1
EXHIBIT 10.9
Agreement No. 550
CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
QUANTUM(R)
TAPE LIBRARY OEM
PURCHASE AGREEMENT
This Tape Library OEM Purchase Agreement ("Agreement") is entered into in
Milpitas, California, as of August 28, 1996, between QUANTUM CORPORATION, a
Delaware corporation with principal offices at 000 XxXxxxxx Xxxx., Xxxxxxxx, XX
00000 X.X.X. ("Quantum"), and ATL PRODUCTS, INC., a California corporation with
offices at 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 ("Buyer" or "ATL").
WHEREAS, Quantum develops and manufactures tape drive Products as described in
Exhibit A, (hereinafter known as "Products"); and
WHEREAS, Quantum desires to offer said Products for sale to Buyer on a non
exclusive basis; and
WHEREAS, Buyer has recognized capabilities in the Automated Tape Library market
and desires to have the right to purchase such Products for incorporation into
Buyer's product.
THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO ALL PURCHASES BY BUYER FROM
QUANTUM.
1. TAPE LIBRARY OEM PRODUCT
During the term of this Agreement, Quantum agrees to sell and Buyer
agrees to buy the types of Products listed in the Tape Library OEM
Product Exhibit A ("Exhibit A") attached hereto (the "Product" or
"Products"). Quantum will notify Buyer of any updates to the list of
Products in Exhibit A with thirty (30) days prior written notice and
new products may be added from time to time by mutual agreement of the
parties in writing.
2. PURCHASE ORDERS
(a) Buyer will initiate purchases under this Agreement by
submitting written purchase orders (the "Order[s]") to Quantum
any time from the effective date of this Agreement until
ninety (90) days before the termination date of the Agreement.
All Orders submitted by Buyer will state the requested
delivery dates which will be at least ninety (90) days after
submittal of the Order. No Order will be binding on Quantum
until accepted (in whole or in part) by Quantum. The scheduled
delivery date of a given Order will be as specified by Quantum
in writing within five (5) business days.
(b) The Order shall contain the following minimum information
relative to purchases made under this Agreement: description
of materials purchased, Quantum part number,
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Agreement No. 550
quantity purchased, shipping instructions, delivery schedule,
destination, and confirmation of price. Each Order will make
specific reference to this Agreement and thereby incorporate
the terms of this Agreement. No terms or conditions in any
Order will in any way supersede, modify or supplement this
Agreement.
3. RESCHEDULING AND CANCELLATION
(a) The following schedule shall apply for rescheduling and
cancellation:
========================================================
# OF DAYS MAXIMUM
NOTICE MAXIMUM CANCELLATION
PRIOR TO RESCHEDULE CHARGE AT QUANTUM'S
SCHEDULED DELIVERY DECREASE AMOUNT DISCRETION
--------------------------------------------------------
0 - 60 0% 100%
61 - 90 50% 50%
91 + days 100% 0%
========================================================
Standard configurations may use the following flexibility table:
========================================================
# OF DAYS MAXIMUM
NOTICE MAXIMUM CANCELLATION
PRIOR TO RESCHEDULE CHARGE AT QUANTUM'S
SCHEDULED DELIVERY DECREASE AMOUNT DISCRETION
--------------------------------------------------------
0 - 30 0% 100%
31 - 45 50% 50%
46 + days 100% 0%
========================================================
(b) Purchase Forecasts. On a monthly basis, Buyer shall issue a
revolving twelve (12) month non-binding forecast in a
mutually agreed format so that Quantum will have an
understanding of BUYER's anticipated monthly requirements.
Every three (3) months Buyer and Quantum shall review all
shipments made by Quantum against the total anticipated
purchase commitment.
BUYER'S NON-BINDING FORECAST IS FOR INFORMATION ONLY AND DOES
NOT CREATE ANY LIABILITY BETWEEN THE PARTIES NOR DOES IT
GUARANTEE BUYER WILL ISSUE ORDERS AGAINST THE FORECAST.
QUANTUM'S ONLY OBLIGATION TO MANUFACTURE AND SHIP PRODUCT
WILL BE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND
PURSUANT TO A PURCHASE ORDER ISSUED BY BUYER AND ACCEPTED BY
QUANTUM.
(c) Upside Support. Quantum agrees to use reasonable efforts to
accommodate any request to accelerate delivery of Upside
quantities. With respect to any request for
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Agreement No. 550
quantities in excess of Upside, the parties agree to negotiate
in good faith the delivery dates and additional costs to
Buyer, if any, related thereto.
(d) Allocation. If it becomes necessary for Quantum to allocate
production capacity, Buyer Forecast and Purchase Orders will
be reviewed and reasonable efforts will be undertaken to treat
Buyer consistently with similarly situated customers.
4. PACKING, SHIPPING, AND TITLE
The method of packaging will be in accordance with Quantum's standard
practices. Shipments will be to Buyer's address set forth above or, if
different, to the address specified in the Order. Product will be
shipped in accordance with Quantum's standard procedures and will be Ex
Works Quantum's designated facility. Buyer will be responsible for all
shipping expenses, insurance, duties and similar charges which, if paid
by Quantum, will appear as additional items on Quantum's invoice to
Buyer. Title to the Product and risk of loss will pass to Buyer upon
Quantum's delivery to Buyer's carrier.
5. INSPECTION AND ACCEPTANCE
Buyer will have thirty (30) days after delivery to inspect and test
each Product to assure conformance to Quantum's applicable Product
Specification(s) attached hereto by reference. If any Products are
deemed defective by Buyer in any material way, Buyer shall, within such
thirty (30) day period, notify Quantum, obtain a customer return order
number from Quantum and return such defective Product to Quantum in the
same condition as delivered and in the same or equivalent shipping
container, with a description of said defect. If Quantum confirms the
defect, Quantum shall, at its option, rework or replace and re-deliver
the returned Product to Buyer. Shipment of Product to one of Buyer's
customers or failure to return Product within said thirty (30) day
period shall constitute acceptance of the Product.
6. SOURCE INSPECTION
Upon two (2) business days written request to Quantum, and at Quantum's
sole discretion, Buyer may conduct an inspection of Quantum's
facilities during normal business hours. Such inspections shall be to
inspect and review the work, including the Products being purchased
pursuant to this Agreement. Should the presence of Buyer delay any
shipment of Product, Quantum shall not be held liable for a delayed
ship date. The Parties agree that source inspection shall not
constitute acceptance of the Product by Buyer and that acceptance by
Buyer shall be the process outlined in the Section titled Inspection
and Acceptance.
7. QUALITY ASSURANCE
Quantum shall maintain an effective quality/manufacturing control
system and ensure that the entire process of design, manufacture and
repair, including packaging and shipping, is maintained under
continuous control and improvement. The purpose of the quality control
system will be to verify all requirements of the Product Specifications
and Test Specifications are satisfied.
Buyer performs out-of-box quality audits on all Products received. In
the event any failure occurs in these audits, upon Buyer's specific
request, Quantum shall analyze the root cause and
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Agreement No. 550
take appropriate corrective actions including providing Buyer with a
root cause analysis of the failure (within seventy-two (72) hours of
receipt of the failing part) and implementing corrective actions to
prevent recurrence of the failure. Such corrective actions shall be
implemented within thirty (30) days of Quantum's receipt of the failed
Product.
Quantum shall generate Failure Analysis Reports of each failure and
maintain records of the corrective actions and an evaluation of its
effectiveness. Such records shall be provided to Buyer upon Buyer's
request.
8. CHANGES
Quantum shall give thirty (30) days prior written notice to Buyer of
any changes to the Products prior to implementation that affect form,
fit or function or could affect both forward and backward
compatibility. Buyer shall give written notice to Quantum of its
approval or disapproval of the change in writing within thirty (30)
days of the date Buyer receives such written notice. If written notice
is not received by Quantum from Buyer within thirty (30) days either
approving or disapproving the change, Quantum shall consider the change
acceptable.
If it is determined by Buyer or Quantum that a Mandatory Change is
required to make the Product conform to the Product Specification,
Quantum shall make the changes at no charge to Buyer in all units that
are not yet delivered to Buyer. In the event such changes are required
to make previously delivered Product conform to the Product
Specification, they shall be supplied in the form of a Mandatory Field
Change Kit at no charge to Buyer in accordance with the procedure set
forth in Exhibit D. Quantum shall pay Buyer's expenses to install the
Mandatory Field Change Kit.
Time is of the essence for Buyer to incorporate a change. In the event
that Buyer requests a sample of a change, Quantum will use reasonable
efforts to provide such sample to Buyer so that Buyer can approve the
change within the thirty (30) day approval period. Any extension to the
approval period shall be by written mutual agreement.
Quantum may from time to time make compatible changes or modifications
to the Product (i) that do not affect form, fit, or function, and (ii)
that are compatible and interchangeable with and shall not require the
retrofit of Product previously delivered. If Quantum makes such
modification, Quantum shall give prior written notice (ECN) to Buyer
upon delivering to Buyer any Product containing such modification. Such
written notice shall describe the changes and update any documentation.
9. PRICES, DISCOUNTS, AND TAXES
(a) The purchase price for each Product sold hereunder shall be
the prices set forth on the attached Exhibit A.
(b) Product prices are exclusive of all taxes. With the exception
of taxes measured by Quantum's income, Buyer shall be
responsible for all federal, state or local sales, use,
property, export, excise and other similar taxes that may be
levied as a result of the sale or delivery of any Product sold
under this Agreement. Such taxes will appear as a separate
item on Buyer's invoice unless Quantum receives a valid tax
exemption certificate from Buyer prior to shipment.
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Agreement No. 550
10. PAYMENT
Subject to approval of Buyer's credit by Quantum, payment terms are net
(thirty) 30 days. All payments will be in U.S. dollars. Overdue
payments will be subject to a service charge of one and one-half
percent (1 1/2%) per month or the maximum rate permitted by applicable
law, which ever is lower.
11. TAPE LIBRARY OEM CERTIFICATION
Buyer certifies that it is purchasing the Product under this Agreement
as a Tape Library OEM, that the Product will be incorporated by Buyer
as a part of another system or subsystem which Buyer assembles together
with such Product under its own name for sale or lease in the regular
course of its business. Such system or subsystem shall include hardware
and/or software other than the Product and shall, by an objective
examination of such factors as cost, pricing, and Product features,
represent approximately a thirty percent (30%) enhancement and
transformation of the Product. Product intended for other purposes
shall not be purchased under this Agreement. Buyer will sell only to
resellers and will not sell to end-users of the Product. Buyer will
furnish to Quantum an Exhibit B - Business Plan ("Exhibit B") which
defines Buyer's product. Buyer will furnish further evidence of
compliance with this paragraph and Exhibit B upon Quantum's reasonable
request. Notwithstanding Section 13 below, failure of Buyer to comply
with this Section 11, will be cause for immediate termination of this
Agreement by Quantum.
12. BUSINESS REVIEWS
Buyer and Quantum shall conduct quarterly Product reviews to keep Buyer
informed with regard to the progress of the development of New
Product(s) and enhancement(s). Buyer and Quantum shall, each at their
own expense, meet on a quarterly basis to review pricing, review
performance and business transacted, and to resolve those issues that
may have arisen since the last business review meeting.
13. TERM AND TERMINATION
This Agreement will be effective on the date of its execution by
Quantum, and will continue for three (3) years unless terminated by
either party in accordance with the termination provisions herein.
After the initial term, this Agreement will continue in effect until
terminated in accordance with this Section 13. The parties may at any
time after the initial term, negotiate a replacement long-term
agreement. Either party may terminate this Agreement, for convenience,
with ninety (90) days prior written notice. Quantum may terminate this
Agreement upon the insolvency, bankruptcy or voluntary dissolution or
assignment for the benefit of creditors of or by Buyer. In addition, in
the case of a default, the non-defaulting party may terminate this
Agreement upon the failure of a defaulting party to cure a default in
the performance of any provision hereof within thirty (30) days after
written notice thereof by the non-defaulting party. The provisions of
Sections 11, 13, 14, 15, 17, 18, and 19 hereof shall survive the
termination of this Agreement for any reason.
In the event Quantum terminates this Agreement for convenience, ATL may
continue to place Orders for Product for ninety (90) days after the
termination date. All such Orders will ship according to Quantum's
then-current standard terms and conditions.
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Agreement No. 550
14. TRAINING
Quantum, at its option, may provide Product training for a limited
number of Buyer's employees. The training curriculum, Iogistics, fees,
and schedule will be defined by Quantum and may include participants
other than Buyer's personnel. Buyer will bear associated expenses of
its employees, including, without limitation, travel, food and lodging.
15. LIMITED WARRANTY
(a) For the period specified in Exhibit A from the date of
original shipment of Product from Quantum to Buyer, Quantum
will make available its standard limited warranty. This
warranty is extended only to the original Buyer (a Buyer that
purchases Product directly from Quantum) and is not
transferable. The liability of Quantum hereunder is limited,
at Quantum's option, to replacing or repairing any defective
Product in accordance with Quantum's standard procedures or
refunding the Purchase Price of such Product. Quantum will
retain title to any unrepairable defective parts. In-Warranty
Product returned to Quantum for repair during the warranty
period which is confirmed not to be defective is defined as No
Trouble Found ("NTF") and a fee covering the handling and
testing will apply.
(b) Quantum will issue a Return Materials Authorization ("RMA")
within three (3) days of any request for same by Buyer when
required in connection with any return under this Agreement.
Repair warranty is ninety (90) days or remainder of original
Product Warranty, whichever is longer.
(c) Out of warranty repairs will be at Quantum's then standard
rates and procedures.
(d) The above warranties are contingent upon proper use in the
application for which the Product was intended and does not
cover Product which: (1) has been modified without Quantum's
approval, (2) has been subjected to unusual physical or
electrical stress, including damage caused by handling or
shipping in unapproved containers, (3) has had its integrity
disturbed in any way (examples of such disturbance include
without limitation, the removal or cracking of any protective
cover or seal), or (4) has had the serial number label removed
or damaged to the extent that warranty status of such Product
cannot be determined. Quantum shall make the final
determination as to the existence and cause of any alleged
defect.
(e) Freight is prepaid each direction for both in-warranty and
out-of-warranty returns. Use of unqualified, unapproved
shipping boxes may result in shipping damage for which Quantum
assumes no liability and it may void the Product warranty.
(f) THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND NO OTHER
WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED OR
STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE SHALL APPLY.
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Agreement No. 550
16. PRODUCT SUPPORT/END OF LIFE
If, during the Purchase Period or Extended Purchase Period, if any,
Quantum discontinues producing Products, Quantum shall provide Buyer
with six (6) months prior written notice of such discontinuance.
Upon expiration or termination of this Agreement, Quantum or its
authorized agents shall repair Products for two (2) years after the
date of the last Product manufactured.
17. LIMITATIONS OF LIABILITY
(a) QUANTUM'S LIABILITY FOR ANY CLAIM, HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT, SHALL IN NO
EVENT EXCEED THE PRICE OF THE PRODUCT FURNISHED HEREUNDER
GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING,
QUANTUM'S LIABILITY ARISING FROM ENGINEERING CHANGES MADE TO
THE PRODUCT IS LIMITED TO QUANTUM'S COST OF MODIFICATION AT
THE QUANTUM DESIGNATED SERVICE CENTER AND FREIGHT CHARGES.
(b) IN NO EVENT SHALL QUANTUM BE LIABLE TO BUYER, BUYER'S
CUSTOMERS OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS,
LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR PUNITIVE DAMAGES OF ANY NATURE, HOWEVER CAUSED AND
ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
18. INDEMNIFICATION
(a) Quantum will defend or settle any patent infringement cases at
its expense for any action brought against Buyer or its
customers based upon the claim that the Product constitutes
direct infringement of any duly issued United States patent,
copyright, or trademark. Quantum agrees to pay all damages and
costs finally awarded against Buyer or its customers
attributable to such claim provided Quantum has sole control
of any such action or settlement negotiations and provided
Buyer notifies Quantum promptly in writing of such claim, and
gives Quantum authority, information and such assistance as
necessary to settle or defend such claim.
(b) If the Product becomes, or in the opinion of Quantum may
become, subject to claim of infringement of any United States
patent, Quantum may, at its option: (i) procure for Buyer and
its customers the right to use the Product under any such
patent; (ii) suitably replace or modify the Product, or part
thereof; or (iii) remove the Product, or part thereof, and
refund the aggregate payments paid therefore by Buyer, less a
reasonable sum for use and damage. Quantum shall not be liable
for any costs or expenses incurred without its prior written
authorization.
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Agreement No. 550
(c) Quantum assumes no liability hereunder for any (i)
infringement of patent claims covering completed systems,
assembly, circuit, combination, configuration, method or
process in which any of the Product(s) may be used; (ii)
compliance with Buyer's specifications; (iii) modification of
the Product, or any part thereof, after delivery by Quantum;
or (iv) use of the Product in a manner for which it is not
designed.
(d) THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF
QUANTUM FOR ANY INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK
OR OTHER INTELLECTUAL PROPERTY RIGHT.
19. CONFIDENTIAL INFORMATION
All proprietary information which is specifically designated as such,
which is disclosed by either party to the other, in any form in
connection with this Agreement, shall be kept confidential by the
recipient. Any such proprietary information shall be protected by the
recipient from disclosure to others with at least the same degree of
care as that which is accorded to its own proprietary information but
in no event with less than reasonable care. Without limiting the
foregoing, Buyer expressly agrees that any know-how, designs,
engineering details and other data pertaining to any Product or portion
thereof, shall, without further need for designation, be deemed
proprietary and confidential information of Quantum under this Section
19. The foregoing shall not apply to information which is generally
known and available in the public domain through no fault of the
recipient.
20. TRADEMARKS AND TRADE NAMES
(a) Usage of Quantum Marks. Any and all uses by Buyer of the
Marks must be in accordance with Quantum's policies and
guidelines for use of its Marks as set forth in Exhibit A.
Quantum may alter or replace its Marks or may revise its
policies and guidelines related thereto by sending Buyer
amendments to Exhibit A. Such policies and guidelines shall
become effective, and shall be adhered to by Buyer within (90)
days of Buyer's receipt thereof. Buyer may continue to utilize
and distribute product and marketing material in inventory
and/or in process at the time of the receipt of an amendment
to Exhibit A that renders such product or marketing material
nonconforming with the amended Exhibit A, provided that Buyer
remains in compliance with the other terms of this Agreement
and provided that Buyer shall use best commercially reasonable
efforts to conform any such product or marketing material to
the Quantum trademark policies and guidelines then in effect.
(b) Trademark License. Seller hereby grants Buyer, during the term
of this Agreement, a non exclusive, worldwide license to use
the Quantum Marks (hereinafter, the "Marks") set forth more
particularly in Exhibit A on products sold by Buyer that
include Product and on packaging and marketing materials for
such products in the manner set forth herein.
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Agreement No. 550
(c) Quality Control. From time to time, as reasonably requested by
Quantum, Buyer shall provide Quantum with samples, or access
to samples, as appropriate, of the products of Buyer, and any
associated packaging and marketing materials, bearing the
Marks. Buyer shall not use the Marks in a manner or on
products of quality that detracts from the goodwill associated
with the Marks and shall conform to Quantum's reasonable
directions regarding the use of the Marks.
(d) No contest. Buyer hereby recognizes Quantum's exclusive
worldwide ownership of the Marks and the renown of such Marks.
Buyer will not take any action inconsistent with such
ownership and further acknowledges that any goodwill
established by its use of the Marks shall inure to the sole
benefit of Quantum. Upon Quantum's request, and at Quantum's
expense, Buyer shall provide Quantum with reasonable support
in policing the use of the Marks and Protecting such Marks.
LICENSED MARKS:
DLT(TM)
DLTtape(TM)
USE OF MARKS:
Specify: Form, appearance, placement, etc. of marks on
Products and use in advertising materials.
21. EXPORT
Buyer will not export, directly or indirectly, any Product or related
information without first obtaining all required licenses and approvals
from the appropriate government agencies.
22. GENERAL
(a) This Agreement shall be governed by and interpreted under the
laws of the State of California without reference to conflict
of laws principle. All disputes arising out of this Agreement
shall be subject to the exclusive jurisdiction of the federal
and state courts within Santa Xxxxx County, California and the
parties agree and submit to the personal and exclusive
jurisdiction and venue of those courts. Quantum shall not be
liable for any loss, damage or penalty resulting from delays
or failures in performance resulting from acts of God,
supplier delay or other causes beyond Quantum's reasonable
control. Buyer shall not assign or sublicense this Agreement
nor any right or license hereunder without the prior written
consent of Quantum, and in any event any assignment permitted
hereunder shall be subject to the written consent of the
assignee to all the terms and provisions of this Agreement. No
modification to this Agreement, nor any waiver of any rights,
shall be effective unless assented to in writing by the party
to be charged. The waiver of any breach or default shall not
constitute a waiver of any other right hereunder or any
subsequent breach or default. The prevailing party in any
legal action hereunder shall be entitled to reimbursement of
its expenses including, without limitation, reasonable
attorney's fees. Any required notices hereunder shall be given
in writing at the address of each party set forth herein, or
to such other address as either party may substitute by
written notice to the other in the manner contemplated herein,
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Agreement No. 550
and shall be deemed served when delivered, or if delivery is
not accomplished by reason or some fault of the addressee,
when tendered. This Agreement constitutes the entire and
exclusive Agreement between the parties hereto with respect to
the subject matter hereof.
(b) Rights and Remedies. All rights and remedies conferred by this
Agreement, or by law, are cumulative and may be exercised
singly or concurrently. If any provision of this Agreement is
held invalid by any law or regulation of any government or by
any court, such invalidity shall not affect the enforceability
of any other provisions hereof.
(c) Independent Contractors. The relationship of Quantum and
Buyer established by this Agreement is that of independent
contractors, and nothing contained in this Agreement shall be
construed to (i) give either party the power to direct and
control the day-to-day activities of the other, (ii)
constitute the parties as partners, joint venturers, co-owners
or otherwise as participants in a joint or common undertaking,
or (iii) allow Buyer to create or assume any obligation on
behalf of Quantum for any purpose whatsoever. All financial
obligations associated with Buyer's business are the sole
responsibility of the Buyer. All sales and other agreements
between Buyer and its customer are Buyer's exclusive
responsibility and shall have no effect on Buyer's obligations
under this Agreement. Buyer shall be solely responsible, and
shall indemnify and hold Quantum free and harmless from, any
and all claims, damages or lawsuits (including Quantum's
attorneys fees) arising out of the acts of Buyer, its
employees or its agents.
(d) Sale Conveys No Right to Manufacture or Copy. The Products are
offered for sale and are sold by Quantum subject in every case
to the condition that such sale does not convey any license,
expressly or by implication, to manufacture, duplicate or
otherwise copy or reproduce any of the Products. Buyer shall
take appropriate steps with its customers, as Quantum may
request, to inform them of and assure compliance with the
restrictions contained in this subsection.
(e) Notices. All Notices should be addressed to:
ATL Products, Inc. Quantum Corporation
0000 Xxxxx Xxxxxxxxxx Xxxxxx 000 XxXxxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx Attn: Manager, Corporate
(000) 000-0000 Telephone Contracts
(000) 000-0000 Facsimile (000) 000-0000
(000) 000-0000
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Agreement No. 550
By signing below, Buyer and Quantum mutually acknowledge that it has read,
understands, and agrees to be bound by the terms and conditions of this
Agreement and that the person signing is duly authorized to do so.
QUANTUM CORPORATION ATL PRODUCTS, INC.
Signed: /s/ Xxxxxxx Xxxxx Signed: /s/ Xxxxx X. Xxxx
---------------------------- ----------------------------
By: Xxxxxxx Xxxxx By: Xxxxx X. Xxxx
Title: Executive Vice President, Title: President,
Worldwide Sales ATL Products, Inc.
Date: August 28, 1996 Date: Aug. 1, 1996
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Agreement No. 550
EXHIBIT A
TAPE LIBRARY OEM PRODUCT
* TO BE COMPLETED BY QUANTUM *
---------------------------------------------------------------------
PRODUCT QUANTUM PRODUCT UNIT PRICE WARRANTY OUT-OF-
PART SPECIFICATION PERIOD WARRANTY
NUMBER PRICING
---------------------------------------------------------------------
* TH5XA-HG [ ] [ ]
---------------------------------------------------------------------
* TH5XD-HG [ ] [ ]
---------------------------------------------------------------------
* TH3XD-HG [ ] [ ]
---------------------------------------------------------------------
* TH6XA-HG [ ] [ ]
---------------------------------------------------------------------
* TH6XB-HG [ ] [ ]
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
LICENSED MARKS:
DLT(TM)
DLTtape(TM)
USE OF MARKS:
Specify: Form, appearance, placement, etc. of marks on Products and use in
advertising materiaIs.
* CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION.
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Agreement No. 550
EXHIBIT B
BUSINESS PLAN
The objective of the Business Plan is to clearly define and establish the manner
in which Buyer shall remarket Quantum Products. Quantum recognizes the Tape
Library OEM authorization category as the following.
TAPE LIBRARY OEM Must provide integration of Quantum Product into
proprietary hardware substorage solution.
Provides consulting, requirements analysis,
configuration support, and all presales activities.
Responsible for distributing. customizing, and
support substorage hardware.
Must provide all maintenance, updates, training, and
post sales support.
The charge for the Added Value must be approximately
at least 30% above the list price of the Quantum
Products.
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Agreement No. 550
EXHIBIT B
BUSINESS PLAN
* TO BE COMPLETED BY ATL *
I. PROFILE
1. Company Name: ATL Products, Inc.
-------------------------------------------------------------
2. Headquarter Address: 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------
Phone: (000) 000-0000
--------------------------------------------------------------------
FAX: (000) 000-0000
----------------------------------------------------------------------
3. Key Contacts--
Primary Contact Xxxxxxx Xxxxxx Phone (000) 000-0000
----------------------------- -----------------
President or CEO Xxxxx X. Xxxx Phone (000) 000-0000
---------------------------- -----------------
Vice President Sales/Marketing Xxxx Xxxxx Phone (000) 000-0000
-------------- -----------------
Vice President Engineering Xxxxx Xxxxxxxx Phone (000) 000-0000
------------------ -----------------
Purchasing Xxxxx Xxxxxxxx Phone (000) 000-0000
---------------------------------- -----------------
FAX (000) 000-0000
----------------
FAX (000) 000-0000
----------------
FAX (000) 000-0000
----------------
FAX (000) 000-0000
----------------
FAX (000) 000-0000
----------------
Years Established -- Years in computer business -- Privately Held Company?
[ ] Yes [X] No. 1989
4. If less than 3 years old, write the former company name and address
(if applicable):
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Is Company a division/subsidiary/parent company* [X] Yes [ ] No (If yes,
please describe the relationship):
Wholly-Owned Subsidiary of Odetics, Inc.
--------------------------------------------------------------------------
5.
a.) Annual Sales Revenue of company's last fiscal year:
$ See attached annual report. Revenue % of Hardware 100%
---------------------------- ----------------------
Software 0% Service
------------------------ ---------------------------------
Breakdown% of Sales: End user 0% VARs/VADs 100%
----------- ----------------------
Distribution
--------------------------------------------------------------
Top Volume Distributors Do not sell through Distributors.
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Gross margins expected in selling Confidential Quantum products, by type
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of customer.
VARs/VADs Distribution End User
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b.) Total current number of employees per fimetion:
Engineering 29 Manufacturing 43 Sales 8
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Sales Support Marketing 9 Other (Specify) 7
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6. Describe Company's primary business (if necessary, use a separate piece of
paper): Designs and manufactures Automated Tape Libraries
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7. Please list the product names Company supports on Quantum Products (attach
a list of your trademarks if applicable):
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COMPANY CONFIDENTIAL
15
Agreement No. 550
EXHIBIT B
BUSINESS PLAN
II. PRODUCT MARKET
1. Added Value (include product name if appropriate)
Describe how Company's added value in this authorization category adds
value to Quantum Product. (Please use separate sheets if more space is
needed.)
ATL manufactures libraries in which all includes Quantum's DLT tape
drives.
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2. Describe the industry(ies) and specific application use within each
industry in which Company intends to market its product(s):
Across the marketplace for backup.
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3. Describe which system hardware and operating systems are compatible with
Company's products:
Open and proprietary systems.
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4. Party Products
Indicate the name, source, and purpose of any third party (non-Quantum)
hardware and/or software acquired by Company, or which Company has
acquired rights to remarket.
None.
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COMPANY CONFIDENTIAL
16
Agreement No. 550
EXHIBIT B
BUSINESS PLAN
III. SALES COVERAGE
1. Geographic Scope
List the geographies in which Company intends to remarket, also include
Company's planned method of sales and the number of people in the listed
geographies.
2. Supply annual forecast information in both orders and product mix broken
down by quarter. (As new Quantum Products are added, these will be
appended to the annual agreement).
Quarter 1 Revenue DLT(TM)2000XT
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Revenue DLT(TM)4000
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Revenue DLT(TM)7000
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Revenue DLT(TM)7000XP
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Revenue Media
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Quarter 2 Revenue DLT(TM)2000XT
------- -------
Revenue DLT(TM)4000
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Revenue DLT(TM)7000
------- -------
Revenue DLT(TM)7000XP
------- -------
Revenue Media
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Quarter 3 Revenue DLT(TM)2000XT
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Revenue DLT(TM)4000
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Revenue DLT(TM)7000
------- -------
Revenue DLT(TM)7000XP
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Revenue Media
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Quarter 4 Revenue DLT(TM)2000XT
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Revenue DLT(TM)4000
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Revenue DLT(TM)7000
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Revenue DLT(TM)7000XP
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Revenue Media
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PAGE 16
COMPANY CONFIDENTIAL
17
Agreement No. 550
EXHIBIT B
BUSINESS PLAN
IV. SUPPORT/SERVICES
1. Services and support
a. How does Company plan to provide post sales services? Include how Company
provides annual service agreements, call/screen handling, the type of
support and service (maintenance, disaster recovery, documentation,
consulting, training, installation, updates, warranty) and service data
base.
ATL Service.
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b. Please identify company's service contract.
VARs contract through ATL Service or ATL will provide service.
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PAGE 17
COMPANY CONFIDENTIAL
