 8(a) of the Technical Collaboration Agreement).
The termination of these agreements will be effective December 31, 1995.
EIP reserves the right to accelerate the termination of these agreements
as a result of any prior or future breach of these agreements by Marconi. In
particular, EIP reserves the right to accelerate the termination of the
Distribution Agreement pursuant to Section 6(d) thereof as a result of Marconi's
failure to meet the cumulative equivalent order targets set forth therein.
Pursuant to Section 7(b) of the Distribution Agreement, EIP hereby
requests that Marconi return to EIP on the effective date of termination all
price books and lists, quotations, discount
Telephone (000) 000-0000 Fax: (000) 000-0000
Marconi Instruments Ltd.
June 22, 1995
Page 2
sheets, technical particulars and all other documents which Marconi has received
from EIP except those distributed in the normal course of trade. Pursuant to
Section (C)(4) of the Cooperation Agreement, EIP further requests that Marconi
return to EIP on the effective date of termination all other proprietary and
confidential information which Marconi has received form EIP and all copies
thereof.
The confidentiality Agreement dated April 4, 1995 between EIP and Marconi
relating to nondisclosure and restricted use of information superseded certain
provisions of, and will not be affected by the termination of, the Cooperation
Agreement, the Distribution Agreement and the Technical Collaboration Agreement.
Very truly yours,
EIP MICROWAVE, INC.
By: /s/ J. Xxxxxxxx Xxxxxx
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J. Xxxxxxxx Xxxxxx
Chairman
