EXHIBIT 10.1
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AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
This Amended Master Supply and Distribution Agreement ("Amended
Agreement") is made and entered into May 11, 2001 ("Effective Date"), by and
between PRESSTEK, Inc., a corporation organized and existing under the laws of
the State of Delaware, having an office and place of business at 00 Xxxxxxxxx
Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000 (hereinafter "PRESSTEK"), and XEROX
Corporation, a corporation organized and existing under the laws of New York,
having an office and place of business at 000 Xxxxxxxx Xxxx, Xxxxxxx Xxx Xxxx
00000 (hereinafter "XEROX").
STATEMENT
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PRESSTEK has developed a direct imaging technology for the formation of
images on printing plates from digital data using ablation plate and laser diode
imaging techniques, including related software and systems (the "PRESSTEK
ProFire Technology"). PRESSTEK is in the business of manufacturing and licensing
others to manufacture products incorporating the PRESSTEK ProFire Technology
and, in cooperation with various partners, has applied PRESSTEK ProFire
Technology to printing presses, platesetters and other products. XEROX is a
major manufacturer and seller of duplicating and graphic arts products.
On February 3, 2000, the parties entered into a non-binding Memorandum
of Understanding ("MOU") pursuant to which the parties have cooperated in the
demonstration of PRESSTEK - designed products and the XEROX [CONFIDENTIAL
TREATMENT REQUESTED]/*/ System at the DRUPA 2000 trade show.
On September 22, 2000, the parties entered into a Master Supply and
Distribution Agreement with respect to the production, marketing and commercial
distribution of three direct imaging presses and related consumables on a
co-branded basis ("Agreement"). The Agreement contemplated further negotiation
by the parties concerning Product support/service and other matters associated
with implementation.
The parties have completed the above-referenced negotiation as further
set forth herein, including the negotiation of an Amended Service Agreement
executed by the parties effective May 11, 2001 and attached hereto as Exhibit J
together with Exhibits J-1 through J-6 thereto ("Amended Service Agreement").
Accordingly, this Amended Agreement together with all Exhibits sets
forth the terms and conditions under which PRESSTEK will supply the agreed
products to XEROX for resale by XEROX on a co-branded basis.
Now, therefore, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. DEFINITIONS. As used herein, the following terms shall have the
following meanings, unless the context otherwise requires:
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
a. "Documentation" shall mean all written text including but
not limited to manuals, brochures, Specifications and software descriptions, in
electronic, printed and/or camera ready form, and related materials necessary
for marketing, support or use of the Products, including sales documentation,
service documentation, and customer documentation as further described herein.
b. "Maintenance Modifications" shall mean modifications to
Documentation and/or software components of the Products (including the object
code thereto) which correct Product Failures, support new releases of the
operating systems with which the code is designed to operate, support new
input/output (I/O) devices, or provide other updates and corrections necessary
to resolve customer problems as further described herein.
c. "Mandatory Retrofit" shall mean a retrofit necessary to
restore the Products to be in conformity with the Specifications, to render the
Products safe for use or to have the Products comply with applicable law.
d. "Product Failure" shall mean any error, unresolved problem,
or defect in the Product(s) caused by or resulting from (1) an incorrect
functioning of code or command files, or (2) an incorrect or incomplete
statement or diagram in the Documentation, if such error, problem, or defect
renders the code inoperable, causes the code to fail to meet the Specifications,
causes Documentation to be inaccurate or incomplete in any material respect,
causes incorrect results, or causes incorrect functions to occur in any material
respect when any such materials are used for their intended purposes.
e. "Products" shall mean the PAX Press, the SUN Press,
Consumables and Spares as hereinafter defined.
f. "Regulatory Agency" shall mean any regulatory agency or
other body, governmental or private, including but not limited to agencies
regulating product safety and/or electromagnetic emissions, the approval of
which is required for sale in North America and Europe with other regions to be
added by mutual consent.
g. "Spares" shall mean spare parts for the PAX Press or SUN
Press, and modifications, enhancements and improvements thereto which are made
pursuant to the terms of this Agreement.
h. "Specifications" shall mean the engineering, operational
and/or functional description of the Product(s) as set forth in the
specifications contained in Xxxxxxxx X, X0, X, X0, and D, as the same may be
amended by mutual agreement of the parties.
i. "Update" shall mean a bug fix or software release intended
in whole or in part to correct or avoid a software coding error. The term shall
also mean any other software release, revision or version (other than a
Maintenance Modification) which does not include bug fixes or changes to correct
a defect in the software component, and which PRESSTEK chooses to make available
to XEROX as part of the software component, either for free or at a price to be
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determined by PRESSTEK. All Updates will include all error corrections and
PRESSTEK shall use best efforts to ensure that Updates will be backwards
compatible with the previous consecutive hardware and software platform release.
j. "XEROX" shall mean, whether or not so specified and unless
the context otherwise requires, XEROX Corporation and XEROX Companies.
k. "XEROX Company" shall mean XEROX (Europe) Limited, Fuji
XEROX Co., Ltd., Modi XEROX Co., Ltd., and any entity which is owned or
controlled directly or indirectly by XEROX Corporation or by any of the
foregoing.
2. PRIOR AGREEMENTS. This Amended Agreement replaces, terminates and
supercedes any and all prior understandings and written agreements of the
parties with respect to the subject matter hereof, including without limitation
the MOU and the Agreement. This Amended Agreement is supplemented by a separate
and independent Confidentiality Agreement dated July 22, 1998 and attached
hereto as Exhibit A. The Confidentiality Agreement shall govern the exchange of
all confidential information between the parties in connection with the parties'
relationship pursuant to this Agreement.
3. PRODUCTS. Under the terms of this Agreement, PRESSTEK shall supply
and XEROX shall purchase the following Products (the PAX Press and the SUN Press
are referred to collectively as "Presses") for worldwide resale, lease,
distribution, servicing, and sublicense by XEROX to XEROX' customers under
mutually agreed terms and conditions:
a. PAX Press. An inline sheet-fed printing press of the B3
format size, manufactured by Adamovske Strojirny, a.s. of Xxxxxx, The Czech
Republic ("Adast") or such other third party as PRESSTEK and XEROX may agree in
writing from time to time, incorporating on-press direct imaging of plates using
the PRESSTEK ProFire Technology, such press including a four-color press and a
five-color press hereinafter identified as the PAX Press. The definition of "PAX
Press" shall include any and all presses which meet the foregoing description
during the term of this Agreement. The Specification for the PAX Press is
attached hereto as Exhibit B and Exhibit B1.
b. SUN Press. A four-color, sheet-fed printing press of the A3
format size manufactured by Ryobi Limited of Hiroshima, Japan ("Ryobi") or such
other third party as PRESSTEK and XEROX may agree in writing from time to time,
incorporating multi-print cylinder technology and on press direct imaging of
plates using the PRESSTEK ProFire Technology hereinafter referred to as the SUN
Press. The definition "SUN Press" shall include any and all presses which meet
the foregoing description during the term of this Agreement. The Specification
for the SUN Press is attached hereto as Exhibit C and Exhibit C1.
c. Consumables. Printing plates in roll form using PRESSTEK's
PEARLdry technology and PEARLdry cleaning towels (as identified in Exhibit D and
as modified, updated, revised and/or replaced with functionally equivalent
products pursuant to written agreement during the term hereof) which constitute
consumable products for use in the PAX Press and SUN
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Press ("Consumables"). The parties agree that XEROX may purchase consumable
products other than plates and cleaning towels identified in this Section, from
other third parties in its discretion. PRESSTEK shall have no liability,
warranty or service obligation for consumable products not supplied by PRESSTEK.
The Specification for Consumables is attached hereto as Exhibit D.
d. Specifications. The Specifications for the Products
attached hereto as Exhibits B, B1, C, C1 and D are the current specification for
the early customer configuration implementation of these Products. These
Specifications are subject to modification by PRESSTEK from time to time during
the ongoing testing and evaluation of these units in the exercise of its
reasonable engineering judgment, with timely notification to XEROX. During the
period of testing and evaluation: (a) PRESSTEK shall obtain XEROX' written
consent prior to implementing, changes in the Specification which affect form,
fit or function of the Products, and (b) XEROX shall have the right to request
modification of the current Specification subject to approval by PRESSTEK. In
the event any modification to the Specification increases the engineering or
manufacturing cost of the PAX Press or SUN Press, such cost increase shall be
borne by the party requesting the modification except as otherwise agreed by the
parties in writing and if such modification is proposed or requested by XEROX,
the parties agree to negotiate in good faith any and all proprietary rights
associated therewith. In the event the parties fail to reach written agreement
pursuant to this Section, PRESSTEK agrees that all rights in and ownership of
any writings, discoveries, innovations, inventions, patents, copyrights, trade
secrets, know-how, and other similar forms of intangible property or proprietary
information (collectively "Developed Intellectual Property") which relate to or
result from such modification request will reside with the party whose
employee(s) or agent(s) first conceived, or made, or reduced to a tangible
medium of expression the Developed Intellectual Property.
[CONFIDENTIAL TREATMENT REQUESTED]/*/
e. Commercial Availability. The provisions of this Amended
Agreement contemplate that the Products will be commercially available no later
than [CONFIDENTIAL TREATMENT REQUESTED]/*/ after receipt of Purchase Orders #
[CONFIDENTIAL TREATMENT REQUESTED]/*/ and [CONFIDENTIAL TREATMENT REQUESTED]/*/
issued by XEROX on [CONFIDENTIAL TREATMENT REQUESTED]/*/ (the "Available Date").
In the event that the Products are not commercially available until after the
Available Date, the time in which the parties' obligations must be performed as
stated herein shall be extended by an amount of time commensurate with the delay
in commercial availability, with the exception of payment of the Distribution
Fee; provided, however, that if Products are still not commercially available as
of [CONFIDENTIAL TREATMENT REQUESTED]/*/ after the Available Date, XEROX may
terminate this Amended Agreement without any further liability upon written
notice to PRESSTEK, and PRESSTEK shall refund any and all payments of the
Distribution Fee made by XEROX prior to the effective termination date. For the
purpose of this Agreement,
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
"commercially available" shall mean that conforming Product(s) are available to
be shipped and delivered to a customer with a lead time of (i) [CONFIDENTIAL
TREATMENT REQUESTED]/*/ for PAX Presses, (ii) [CONFIDENTIAL TREATMENT
REQUESTED]/*/ for SUN Presses, and (iii) [CONFIDENTIAL TREATMENT REQUESTED]/*/
days for Consumables.
f. Future Products. The parties contemplate that additional
PRESSTEK products may be added to the products referred to in this Section for
sale by XEROX on terms and conditions to be negotiated by the parties. It is the
intent of the parties that such additional products shall be added by addendum
to this Amended Agreement and that the terms and conditions of this Amended
Agreement shall apply to such additional products, except to the extent such
terms they are altered or modified in any such addendum.
4. DISTRIBUTION AGREEMENT FEE. In consideration of PRESSTEK's
investment in the development and acquisition of technology incorporated in the
PAX Press and the SUN Press, XEROX shall pay PRESSTEK a nonrefundable,
noncancelable (except as expressly provided herein) Distribution Agreement Fee,
in addition to any and all other payments called for by this Agreement. The
Distribution Agreement Fee shall be paid without regard to the quantity of
Products purchased by XEROX and without regard to the payment for such Products,
and without regard to whether XEROX's distribution rights are exclusive or
semi-exclusive. The fee shall be paid, in an amount to be calculated as follows:
a. Initial Term. XEROX shall pay PRESSTEK a Distribution
Agreement Fee equal to US $[CONFIDENTIAL TREATMENT REQUESTED]/*/ in quarterly
payments of $[CONFIDENTIAL TREATMENT REQUESTED]/*/ each, payable on March 15,
June 15, September 15, and December 15, in each of the calendar years
[CONFIDENTIAL TREATMENT REQUESTED]/*/.
b. Renewal Term. If the term of this Amended Agreement is
extended for an additional three-year term pursuant to the provisions hereof,
then XEROX shall pay PRESSTEK an additional Distribution Agreement Fee in the
amount of $[CONFIDENTIAL TREATMENT REQUESTED]/*/ to be paid as follows: XEROX
shall remit payments to PRESSTEK quarterly in amounts equal to [CONFIDENTIAL
TREATMENT REQUESTED]/*/% of each PRESSTEK invoice to XEROX for Products in the
immediately preceding calendar quarter beginning March 31, [CONFIDENTIAL
TREATMENT REQUESTED]/*/ and proceeding with quarterly invoices until payment is
complete. Payment shall be due within [CONFIDENTIAL TREATMENT REQUESTED]/*/ days
from receipt of a correct invoice.
5. CO-BRANDING AND TRADEMARKS. The Products to be supplied pursuant to
this Amended Agreement shall be co-branded and shall carry the XEROX name and
the PRESSTEK DI logo. The format in which the XEROX name and PRESSTEK DI logo
shall be applied to the PAX Press, the SUN Press, and packaging for Consumables
is shown in Exhibit E attached to this Agreement. Any changes in the manner of
application of the XEROX name, PRESSTEK DI logo and/or manufacturing company's
name (as set forth in subsection (b) below) shall be subject to written
agreement between the parties.
a. No Trademark/Tradename Usage. Except as provided in the
foregoing Subsection, nothing in this Amended Agreement shall authorize PRESSTEK
or XEROX to use any trademark and/or trade name of the other party without the
prior written consent of the other party. Any and all promotional materials used
by a party in the promotion, marketing and sale of
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
products pursuant to this Amended Agreement bearing a trademark of the other
party shall be subject to review and approval by the other party as to the form
and content of such use, such approval not to be unreasonably withheld,
conditioned or delayed. All rights and goodwill in the trademarks of either
party accruing as a result of the use of such trademark by the other party in
any country shall inure to the benefit of the party owning the trademark, and
the other party shall acquire no rights in any such xxxx by virtue of such use
pursuant to this Agreement.
b. Manufacturer's Xxxx. In addition to the XEROX and PRESSTEK
trademarks indicated above, the manufacturing company's name shall be placed on
the non-operator side of the Press in the formats set forth in Exhibit F.
6. EARLY CUSTOMER CONFIGURATION UNITS. PRESSTEK shall sell and XEROX
shall purchase early customer configuration units of the PAX Press and SUN Press
as follows:
a. Early customer configuration PAX Presses. PRESSTEK shall
sell and XEROX shall purchase twenty early customer configuration PAX Presses
which comply with mutually agreed-upon specifications for testing and
evaluation. The parties anticipate that each of the twenty early customer
configuration presses shall be five-color versions of the PAX Press and none
shall be four-color versions of the PAX Press. The terms and conditions of such
sale shall be as follows:
(i) The price for the early customer configuration
units of the PAX Press shall be $[CONFIDENTIAL TREATMENT REQUESTED]/*/
each for the five-color press and $[CONFIDENTIAL TREATMENT
REQUESTED]/*/ each for the four-color press.
(ii) Delivery terms for such sales shall be as set
forth in Section 9.
(iii) In addition to the payment for early customer
configuration Presses, XEROX shall pay PRESSTEK a service/upgrade fee
in the amount of $[CONFIDENTIAL TREATMENT REQUESTED]/*/, which shall be
invoiced in two parts: $[CONFIDENTIAL TREATMENT REQUESTED]/*/ on March
30, 2001, and $[CONFIDENTIAL TREATMENT REQUESTED]/*/ on June 30, 2001.
Such invoices shall be payable net [CONFIDENTIAL TREATMENT
REQUESTED]/*/ from XEROX' receipt of PRESSTEK's correct invoice in
accordance with the foregoing. In consideration of such service/upgrade
fee and at no further cost to XEROX or customers, PRESSTEK shall
deliver, install and provide pre-press and press customer training (as
identified in Exhibit G and Exhibit J-3 of the Amended Service
Agreement) for the [CONFIDENTIAL TREATMENT REQUESTED]/*/ customer
configuration PAX Presses and provide Services (as defined in the
Amended Service Agreement) for the [CONFIDENTIAL TREATMENT
REQUESTED]/*/ customer configuration PAX units for a period of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ after the date of installation
and shall upgrade such [CONFIDENTIAL TREATMENT REQUESTED]/*/ customer
configuration PAX Presses to production performance levels and full
compliance with the Specifications at the conclusion of [CONFIDENTIAL
TREATMENT REQUESTED]/*/ configuration testing and evaluation, the
foregoing at such
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
locations as XEROX may direct in its discretion. Delivery of upgrade
components shall be made at the expense of PRESSTEK.
(iv) Xerox has issued Purchase Orders [CONFIDENTIAL
TREATMENT REQUESTED]/*/ and [CONFIDENTIAL TREATMENT REQUESTED]/*/ for
[CONFIDENTIAL TREATMENT REQUESTED]/*/ PAX and [CONFIDENTIAL TREATMENT
REQUESTED]/*/ SUN units. Xerox has remitted payment of $[CONFIDENTIAL
TREATMENT REQUESTED]/*/ on Presstek invoices SIE/10000547 and
SIE/10000574, and such payment constitutes an advance against the
invoices to be issued for the [CONFIDENTIAL TREATMENT REQUESTED]/*/ PAX
and SUN [CONFIDENTIAL TREATMENT REQUESTED]/*/ configuration units
ordered. Xerox shall issue purchase orders for the remaining
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Adast units. Payment of invoices
for the balance due and owing for such [CONFIDENTIAL TREATMENT
REQUESTED]/*/ configuration PAX Presses shall be remitted by XEROX
[CONFIDENTIAL TREATMENT REQUESTED]/*/ following receipt by XEROX of
PRESSTEK's correct invoice.
b. [CONFIDENTIAL TREATMENT REQUESTED]/*/ configuration SUN
Presses. PRESSTEK shall sell and XEROX shall purchase [CONFIDENTIAL TREATMENT
REQUESTED]/*/ configuration SUN Presses for testing and evaluation at a price of
$[CONFIDENTIAL TREATMENT REQUESTED]/*/ each. PRESSTEK shall deliver the
[CONFIDENTIAL TREATMENT REQUESTED]/*/ configuration SUN Presses in [CONFIDENTIAL
TREATMENT REQUESTED]/*/ 2001. The [CONFIDENTIAL TREATMENT REQUESTED]/*/
configuration SUN Presses shall be invoiced when they are shipped and payment
terms for the configuration SUN Presses shall be [CONFIDENTIAL TREATMENT
REQUESTED]/*/ following Xerox' receipt of PRESSTEK's invoice therefor, which
invoice shall be issued no earlier than shipment of such Presses. Title to the
SUN Presses and risk of loss shall pass to [CONFIDENTIAL TREATMENT
REQUESTED]/*/.
c. DRUPA "Potential Customer" List. PRESSTEK shall provide
XEROX all information concerning the "intent to buy" list generated at DRUPA
2000 and thereafter and all rights to such list. The customers on such list
expressing their intent to buy shall become potential customers of XEROX for
XEROX sales of the PAX and SUN presses and XEROX shall take full responsibility
for communication and contracting with such customers.
d. Invoice Rejection. If any invoice received by XEROX is not
"correct" as to units purchased and price, XEROX shall notify PRESSTEK in
writing within ten (10) business days of receipt of the invoice. Such invoices
shall be deemed correct and accepted if PRESSTEK is not notified within such
period. PRESSTEK will promptly deliver a corrected invoice.
7. COMMERCIAL PRODUCTION. After completion of the early customer
configuration Presses pursuant to Section 6 above, PRESSTEK shall sell to XEROX
and XEROX shall purchase commercial production of the PAX Press and SUN Press as
follows:
a. Product Pricing. The price of the PAX Press, SUN Press and
Consumables shall be as set forth in Exhibit G attached to this Agreement. The
price of such Products shall be firm for the term hereof, subject to the
parties' semi-annual review and commercially reasonable efforts to reflect
manufacturing cost changes, currency fluctuations and any cost changes pursuant
to written modification. Any changes in prices for Products shall apply
prospectively and shall not apply to four-month, noncancelable firm orders.
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
b. [CONFIDENTIAL TREATMENT REQUESTED]/*/
c. Specification. Upon release to production of the PAX Press
and SUN Press the Products shall be manufactured pursuant to the Specification
developed by PRESSTEK in cooperation with XEROX and agreed upon by the parties
hereunder as further set forth in Xxxxxxxx X, X0, X, X0, X, X and F. PRESSTEK
shall provide drafts of any changes anticipated in the Specification to XEROX as
they are developed prior to release to production of any Product. The
Specification shall be subject to modification (in order to improve
manufacturing or operating efficiencies or overall system performance) as agreed
by the parties in writing.
d. Product Changes. The Product(s) delivered hereunder shall
incorporate the latest improvements implemented by PRESSTEK, subject to XEROX'
prior written agreement. In requesting such approval, PRESSTEK shall inform
XEROX, in writing, of the date of the proposed incorporation of such changes
into the Product(s) and description of changes affecting the:
(i) Form (external appearance of finished Product(s)
or piece parts, or external dimensions, dimension tolerances or shape);
(ii) Fit (provisions for mounting; changes to
mounting holes, holes for mounting shipping restraints, or holes or
fittings for mounting accessory or optional features; changes in the
dimension or shape of internal spaces available for customer use;
changes affecting the interchangeability of parts, electrical or other
power and environmental requirements);
(iii) Function (changes in the Specification,
Product(s) performance, or any changes affecting Product(s)
reliability); and/or
(iv) Compatibility of the Product(s) (changes to or
which affect Product(s) operation or Product(s) Spares, internal logic
or timing which might affect application of the Product(s), part number
or configuration dash number of parts which can be replaced in the
field, the interchangeability of Spares, service documentation which
might affect a customer's application for the Product(s)).
XEROX shall respond within [CONFIDENTIAL TREATMENT REQUESTED]/*/ to each
engineering change order received from PRESSTEK requesting Product(s) changes
indicating its acceptance or rejection of such change.
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
e. Effect of Changes. In the event that any change in the
form, fit or function or Specification of any Product(s) in order to comply with
mutually agreed upon requirements or standards other than Mandatory Retrofits
results in a significant increase or decrease in the cost of such Product(s), or
in the length of time required for the manufacture or delivery thereof, an
equitable adjustment to the price of such Product(s) or agreed upon shipping
date or both shall be made by the parties pursuant to good faith negotiations.
f. Mandatory Retrofits. PRESSTEK shall promptly notify XEROX
of the need for any Mandatory Retrofits and work with XEROX to establish a
mutually agreeable schedule for installing the foregoing. [CONFIDENTIAL
TREATMENT REQUESTED]/*/. The parties will use best efforts to minimize the cost
of implementation of Mandatory Retrofits.
g. Schedule for Changes. Any changes made by PRESSTEK and
accepted by XEROX pursuant to this Article shall be implemented in accordance
with a schedule mutually agreed upon in the written notification of change. Such
changes shall be incorporated into Product(s) shipped pursuant to Purchase
Orders received by PRESSTEK after XEROX approved such changes. If applicable,
the serial number of the first such changed Product(s) shall be identified to
XEROX and PRESSTEK agrees that all Product(s) with serial numbers greater than
such serial number shall incorporate such changes.
h. Consumables Inventory. At the commencement of the
Agreement, PRESSTEK shall compile a Consumables inventory, such inventory to be
PRESSTEK's estimate of the Consumables reasonably necessary for the Customer
installation base. During such time that PRESSTEK is Shipping Consumables
directly to Customer, as set out in i, below, PRESSTEK shall at all times
maintain an adequate inventory of each Consumable, at no cost to XEROX, and use
this supply of Consumables solely for shipment to XEROX or its customers as
emergency Consumables, when requested. Shipment of emergency Consumables shall
be made as promptly as practicable but not more than [CONFIDENTIAL TREATMENT
REQUESTED]/*/ of XEROX' or customer's written request to PRESSTEK.
i. Consumables Shipping. Through [CONFIDENTIAL TREATMENT
REQUESTED]/*/, PRESSTEK shall receive orders for Consumables from Xerox and will
ship such Consumables directly to Customers so identified by Xerox, in
accordance with mutually agreed billing and payment terms. No later than
[CONFIDENTIAL TREATMENT REQUESTED]/*/, the parties shall negotiate and agree on
Consumables shipping beyond [CONFIDENTIAL TREATMENT REQUESTED]/*/.
j. Obsolete Inventory. In the event of changes to Product(s),
PRESSTEK shall re-purchase from XEROX all Spares and Consumables which are in
XEROX' inventory and which have become obsolete as a result of any change to
Product(s), other than a Product(s) change requested by XEROX. The foregoing
shall not apply to Spares or Consumables which are outside the warranty period
or have a shelf date more than [CONFIDENTIAL TREATMENT REQUESTED]/*/ from
shipment.
k. Final Order Opportunity. In the event that XEROX rejects a
proposed change to Products and notwithstanding any provision herein to the
contrary, XEROX shall have
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/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
the opportunity to place a final order for units of Product at the current
applicable price(s) and Specification(s) to be delivered over a negotiated
period of time.
l. XEROX Change Requests. XEROX shall have the right to
request modification of the Specification, which modifications shall be subject
to approval by PRESSTEK, such approval not to be unreasonably withheld. Any such
modification to the Specification which increases the engineering or
manufacturing cost of the Press shall result in an increase in the price of the
Press by an amount reasonably related to the cost of such increase and such
increase shall be borne by XEROX, unless otherwise agreed by the parties in
writing. In the event the parties fail to reach written agreement pursuant to
this Section, PRESSTEK agrees that all rights in and ownership of any writings,
discoveries, innovations, inventions, patents, copyrights, trade secrets,
know-how, and other similar forms of intangible property or proprietary
information (collectively "Developed Intellectual Property") which relate to or
result from such modification request will reside with the Party whose
employee(s) or agent(s) first conceived, or made, or reduced to a tangible
medium of expression the intellectual property. [CONFIDENTIAL TREATMENT
REQUESTED]/*/. PRESSTEK shall not be required to undertake implementation of any
modification requested or proposed by XEROX in the absence of a development
agreement satisfactory to PRESSTEK.
m. Press Packaging. PRESSTEK shall deliver PAX Presses and SUN
Presses appropriately packaged and addressed for shipment at such time and by
such carrier and to such destination as specified by XEROX in shipment releases
transmitted to PRESSTEK pursuant to this Agreement.
n. Consumables Packaging. Consumables shall be sold to XEROX
appropriately packaged, ex works Hudson, New Hampshire.
o. Payment. Payment for Products sold to XEROX pursuant to
this Amended Agreement shall be due to PRESSTEK [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days from the date of XEROX' receipt of PRESSTEK's correct invoice
or from the date of product shipment, whichever is later.
In addition to payment for Products, XEROX will provide to
PRESSTEK a one time payment of $[CONFIDENTIAL TREATMENT REQUESTED]/*/, (the
"Lead-Time Payment"), which shall fund long lead items and works in progress to
enable [CONFIDENTIAL TREATMENT REQUESTED]/*/ lead times for the PAX Presses. The
Lead-Time Payment will be non-refundable and non-cancelable, but creditable, as
discussed below. The Lead-Time Payment will be made in [CONFIDENTIAL TREATMENT
REQUESTED]/*/ equal payments of $[CONFIDENTIAL TREATMENT REQUESTED]/*/ to be
paid in the [CONFIDENTIAL TREATMENT REQUESTED]/*/, respectively, and which shall
be due to PRESSTEK [CONFIDENTIAL TREATMENT REQUESTED]/*/ after XEROX' receipt of
PRESSTEK's correct invoice. The Lead-Time Payment will be applied to the last
orders placed as this Amended Agreement expires. By way of illustration, if, at
the time of the termination of this Amended Agreement, PRESSTEK issues to XEROX
a final invoice for Products, XEROX will receive a
-10-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
credit for the amount of the Lead-Time Payment received by PRESSTEK, and the
final invoice will be reduced accordingly. If the final invoice is for an amount
that is less than the amount of the Lead-Time Payment received by PRESSTEK,
PRESSTEK will pay to XEROX an amount equal to the amount of the Lead-Time
Payment received by PRESSTEK minus the amount of the final invoice.
8. DEMO PRODUCTS. During the early customer configuration and
commercial availability periods hereunder, XEROX may elect to make one five
color PAX Press and one SUN Press available to PRESSTEK for customer
demonstration purposes at PRESSTEK's facility. The parties agree to negotiate in
good faith terms and conditions concerning such provision of demo units
hereunder, such terms and conditions to include services provided by PRESSTEK
and scope of use of such Products. The parties agree that such loan of demo
units by XEROX to PRESSTEK will constitute a bailment, and that all right, title
and interest in and to such demo units will remain in Xerox at all times.
PRESSTEK will not substitute any property for the XEROX demo units, or use such
demo units except per XEROX' written direction or consent. While in PRESSTEK's
custody or control such demo unit(s) will be plainly marked or otherwise
identified as "Property of Xerox Corporation", held at PRESSTEK'S sole risk, and
kept insured by PRESSTEK at its own expense in an amount equal to the then
current replacement cost with loss payable to XEROX. PRESSTEK will return such
demo unit(s) to XEROX immediately upon demand. XEROX consents to use of demo
unit(s) by PRESSTEK for demonstration and Xerox customer training purposes
during the bailment, provided that XEROX' requirements for access to or
availability of such demo unit(s) will be given priority over such use by
PRESSTEK and/or any other use authorized in writing by Xerox.
During customer demonstrations, as set out above, Presstek and Xerox will be
responsible for the following respective items together with all charges and
costs incurred in connection therewith:
(a) Presstek shall: [CONFIDENTIAL TREATMENT REQUESTED]/*/
(b) Xerox shall: [CONFIDENTIAL TREATMENT REQUESTED]/*/
9. DELIVERY/PASSAGE OF TITLE & RISK OF LOSS. Title and risk of loss for
all Presses and Spares shall pass to Xerox (a) [CONFIDENTIAL TREATMENT
REQUESTED]/*/, in the case of shipments made by sea, and (b) [CONFIDENTIAL
TREATMENT REQUESTED]/*/, in the case of all shipments by road or rail which are
not intended for lading on any vessel, and (c) in the event of shipment by air,
pursuant to the parties' subsequent written agreement. PRESSTEK shall use such
carriers, freight forwarders, and Customhouse brokers as specified by Xerox.
PRESSTEK will book freight on a "Freight Collect, Third Party Billing to Xerox"
basis, with service from the point of title transfer as defined above to the
final door of destination (eg. For ocean, port to door service), allowing the
-11-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
carriers to xxxx Xerox directly for the entire move. Xerox shall act as the
importer of record for the purposes of U.S. Customs clearance, and shall pay all
duties, taxes, and brokerage fees associated with the importation of the goods.
PRESSTEK will provide such technical information as required by Xerox for the
purposes of Customs classification and all necessary regulatory declarations.
[CONFIDENTIAL TREATMENT REQUESTED]/*/ subject to the further terms and
conditions of a separate agreement to be negotiated by the parties. PRESSTEK
shall furnish XEROX and/or Xerox' designated Customhouse broker and/or freight
forwarder with a pro forma or commercial invoice, showing the price to be paid
by Xerox for each shipment of Presses and Spares, and separately itemizing any
freight, insurance, or other transportation charges which PRESSTEK may have
prepaid on Xerox' behalf. Such freight, insurance or other transportation
charges shall be stated at PRESSTEK's cost, without any markup or other charge.
The invoice shall be addressed to the Xerox company which issued the purchase
order for the Presses/Spares, or as directed by Xerox.
10. QUALITY ASSURANCE. PRESSTEK and its manufacturers shall provide the
following quality assurance.
a. Quality Requirements. All Product(s) produced and delivered
to XEROX shall fully comply with the Specifications as further set forth herein.
Reliability of Product(s) shall meet or exceed the requirements of such
Specifications.
b. ISO 9000 Quality Systems Registration Requirements.
PRESSTEK and/or its manufacturers will use commercially reasonable efforts to
have a quality system which is registered to ISO 9001 and ISO 9000-3 (TC176
Approved equivalent) or is in the process of obtaining such registration. Any
costs associated with obtaining the initial registration or maintenance thereof
shall be the sole responsibility of PRESSTEK. To the extent that PRESSTEK and/or
its manufacturers do not comply with the foregoing requirement, PRESSTEK and/or
its manufacturers shall comply with the XEROX Quality Assurance Requirements
("EIQP") and complete a survey to confirm such compliance. Existing
PRESSTEK/manufacturer quality procedures which totally comprehend any quality
plan elements may be used to satisfy the plan and will become the basic
operating document for assuring compliance to XEROX' quality requirements.
PRESSTEK and/or its manufacturers agree to develop a corrective action plan
within thirty (30) days for any shortfalls identified in compliance as a result
of such survey, which action plan shall be implemented within a mutually
agreeable time.
c. Acceptance Inspection. XEROX shall have the right to
conduct, at its expense at PRESSTEK'S and/or its manufacturer's facility, an
acceptance inspection of the Product(s) to ensure compliance with the
Specifications. PRESSTEK agrees that it shall correct any nonconforming Product
that has been rejected as a result of acceptance inspection by a method mutually
agreed by the parties. All Product(s) corrected by PRESSTEK pursuant to this
-12-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
Section shall be subject to all quality assurance and inspection requirements in
accordance with the provisions hereof.
d. Source Verification. XEROX shall have the right to conduct,
at its expense, source verification activities, in accordance with the PRESSTEK
Quality Assurance Procedures set forth in Exhibit H at PRESSTEK and third party
manufacturing sites for Products. XEROX must provide notification of intent to
perform a source verification to PRESSTEK a minimum of 2 weeks prior to the
requested source verification date. XEROX may elect to establish a fixed source
verification date by month, quarter, biannually or annually. PRESSTEK shall have
the right to attend all source verifications at its manufacturers' location(s).
All source verifications will be conducted and reported based on the acceptance
inspection criteria set forth in this Section and Exhibit H.
11. ORDERING/FORECAST PROCEDURE. The parties shall follow the following
ordering and payment procedure with regard to Products.
a. Purchase Orders. XEROX shall provide PRESSTEK a rolling
forecast for [CONFIDENTIAL TREATMENT REQUESTED]/*/ Press shipment requirements,
with the [CONFIDENTIAL TREATMENT REQUESTED]/*/ representing firm, noncancelable
orders and the balance of the forecast consisting of non-binding information
provided for planning purposes only except as expressly further set forth in
this Section. Changes to this [CONFIDENTIAL TREATMENT REQUESTED]/*/ forecast may
be submitted [CONFIDENTIAL TREATMENT REQUESTED]/*/ to PRESSTEK in which
[CONFIDENTIAL TREATMENT REQUESTED]/*/ may be increased or decreased by
[CONFIDENTIAL TREATMENT REQUESTED]/*/% and [CONFIDENTIAL TREATMENT REQUESTED]/*/
and beyond may be reduced by up to [CONFIDENTIAL TREATMENT REQUESTED]/*/% or
increased up to manufacturing line capacity(currently [CONFIDENTIAL TREATMENT
REQUESTED]/*/ units per month). PRESSTEK will make every effort to accommodate
requested [CONFIDENTIAL TREATMENT REQUESTED]/*/ shipment increases that have
less than [CONFIDENTIAL TREATMENT REQUESTED]/*/ notification. XEROX will submit
a new order/forecast outlining the next [CONFIDENTIAL TREATMENT REQUESTED]/*/
Press shipment requirements on or before the [CONFIDENTIAL TREATMENT
REQUESTED]/*/ of each month. Each such forecast/order shall specify the Presses
and features desired and the quantity and month of delivery requested. For the
[CONFIDENTIAL TREATMENT REQUESTED]/*/ of the forecast period, XEROX will
designate the Press with adequate specificity so that the Press can be fully
manufactured [CONFIDENTIAL TREATMENT REQUESTED]/*/; the forecast for the next
[CONFIDENTIAL TREATMENT REQUESTED]/*/ of the forecast period shall be in
adequate detail to order parts and components for the manufacture of such
Presses; and the forecast for the last [CONFIDENTIAL TREATMENT REQUESTED]/*/ of
the forecast period shall be sufficient for the ordering of long-lead time parts
and components for such Presses. The parties shall cooperate fully with one
another in the formulation of such descriptions.
b. Shipment Releases. A shipment release document, which
specifies the shipping address of Presses ordered, is required by the
[CONFIDENTIAL TREATMENT REQUESTED]/*/ of the requested shipping month. If XEROX
fails to provide shipment releases for Presses which are the subject of firm
orders pursuant to this Subsection by the end of the month during which the
Presses are scheduled for shipment, PRESSTEK may ship such Presses to a default
address or consign the Presses to an isolated location at the manufacturing
facility or to a bonded warehouse and invoice XEROX for the final payment for
such Presses. Payment for such Presses shall be due pursuant to the payment
terms of this Amended Agreement from the date of XEROX' receipt of correct
invoice without regard to the actual date of shipment. Such products shall be
stored in a facility agreed to between the parties, [CONFIDENTIAL TREATMENT
REQUESTED]/*/.
-13-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
c. Payments for Presses. All payments are due following XEROX'
receipt of a correct invoice, subject to the provisions of Section 7(n). To the
extent PRESSTEK has not received payment when due, PRESSTEK may suspend its
obligations to manufacture and deliver the Press for which payment is due but
not received.
d. Anything in this Section to the contrary notwithstanding,
PRESSTEK shall not be deemed in breach of its obligations to deliver Presses
pursuant to this Amended Agreement if PRESSTEK is prevented from doing so by
reason of any circumstance or occurrence constituting force majeure pursuant to
the terms of Section 36 of this Agreement.
12. WARRANTY.
a. Products/Parts. Upon delivery of each Press pursuant to
this Agreement, PRESSTEK warrants and represents to XEROX that for a period of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ from the date of PRESSTEK's installation
at the customer location, but in no event more than [CONFIDENTIAL TREATMENT
REQUESTED]/*/ after the date of shipment to XEROX, whichever is sooner, Presses
shall be free from material defects in materials and workmanship and shall
substantially perform in accordance with the Specifications for such Press.
PRESSTEK shall repair or replace any defect in Product parts, without charge for
the parts, for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ from the date
of installation at the customer location but in no event more than [CONFIDENTIAL
TREATMENT REQUESTED]/*/ after the date of shipment to XEROX for such Press,
whichever is sooner, and PRESSTEK's standard labor charges shall apply to such
repair/replacement services performed following expiration of the [CONFIDENTIAL
TREATMENT REQUESTED]/*/ period set forth above. In fulfillment of the parts
warranty obligation, PRESSTEK may, at its option and expense, replace the entire
system (or sub-system) if such replacement is deemed more cost effective and/or
more expeditious. With respect to early customer configuration units, the
warranty set forth in this Section 12(a) shall commence following expiration of
the [CONFIDENTIAL TREATMENT REQUESTED]/*/ period set forth in Section 6(a)(iii)
(or, for early customer configuration units installed at beta sites and
receiving Services pursuant to Section IV.9 of the Service Agreement, following
the expiration of both the [CONFIDENTIAL TREATMENT REQUESTED]/*/ period
referenced in Section IV.9 of the Service Agreement and the [CONFIDENTIAL
TREATMENT REQUESTED]/*/ period referenced in Section 6(a)(iii) hereof).
b. Additional Warranties. PRESSTEK further warrants and
represents that: (i) it has good and marketable title to all Product(s)
delivered hereunder and that all units of Product(s) shall be free and clear of
all liens, encumbrances, security interests; and (ii) it has the right to convey
to XEROX the rights respecting Product(s) granted in this Agreement; and (iii)
software and firmware shall be free in all material respects from program errors
and conform with applicable Specifications for a period of [CONFIDENTIAL
TREATMENT REQUESTED]/*/ from the date of installation at the customer location
but in no event more than [CONFIDENTIAL TREATMENT REQUESTED]/*/ after the date
of shipment to XEROX for such Press, whichever is sooner; and (iv)
Software/firmware media, if any, shall be materially free from defects in
workmanship and materials for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/
from delivery to the customer location; (v) except as otherwise agreed by the
parties, Products shall be manufactured from new parts; and (f) Consumables
shall be free from material defects in
-14-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
materials and workmanship and shall substantially perform in accordance with the
Specifications for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ from date
of shipment.
c. Systemic Defects Definition. "Systemic Defects" shall mean
a defect in the design, materials, or manufacturing which occurs in identical or
substantially similar form or from a substantially similar cause (i) in at least
twenty (20) percent of the units of Product delivered, when less than 100 units
are delivered in any particular sixty (60) day period; or (ii) in at least ten
(10) percent of the units of Product delivered, when 100 or more units are
delivered in any sixty (60) day period; or (iii) more than ten (10) percent of
the units of Product(s) which are in XEROX' inventory or which are installed at
customer locations.
d. Systemic Defects. Notwithstanding the warranty requirements
and conditions set forth in this Section, PRESSTEK will undertake without charge
and without delay to promptly remedy any Systemic Defect in all affected
Product(s) in inventory or in the field, by delivering to XEROX a replacement
Product(s) or otherwise correct the defect as agreed upon by the parties.
PRESSTEK shall not be required to cure any Systemic Defect for any Product(s)
which have been subjected to accident, negligence, misuse, alteration,
modification, tampering or causes other than ordinary use. At XEROX' request,
PRESSTEK shall provide to XEROX kits containing the necessary software or
hardware to correct the Systemic Defect for all affected units of Product(s) or,
if XEROX reasonably believes it is probable that the Systemic Defect will affect
at least substantially all units of Product(s) then located either at customer
locations or in XEROX' inventory, PRESSTEK shall provide at its' expense XEROX
with the kits for all such units of Product(s).
e. Warranty Obligations. During the applicable warranty
periods set forth herein, the liability of PRESSTEK under the warranty set forth
in this Section shall be limited to the following: (i) as PRESSTEK may elect,
with respect to hardware components of the Products, within fifteen business
days of XEROX' notice of the defect or nonconformity and at PRESSTEK's sole
expense, either (a) to repair or make nonconforming parts or Products
conforming; or (b) to replace nonconforming parts or Products with conforming
parts or Products; and (ii) with respect to the software portion of the Products
and at PRESSTEK's sole expense, PRESSTEK shall use best efforts based on the
severity of the problem in accordance with industry standards to correct errors
or provide workarounds or obtain such services from third party software vendors
within the time periods set forth in Exhibit J.
f. Warranty Disclaimer. This warranty shall apply only to
Presses which have been installed by PRESSTEK or XEROX authorized personnel and
shall not apply to Products which have been misused or used in an unauthorized
or improper manner without following normal operating procedures. The foregoing
warranty shall not apply to adjustment, modifications, replacements or repair,
or increases in maintenance service time caused by: electrical work external to
the Presses or components, the attachment of accessories or other devices or
software not furnished or authorized by PRESSTEK, or the failure to properly
maintain the same where the problem arises from XEROX-supplied components or
software; accident, transportation, neglect or misuse; alterations, which shall
include, but not be limited to, installation or removal features or any other
modification, whenever any of the foregoing is
-15-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
preformed by entities or persons other than PRESSTEK or authorized by PRESSTEK;
failure to provide and maintain a suitable installation environment, with all
facilities prescribed by the appropriate specifications therefor (including, but
not limited to, failure of, or failure to provide, adequate electrical power,
air conditioning or humidity control) or from use of supplies or materials not
meeting such specifications; the use of the Presses for other than the purposes
for which they were designed; service of Presses or components which have been
modified, removed, installed or re-installed by someone other than PRESSTEK's
support personnel or its authorized representatives (including without
limitation XEROX); the Press has not been properly installed, used, and
maintained in accordance with the operating instructions and maintenance manuals
supplied by PRESSTEK; XEROX' failure to notify PRESSTEK in writing during the
warranty period with details on any defect or error in the Product; the Product
has been modified, changed, repaired, reconfigured or adapted in any manner
whatsoever without the express written consent of PRESSTEK; and evidence of
physical abuse or other catastrophic causes external to the Press has occurred
resulting in the necessity for repair or replacements, to the extent the
foregoing is not caused by PRESSTEK, its representatives, agents and/or
independent contractors.
g. New Warranties. All Product(s) repaired or replaced by
PRESSTEK under this Section shall be subject to XEROX' inspection and acceptance
in accordance with the provisions of this Agreement, and if accepted, shall be
extended new warranties in accordance herewith.
h. Limitation. PRESSTEK MAKES NO REPRESENTATION OR WARRANTY
WITH RESPECT TO THE PRODUCTS SUBJECT TO THIS AMENDED AGREEMENT OTHER THAN THOSE
SET FORTH IN THIS SECTION. THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY PRESSTEK WITH
RESPECT TO THIS AMENDED AGREEMENT OR THE PRODUCT TO BE SUPPLIED HEREBY.
13. EXCLUSIVITY. Provided XEROX meets the threshold purchase volumes of
PAX Presses established pursuant to this Section, XEROX shall have an exclusive
marketing and sales right in [CONFIDENTIAL TREATMENT REQUESTED]/*/ to purchase
and resell the PAX Press and associated Consumables, and PRESSTEK shall not
distribute the PAX Press itself or through any third party, including without
limitation the third party manufacturer, during the period of such exclusivity.
For [CONFIDENTIAL TREATMENT REQUESTED]/*/, XEROX has the option, on a
country-by-country basis, to open the country (that is, conduct marketing,
sales, and distribution in the particular country), or engage an agent (with
Presstek support) and maintain exclusivity for that country. XEROX will provide
to PRESSTEK by [CONFIDENTIAL TREATMENT REQUESTED]/*/, a list of [CONFIDENTIAL
TREATMENT REQUESTED]/*/ countries [CONFIDENTIAL TREATMENT REQUESTED]/*/
-16-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
within which it intends to conduct marketing, sales and distribution on an
exclusive basis.
During any period in which Xerox has the exclusive rights set forth
above, XEROX shall have semi-exclusive rights for co-marketing, co-selling and
co-distributing the PAX press outside of [CONFIDENTIAL TREATMENT REQUESTED]/*/
and [CONFIDENTIAL TREATMENT REQUESTED]/*/.
If XEROX fails to meet the threshold purchase volumes for new Presses
(above the early customer configuration units) established pursuant to this
Section (except as a result of PRESSTEK's failure to deliver ordered Presses
which comply with the applicable Specifications or to otherwise comply with its
obligations hereunder), then PRESSTEK shall have the right to terminate the
exclusivity of XEROX' marketing and sales right and to convert it to a worldwide
semi-exclusive marketing and sales right upon written notice to XEROX.
[CONFIDENTIAL TREATMENT REQUESTED]/*/
a. PAX Press Purchase Threshold. In order to obtain the
exclusive marketing and sales right with respect to the PAX Press and associated
Consumables, XEROX must purchase from PRESSTEK [CONFIDENTIAL TREATMENT
REQUESTED]/*/ PAX Presses in the [CONFIDENTIAL TREATMENT REQUESTED]/*/ period
commencing on the date of first commercial shipment of Presses (beyond the early
customer configuration units). To maintain its exclusive marketing and sales
right for subsequent [CONFIDENTIAL TREATMENT REQUESTED]/*/ periods, XEROX shall
purchase at least [CONFIDENTIAL TREATMENT REQUESTED]/*/ PAX Presses during each
such subsequent [CONFIDENTIAL TREATMENT REQUESTED]/*/ period. The parties shall
negotiate in good faith and mutually agree as to what these threshold volumes
will be in the fourth quarter of each year. If by the end of the [CONFIDENTIAL
TREATMENT REQUESTED]/*/ of any [CONFIDENTIAL TREATMENT REQUESTED]/*/ period, the
total number of PAX Presses purchased and forecast for purchase for the
remainder of that [CONFIDENTIAL TREATMENT REQUESTED]/*/ period falls below the
annual threshold of PAX Presses for exclusivity threshold for any [CONFIDENTIAL
TREATMENT REQUESTED]/*/ period, or if XEROX fails to purchase at least
[CONFIDENTIAL TREATMENT REQUESTED]/*/ percent of the annual threshold of PAX
Presses for any [CONFIDENTIAL TREATMENT REQUESTED]/*/ period for each of
[CONFIDENTIAL TREATMENT REQUESTED]/*/, and such failure is not due either to
PRESSTEK's breach or a force majeure event, then PRESSTEK may, in its
discretion, terminate XEROX' exclusivity for the PAX Press upon written notice
to XEROX and render the distribution rights granted herein to the PAX Press to
be [CONFIDENTIAL TREATMENT REQUESTED]/*/.
To maintain its [CONFIDENTIAL TREATMENT REQUESTED]/*/ marketing and sales right
with respect to the PAX Press and its associated Consumables, XEROX must
purchase from PRESSTEK [CONFIDENTIAL TREATMENT REQUESTED]/*/ PAX Presses in the
[CONFIDENTIAL TREATMENT REQUESTED]/*/ period commencing on the expiration of
exclusivity period. To maintain its [CONFIDENTIAL TREATMENT REQUESTED]/*/
marketing and sales right for subsequent [CONFIDENTIAL TREATMENT REQUESTED]/*/
periods, XEROX purchases of PAX Presses shall be at least [CONFIDENTIAL
TREATMENT REQUESTED]/*/ PAX Presses during each such [CONFIDENTIAL TREATMENT
REQUESTED]/*/ period. The parties shall negotiate in good faith and mutually
agree as to what these threshold volumes will be in the [CONFIDENTIAL TREATMENT
REQUESTED]/*/ of each [CONFIDENTIAL TREATMENT REQUESTED]/*/. If by the end of
the [CONFIDENTIAL TREATMENT REQUESTED]/*/ of any [CONFIDENTIAL TREATMENT
REQUESTED]/*/ period, the total number of PAX Presses purchased and ordered for
the remainder of that period falls below the annual threshold for that
[CONFIDENTIAL TREATMENT REQUESTED]/*/ period, or if XEROX fails to purchase at
least [CONFIDENTIAL TREATMENT REQUESTED]/*/ percent of the annual threshold for
that [CONFIDENTIAL TREATMENT REQUESTED]/*/ period for each of [CONFIDENTIAL
TREATMENT REQUESTED]/*/, and such failure is not due either to PRESSTEK's breach
or a force majeure event, then PRESSTEK may, in its discretion, terminate XEROX'
rights of semi-exclusivity upon written notice to XEROX and render the
distribution rights granted herein to the PAX Press to be non-exclusive.
-17-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
b. SUN Press Purchase Threshold. As to the SUN Press and
associated Consumables, XEROX shall have a [CONFIDENTIAL TREATMENT REQUESTED]/*/
sales and marketing right along with third party manufacturer Ryobi, provided
that XEROX' purchases of the SUN Press during the term of this Amended Agreement
are at least [CONFIDENTIAL TREATMENT REQUESTED]/*/ SUN Presses for each
[CONFIDENTIAL TREATMENT REQUESTED]/*/ period commencing on the date of first
commercial shipment of Presses (beyond the early customer configuration units).
The parties shall negotiate in good faith and mutually agree as to what these
threshold volumes will be in the [CONFIDENTIAL TREATMENT REQUESTED]/*/ of each
year. If by the end of the [CONFIDENTIAL TREATMENT REQUESTED]/*/ of any such
[CONFIDENTIAL TREATMENT REQUESTED]/*/ period, the total number of SUN Presses
purchased and ordered for the remainder of that period falls below the annual
threshold for that [CONFIDENTIAL TREATMENT REQUESTED]/*/ period, or if XEROX
fails to purchase at least [CONFIDENTIAL TREATMENT REQUESTED]/*/ percent of the
annual threshold for that [CONFIDENTIAL TREATMENT REQUESTED]/*/ period for each
of [CONFIDENTIAL TREATMENT REQUESTED]/*/, and such failure is not due either to
PRESSTEK's breach or a force majeure event, then PRESSTEK may, in its
discretion, terminate XEROX' exclusivity upon written notice to XEROX and render
the distribution rights granted herein to the SUN PRESS be non-exclusive.
14. DOCUMENTATION AND ESCROW.
a. Sales & Service Documentation. PRESSTEK shall provide to
XEROX, at no cost, all engineering drawings and documentation (by part number)
which, in XEROX' reasonable opinion, are necessary or appropriate to fulfill
XEROX' service obligations for the Product(s), at such time as XEROX assumes
service obligations or no longer contracts with PRESSTEK to provide service of
Products. PRESSTEK shall furnish to XEROX, on an ongoing basis during the term
hereof, free of charge, Documentation as XEROX may reasonably request in English
and other languages to be mutually agreed. In accordance with the foregoing,
XEROX may, at its option and expense, include Product descriptions and other
information in any XEROX or XEROX Company literature, prepare XEROX and XEROX
Company promotional literature relating to Products and distribute the same to
its sales force and customers, and include portions of PRESSTEK's copyrighted
works in such literature.
b. Customer Documentation and Other Information. PRESSTEK will
provide at no cost to XEROX one (1) full, complete and accurate set of user or
operator manuals for the Products (in the English and other languages mutually
agreed) so that XEROX and XEROX Companies can, on a periodic basis and as new
changes or additions occur, make copies thereof and distribute the same to its
sales force and customers. During the term of this Agreement, XEROX and XEROX
Companies may also include Product(s) description and information in any XEROX
or XEROX Company literature. The distribution of such literature by XEROX and
XEROX Companies will be at their sole expense.
c. Escrow. With respect to software components of the
Products, the parties shall execute within thirty (30) days of the date of
execution hereof an Escrow Agreement in substantially the form of the Escrow
Agreement attached hereto as Exhibit I with a third-party escrow agent to permit
access to PRESSTEK's software or source code for the Products upon any material
failure by PRESSTEK to maintain and/or support the software embedded in the
Products.
-18-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
15. SOFTWARE/FIRMWARE LICENSE. XEROX and XEROX Companies shall have the
worldwide, perpetual, non-transferable, royalty-free right and license to
distribute, market, lease and sublicense the Press operating software and
firmware encompassed within such Presses for internal use only in connection
with such Press, by itself or through XEROX-authorized dealers or distributors,
where and when, and under terms and conditions as determined by XEROX and XEROX
Companies, in connection with the marketing of the product(s). The license shall
be a nonexclusive, perpetual, internal use license to use the object code
version of the software or firmware on the Presses, and upon Xerox' election to
assume responsibility for servicing Products pursuant to the terms of the
Amended Service Agreement, the foregoing license will extend to, and PRESSTEK
will provide to Xerox, any and all diagnostic software used to service the
Presses. The license granted in this Amended Agreement extends to and includes
Updates and Maintenance Modifications. PRESSTEK will provide XEROX written
notification of pending new Updates and Maintenance Modifications together with
the availability thereof sufficiently in advance of publication in order for
XEROX to react in a timely manner. Neither XEROX, its dealers, distributors or
the customer may copy, reproduce, sublicense or modify the software or firmware
embedded in the Press without PRESSTEK's written consent. Neither XEROX, its
dealers, distributors or the customer shall reverse engineer, disassemble,
decompile or analyze the source code of the software or firmware. Neither XEROX,
its dealers, distributors nor any customer shall remove or alter any copyright
or other intellectual property notice placed in the software or firmware.
16. INSTALLATION, SERVICE SUPPORT AND TRAINING. PRESSTEK agrees to
provide customer installation, technical support and training pursuant to the
terms of Exhibit J under the prices set forth in Exhibit J-2. Additional service
offerings and options will be set forth in future addenda as required.
17. REFURBISHMENT OF PRESSES. In the event Product(s) are returned to
XEROX after Xerox' sale, lease, or license thereof, XEROX has the right, without
payment or remuneration of any kind or type to PRESSTEK, to use, [CONFIDENTIAL
TREATMENT REQUESTED]/*/, or [CONFIDENTIAL TREATMENT REQUESTED]/*/ and thereafter
remarket such Product(s). Such processes may include by way of illustration and
not of limitation disassembly of Product(s) to a standard determined by XEROX,
the addition of new, used, or reprocessed components cleaning, refinishing, and
retrofitting Product(s) with all applicable retrofits. However, XEROX' right to
remarket Product(s) is not contingent upon XEROX' [CONFIDENTIAL TREATMENT
REQUESTED]/*/ or [CONFIDENTIAL TREATMENT REQUESTED]/*/ of the Product(s) and
such [CONFIDENTIAL TREATMENT REQUESTED]/*/ or [CONFIDENTIAL TREATMENT
REQUESTED]/*/ by XEROX shall be deemed a repair of the Product(s). Such
[CONFIDENTIAL TREATMENT REQUESTED]/*/ or [CONFIDENTIAL TREATMENT REQUESTED]/*/
and thereafter remarketing of Product(s) by XEROX shall not be deemed nor
constitute a violation by XEROX of any of PRESSTEK's rights, including but not
limited to PRESSTEK's patents rights respecting the Product(s). PRESSTEK shall
have no warranty obligations as to any unit of Product(s) [CONFIDENTIAL
TREATMENT REQUESTED]/*/ by XEROX. Included in such rights is the right to
re-license the software component without payment of any additional fees or
royalties to PRESSTEK. PRESSTEK will provide Press [CONFIDENTIAL TREATMENT
REQUESTED]/*/ services to XEROX on a time and materials basis, based on
PRESSTEK's prevailing rates. Upon written request by XEROX to PRESSTEK for
[CONFIDENTIAL TREATMENT REQUESTED]/*/ services, PRESSTEK will provide XEROX a
written cost estimate for work required for the final state of
-19-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
the [CONFIDENTIAL TREATMENT REQUESTED]/*/ required, including location of work
to be conducted, within [CONFIDENTIAL TREATMENT REQUESTED]/*/ of receipt of such
request. Work will commence on PRESSTEK's receipt of a XEROX purchase order.
PRESSTEK will use commercially reasonable efforts to minimize costs and time of
such services. All costs including transport shall be borne by XEROX. Payment
shall be received by PRESSTEK within [CONFIDENTIAL TREATMENT REQUESTED]/*/ from
delivery of a correct invoice.
18. [CONFIDENTIAL TREATMENT REQUESTED]/*/ COOPERATION. PRESSTEK will
use commercially reasonable efforts to cooperate with XEROX to support the
development of an appropriate [CONFIDENTIAL TREATMENT REQUESTED]/*/ interface
for PRESSTEK Presses and will work with XEROX personnel to this end. The parties
will agree in writing on a development schedule, budget, milestones and
deliverables, and proprietary rights with respect to any such development, with
mutually agreeable allocation of costs and expenses, before undertaking any
development work or commitment of resources.
19. TECHNOLOGY IMPROVEMENTS. PRESSTEK will use reasonable commercial
efforts to provide engineering changes and/or improvements in the Presses upon
request by XEROX. Mutually agreed upon reliability engineering changes which are
necessitated by unreasonable failures of Press components will be performed by
PRESSTEK at PRESSTEK's expense. All other engineering change requests or
improvements will be done on a cost-plus-fee basis to be mutually agreed upon
between the parties. All improvements, modifications, enhancements, new features
or functionality added to the subject Presses shall be subject to the parties'
written agreement.
20. COMMERCIAL COOPERATION. The parties will negotiate a mutually
agreeable business process for administering and implementing this Agreement.
21. INDEMNITY.
a. By PRESSTEK. PRESSTEK agrees, at its expense, to defend,
indemnify and hold XEROX, XEROX Companies, and their respective authorized
resellers, customers and officers, directors, employees and representatives
("Indemnities") harmless from any suit claim, demand, cause of action or
proceeding asserted by a third party against any of the indemnities alleging (i)
that any Product(s) violates any applicable safety or regulatory standard or has
caused personal injury (including death) or damage to property or (ii) the
infringement or misappropriation of such third party's intellectual property
rights (a "Claim"), provided that PRESSTEK is notified of the Claim by XEROX
within a reasonable time after XEROX learns of it, is given all reasonable
assistance by XEROX necessary for PRESSTEK to perform its obligations in respect
of the Claim and is given the sole right to control the defense and settlement
of the Claim.
b. Injunction; Disclaimer. Should the Products become, or in
PRESSTEK's opinion, be likely to become, the subject of a claim for infringement
under this section, PRESSTEK may (i) at its own expense and option, either
procure for XEROX the right to continue using such Subject Presses or replace
the same with non-infringing components having substantially equivalent features
and functionality, or modify the system so that it becomes non-infringing with
substantially equivalent features and functionality, or (ii) at XEROX' option,
-20-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
remove and return the Subject Press and refund to XEROX a portion of the
payments received by PRESSTEK on the then aggregate depreciated value of the
Subject Press purchased under this Amended Agreement (after deducting the time
for XEROX' customers' use and operation of the Subject Press prior to the time
of any final determination of infringement against PRESSTEK). PRESSTEK shall not
be obligated to defend or be liable for costs and/or damages under this section
if the alleged infringement arises out of a combination with or an addition to
PRESSTEK's software or equipment of equipment, devices or software not supplied
by PRESSTEK or with PRESSTEK's knowledge and consent, or from a modification,
service or support of the equipment or software after delivery by any person
other than PRESSTEK and/or its representatives, agents and independent
contractors. XEROX shall have the option to procure continued use at its own
expense.
c. By XEROX. XEROX shall indemnify and hold PRESSTEK and its
officers, directors, employees and representatives harmless from all claims,
losses, and damages which may arise from XEROX' installation or support of the
Products, including claims of customers based on misrepresentations made by
XEROX, inadequate installation, support or assistance by XEROX. XEROX shall, at
its expense, indemnify, hold harmless and, at the PRESSTEK's request, defend
PRESSTEK and its manufacturers, from and against any and all loss, cost,
liability or expense (including costs and reasonable fees of attorneys and other
professionals) arising out of or in connection with XEROX' performance under
this Amended Agreement to the extent caused by any negligent act or omission or
willful misconduct of XEROX or XEROX' employees or independent contractors.
22. LIMITATION OF LIABILITY. EXCEPT FOR THE PARTIES' OBLIGATIONS OF
INDEMNITY AS EXPRESSLY PROVIDED IN SECTION 21 OF THIS AGREEMENT, WHICH SHALL BE
GOVERNED BY THEIR TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
OR ANY OTHER PERSON FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR
OTHER INDIRECT DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS OR DAMAGES TO ANY PARTY'S BUSINESS REPUTATION OR GOODWILL, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT
LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE
GROUNDS, WHETHER OR NOT THE FIRST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY,
AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS OF
ANY KIND ARISING IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS, OR ANY OTHER
MATERIALS OR SERVICES FURNISHED HEREUNDER EXCEED THE GREATER OF US
$[CONFIDENTIAL TREATMENT REQUESTED]/*/ OR THE PURCHASE PRICE OF PRODUCTS
(INCLUDING THE TECHNOLOGY DISTRIBUTION FEE) OUT OF WHICH SUCH CLAIM ARISES.
XXXXXXX 00, XXXXXXXXX, XXXXXX THE EXCLUSIVE LIABILITY AND OBLIGATION OF
PRESSTEK, AND THE EXCLUSIVE REMEDY OF XEROX, WITH RESPECT TO ANY CLAIM, SUIT OR
PROCEEDING INVOLVING ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
OF ANY THIRD PARTY IN CONNECTION WITH THE
-21-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
SALE AND DISTRIBUTION OF THE PRODUCTS.
23. TERM AND TERMINATION.
a. Term. The term of this Amended Agreement shall commence
upon the Effective Date and continue in full force and effect until
[CONFIDENTIAL TREATMENT REQUESTED]/*/. The parties agree that not less than 180
days prior to the expiration of any term or renewal term, either party may
notify the other party in writing of nonrenewal or, in the absence of such
notification, the parties agree to negotiate in good faith any modifications
and/or other terms and conditions for such renewal. The provisions of this
Section shall not apply to the sale of Spares, which shall be governed solely by
the provisions of Exhibit J.
b. Termination for Cause. In addition to XEROX' rights under
Section 11(e), either party may terminate this Amended Agreement, or any
Purchase Order issued under this Amended Agreement effective immediately upon
written notice of termination to the other party in any of the following events:
(i) If the other party materially breaches this
Amended Agreement and such breach, if curable, is not cured within
sixty (60) days after written notice of breach by the terminating
party;
(ii) If the other party's performance is delayed for
more than ninety (90) days for any reason, including Force Majeure
delays; or
(iii) If a petition for relief under applicable
bankruptcy regulations is filed by or against the other party, or the
other party makes an assignment for the benefit of creditors, or a
receiver is appointed to manage its assets, and such petition,
assignment is not dismissed, vacated or terminated within ninety (90)
days. To the extent applicable law prevents the non-terminating party
from terminating this Amended Agreement as described above, then the
parties shall have only those rights and remedies permitted by
applicable law, including the United States Bankruptcy Act, including
but not limited to 11 U.S.C. Section 365. Any such termination shall be
automatically effective at the end of any applicable notice period if
any.
c. Continuity of Supply. If XEROX is committed to supply
Product(s) to its customers beyond such termination or expiration date, PRESSTEK
and XEROX agree to negotiate in good faith, and in a timely manner, terms and
conditions to allow XEROX to fulfill such commitments. In the absence of
agreement as to such terms and conditions, the parties agree to submit such
dispute to arbitration as set forth in Section 33 hereof, and PRESSTEK shall
continue to deliver Products to XEROX during the pendency of such arbitration at
price levels which were in effect immediately prior to such termination or
expiration. The arbitration can result in a retroactive change of the aforesaid
price levels.
d. Liability Limitation. Except as otherwise set forth in this
Amended Agreement or with respect to obligations which survive its termination
or expiration (as
-22-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
applicable), XEROX' sole liability to PRESSTEK shall be for the payment of any
balance due and owing for conforming Products delivered prior to the effective
date of termination or expiration or within the firm forecast period, and XEROX
shall have no further liability whatsoever hereunder, including without
limitation or inventory, raw materials, work in process, components, or any
other expenses or damages. In the event of any breach the nonbreaching party
reserves all rights to pursue any and all legal remedies available for such
breach subject to the terms hereof.
e. Continuity of Service. XEROX shall retain all rights and
documentation necessary to continue servicing Product(s) sold and/or licensed
hereunder prior to any breach and the right to dispose of its inventory of
Product(s), subject to all payment obligations to PRESSTEK.
f. Survival. Any termination of this Amended Agreement shall
not serve to eliminate any liability arising out of conduct prior to the actual
date of termination, including any uncontested accrued payment obligation, and
either party may, following such termination, pursue such remedies as may be
available with respect to such liabilities. Any and all such payments accrued
hereunder as of the date of termination shall remain due and payable in
accordance with the terms hereof. Termination of this Amended Agreement shall
immediately terminate all licenses hereunder to the software or firmware within
the Presses, except for licenses to the software or firmware for Presses which
have been previously paid for by XEROX or Presses previously sold to customers.
24. Compliance with Laws. PRESSTEK and its manufacturers shall comply
in all material respects with (a) any applicable governmental laws and
regulations (including without limitation the Federal Trade Commission's
Enforcement Policy Statement on U.S. Origin Claims (62 F.R. 63756 [December 2,
1997]); (b) applicable governmental environmental and safety regulations and
standards (without self-certification in European Union countries, where
independent third party certification shall be obtained); and (c) those XEROX
requirements which are set forth in the Specifications applicable to this
Amended Agreement and which are in effect at the time of shipment of all
Product(s) hereunder where such approval applies to PRESSTEK and its
manufacturers. From time to time it may be necessary for the parties to review
the Amended Agreement and update the information for current requirements.
PRESSTEK shall obtain, at no cost to XEROX, full Regulatory Agency approvals as
required for Product(s) in accordance with the schedules shown in the
Specification where such approval applies to PRESSTEK/its manufacturers.
PRESSTEK shall obtain, at no cost to XEROX, any required Regulatory Agency
reapprovals for any Product(s) which are modified in any authorized manner
hereunder.
25. RELATIONSHIP OF THE PARTIES. Nothing contained in this Amended
Agreement shall be deemed to (a) make either party or any employee of such party
the agent, employee, joint venturer or partner of the other party; pr (b)
provide either party or any employee of such party with the power or authority
to act on behalf of the other party or to bind the other party to any contract,
agreement or arrangement with any other person. During the term of this
-23-
Agreement, if the term "partnership", "partner" or "development partner" or the
like is used to describe the parties' relationship, XEROX and PRESSTEK agree to
make it clear to third parties that these terms refer only to the spirit of
cooperation between them and neither describe, nor expressly or implicitly
create, the legal status of partners or joint venturers. All personnel employed
or otherwise engaged by either party shall be the agents, servants, and
employees of such party only, and the other party shall incur no obligations or
liabilities, express or implied, by reason of the conduct of such personnel.
26. WAIVER. Waiver by either party hereto of any breach or default by
the other party if any of the terms and conditions of this Amended Agreement
shall not operate as a waiver of any other breach or default, whether similar to
or different from the breach or default waived.
27. COSTS AND EXPENSES. Except as otherwise provided in this Agreement,
each party hereto shall be responsible for its own expenses incurred in
connection with the performance of its obligations under such agreements.
28. ENTIRE AGREEMENT. This Agreement, together with all Exhibits,
represents the entire understanding and agreement between the parties hereto
with regard to the Products and supersedes all prior negotiations,
representations, and agreements made by and between the parties. No alteration,
amendment or modification of any of the terms or provisions of this Amended
Agreement shall be valid unless made pursuant to an instrument in writing signed
by each of the parties hereto; provided however, that the waiver by either party
hereto of compliance by the other party with any provision hereof or of any
breach or default of such other party need by signed only by the party waiving
such provision, breach or default.
29. GOVERNING LAW. This Amended Agreement and the Confidentiality
Amended Agreement shall be governed by and interpreted in accordance with the
laws of the State of New York without regard to its conflict of laws principles.
Any action to enforce the terms of this Amended Agreement shall take place in
the courts located in the State of New York and the parties consent to the venue
and jurisdiction of such courts. The parties specifically agree that the 1980
United Nations Convention on Contracts for the International Sale of Goods, as
such may be amended from time to time, shall not apply to this Agreement. The
definitions set forth in the Incoterms of the International Chamber of Commerce,
2000 edition, shall be controlling.
30. NON-ASSIGNMENT. A party to this Amended Agreement may not assign
its rights and obligations under this Amended Agreement without the consent of
the other party; provided, however, that each party may assign this Amended
Agreement in connection with (a) the sale of all or substantially all of the
capital stock or assets of such party, or (b) the acquisition by a third party
of a party to this Amended Agreement by merger, consolidation, reorganization or
other business combination whereby more than fifty (50) percent of the voting
securities of a party to this Amended Agreement are sold or transferred to a
third party (a "Business Combination"). Notwithstanding the foregoing, in the
event of a [CONFIDENTIAL TREATMENT REQUESTED]/*/, XEROX shall have the right to
[CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
-24-
and as further provided in Section 23(d). Both parties agree, however, that
PRESSTEK may delegate a portion of its obligations pursuant to this Amended
Agreement to its subcontractors and manufacturers, provided that PRESSTEX
contractually obligates and guarantees the performance of the foregoing and
indemnifies XEROX against any and all claims, losses, demands, causes of action
or other liability which may arise in connection with such delegation, subject
to the terms of this Agreement, including sections relating to warranty,
indemnity and limitation of liability.
31. NOTICES. All notices provided for in this Amended Agreement shall
be effective when they are served either by personal delivery, or sent by letter
by overnight courier service with acknowledgment of receipt required, or sent by
facsimile to the receiving party at the following address:
If to PRESSTEK:
---------------
Messrs. Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxx
PRESSTEK, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
Fax: (000) 000-0000
With a copy to:Xxxxxx Xxxxxxxxx, Esq.
Xxxxxx, Xxxxxxxxx & Xxxxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
If to XEROX:
------------
Xxxxxxx Xxxx
Mailstop 129-
000 Xxxxxxxx Xxxx
Xxxxxxx XX 00000
With a copy to:
Xxxxx Xxxxxxxx, Esq.
XEROX Square MS 21-D
000 X. Xxxxxxx Xxx.
Xxxxxxxxx XX 00000
or such other addresses either party shall hereinafter designate in writing to
the other party.
32. INVALIDITY OF PROVISIONS. If any of the provisions of this Amended
Agreement shall contravene the laws of any country, it is agreed that such
invalidity or illegality shall not invalidate the whole agreement, but such
agreement shall be construed as if it did not
-25-
contain the provisions claimed or held to be invalid or illegal in the
particular jurisdiction concerned, insofar as such construction does not
materially affect the substance of such agreement, and the rights and
obligations of the parties hereto shall be construed and enforced accordingly.
In the event, however, that such claimed invalidity or illegality shall
substantially alter the relationship between the parties hereto materially
affecting adversely the interest of either party in such jurisdiction, then the
parties hereto shall negotiate an alternative provision not conflicting with
such laws so as to maintain, to the degree reasonably possible, the business and
economic benefits and liabilities of such agreement as initially established. If
such invalidity or illegibility is such that it is not possible to reasonably
restore the business and economic benefits and liabilities of the parties, then
the party whose interests are adversely affected shall have the right to
terminate that portion of this Amended Agreement as is materially impacted by
such invalidity or illegibility.
33. ARBITRATION. In the event of any dispute, controversy or claim
arising out of, in connection with, or in relation to this Amended Agreement or
breach thereof, the parties shall attempt to resolve such matter by means of
mediation between and among the senior executives of PRESSTEK and XEROX. In the
event such mediation is unsuccessful after 60 days, then any such dispute,
controversy or claim arising out of, in connection with, or in relation to this
Amended Agreement or breach thereof (except for claims for which equitable
relief is sought or claims related to infringement) shall be settled by
arbitration in accordance with the rules of the American Arbitration Association
then in force. The parties agree to (i) appoint an arbitrator who is
knowledgeable in and familiar with the printing and imaging industry, and
instruct the arbitrator to follow substantive rules of law; (ii) require the
testimony to be transcribed; and (iii) require the award to be accompanied by
findings of fact and a statement of reasons for the decision. The arbitrator
shall have the authority to permit discovery, to the extent deemed appropriate
by the arbitrator, upon request of a party. The arbitrator shall have no power
or authority to add to or detract from the written agreement of the parties. All
costs and expenses, including attorneys' and the arbitrator's fees, of all
parties incurred in any dispute which is determined and/or settled by
arbitration pursuant to this section shall be borne equally by the parties..
Except where clearly prevented by the area of dispute, both parties agree to
continue performing their respective obligations under this Amended Agreement
while the dispute is being resolved. Any award shall be final, binding and
conclusive upon the parties and a judgment rendered thereon may be entered in
any court having jurisdiction thereof. This Section shall not limit the right of
any party to xxx for injunctive relief, for a breach of the confidential
obligations under the Confidentiality Agreement, for indemnified matter or a
violation of the license rights granted herein. Arbitration shall be held in New
York, New York.
34. Export Control. PRESSTEK and XEROX shall comply in all material
respects with all applicable laws and regulations respecting the export,
directly or indirectly, of any technical data acquired from the other under this
Amended Agreement or any Product(s) utilizing any such data to any country the
laws or regulations of which at the time of export, require an export license or
other government approval, including but not limited to first obtaining such
license or approval.
-26-
35. Nonpublicity. Neither party shall (a) make any news release, public
announcement, denial or confirmation of this Amended Agreement or its subject
matter, or (b) advertise or publish any facts relating to this Agreement,
without the prior written consent of the other party with respect to the content
of any of the foregoing, subject to applicable rules, policies, practices and
procedures of the Securities and Exchange Commission, National Association of
Securities Dealers, Inc., other authority or exchange applicable to either
party, or advice of counsel.
36. FORCE MAJEURE. Neither party shall be liable or deemed to be in
default for any delay or failure in performance under this Amended Agreement or
interruption of services resulting directly or indirectly from acts of God,
allocation of parts and components due to civil or military authority, war,
riots, civil disturbances, accidents, fire, earthquakes, floods, strikes,
lock-outs, labor disturbances, foreign or governmental order, or any other cause
beyond the reasonable control of such party. The foregoing shall not apply to
any payment obligation of a party.
37. TAXES.
a. Prices do not include Taxes.
b. For purposes of this section, "Taxes" shall mean any and
all taxes, duties, and similar charges imposed or collected by any governmental
entity worldwide or any political subdivision thereof and however designated or
levied and shall include any interest, penalties, or additions to tax (except as
may otherwise be specifically provided herein). "Taxes" as defined herein shall,
however, expressly exclude taxes imposed upon the net income of PRESSTEK (or
similar taxes imposed in lieu of such net income taxes, including income
withholding taxes that are required to be collected by XEROX on amounts due to
PRESSTEK).
c. If PRESSTEK is required to pay any sales, value added, use,
excise, import-related or other Taxes (whether federal, state, local, or
foreign) imposed with respect to the transactions contemplated by this Amended
Agreement or any license granted hereunder, such Taxes shall be paid by XEROX
(1) through remittance to PRESSTEK which shall remit such Taxes to the
appropriate taxing authority, or (2) to the applicable taxing authority, the
manner and timing of such payment to depend on the context as appropriate. In
lieu of such Tax payment, and where applicable, XEROX may provide PRESSTEK with
a Tax exemption certificate and any other appropriate documentation acceptable
to the appropriate taxing authority as provided in subsection (f) below or as
mutually agreed between the parties.
d. Any invoice on which Taxes are added to the price by
PRESSTEK shall separately state any and all such Taxes. Such original invoice
shall be supported by appropriate detail and summary billing information
provided to XEROX in a timely manner, and both the invoice and the supporting
documentation shall be in the form required by the appropriate governmental
agency or as otherwise mutually agreed.
-27-
e. PRESSTEK shall indemnify XEROX for: (i) Taxes paid by XEROX
to PRESSTEK imposed as a result of PRESSTEK's failure to remit such Taxes paid
by XEROX to PRESSTEK to the appropriate taxing jurisdiction in a timely fashion
after their receipt; (ii) any Taxes in excess of the amount of Tax which would
have been charged if the original invoice had been correct (less the interest
benefit realized by XEROX due to the time value of money relating to the delay
in payment of such Tax) relating solely to PRESSTEK's failure attributable to
its actions or inaction (except as commercially reasonable) to invoice XEROX for
the correct amount of Taxes at the time of the original invoice; and (iii) any
Tax arising from PRESSTEK'S purchase of Products that are acquired by PRESSTEK
to be resold to XEROX under this Agreement.
f. PRESSTEK and XEROX agree to cooperate to minimize and
properly calculate any applicable Taxes for which either party is responsible
under this Agreement, and, in connection therewith, XEROX shall provide PRESSTEK
any resale certificates, information regarding out-of-state use of materials,
services or sales or other exemption or tax reduction certificates or other
certificate or document of exemption or information that may be required in
order to exempt XEROX'S payment for goods and/or services from any such Taxes,
and PRESSTEK shall cooperate to the extent commercially reasonable in accepting
and supporting any claims (which XEROX in good xxxxx xxxxx to be valid) of
resale, direct pay, identifiable segment, bulk sale, occasional sale, casual
sale or other exemption. If XEROX provides certification of an exemption from
any Tax or of a reduced rate of Tax imposed by an applicable taxing authority,
under such taxing authority's rules, then PRESSTEK shall not (unless otherwise
required by law) invoice for or pay over any such Tax unless and until the
applicable taxing authority assesses such Tax, at which time PRESSTEK shall
invoice and XEROX shall pay any such Tax that XEROX erroneously claimed
exemption of or a reduced rate.
g. Subject to the provisions in the last sentence of
subsection (j) hereof, XEROX shall be entitled to, and PRESSTEK shall promptly
repay to XEROX if received by PRESSTEK, any refunds, rebates or credits of Taxes
paid by XEROX pursuant to this Agreement, together with interest thereon as paid
by the applicable taxing authority.
h. If PRESSTEK receives any assessment or other notice
(collectively "Assessment") from any taxing authority providing that Taxes are
due from PRESSTEK which are subject to payment by or indemnification from XEROX
pursuant to this Agreement, PRESSTEK shall, within thirty (30) days of receipt
of the Assessment, give XEROX written notice of the Assessment and XEROX shall
pay to PRESSTEK or directly to the taxing authority the amount of Taxes set
forth as due in the Assessment within thirty (30) days of receipt of such notice
or such shorter period as is reasonable to protect the right of protest or
appeal or other material rights; exclusive, however, of any amounts for which
PRESSTEK has indemnified XEROX in accordance with this Agreement.
Notwithstanding the above, if XEROX, in its sole discretion, determines that it
will contest an Assessment of indemnifiable Taxes rather than make a payment to
PRESSTEK or the applicable governmental taxing authority, then XEROX shall
control any such contest and PRESSTEK shall, to the extent commercially
reasonable under the circumstances, cooperate with XEROX in such contest and
provide such support, information, documents and other items that may be
reasonably beneficial to XEROX in its contest of any
-28-
such Assessment. In any case where XEROX determines to contest an Assessment,
XEROX will fully indemnify PRESSTEK for Taxes and other reasonable defense costs
related thereto incurred by PRESSTEK as a result of the contest. If any such
contest or resolution thereof could reasonably be expected to have a material
effect on PRESSTEK, PRESSTEK shall have reasonable rights to participate in such
contest or resolution and to approve any settlement or other resolution, which
approval shall not be unreasonably withheld. If PRESSTEK determines that it
would prefer that XEROX not contest an Assessment, PRESSTEK may notify XEROX at
any time not to pursue such contest, provided that PRESSTEK fully satisfies any
such Assessment. In such a case, XEROX will have no obligation to indemnify
PRESSTEK for any amounts paid or payable by PRESSTEK with respect to such
Assessment.
i. In accordance with the definition of Taxes set out in
subsection (b) hereof, to the extent royalties are payable to PRESSTEK and any
amounts paid to PRESSTEK (or to XEROX on PRESSTEK's behalf) in respect of such
royalties are subject to income withholding taxes, such withholding taxes shall
be considered to be based upon PRESSTEK's net income. Accordingly, payments to
PRESSTEK in respect of such royalties shall be made net of such withholding
taxes, and XEROX shall have no obligation to indemnify PRESSTEK for any such
withholding taxes. XEROX shall promptly furnish to PRESSTEK receipts evidencing
the payment of any such withholding taxes. If PRESSTEK provides certification of
an exemption from any tax or of a reduced rate of tax imposed by an applicable
taxing authority, under the rules of such taxing authority, then XEROX shall not
(unless otherwise required by law) invoice for or pay over any such tax unless
and until the applicable taxing authority assesses such tax, at which time XEROX
shall invoice and PRESSTEK shall pay any such tax (plus any applicable interest,
penalties, or additions to tax) that PRESSTEK erroneously claimed exemption of
or a reduced rate.
j. XEROX shall indemnify PRESSTEK for any Taxes for which
XEROX bears responsibility under this Agreement, to the extent if any, that the
sum of payments and or reimbursements for Taxes made by XEROX either to PRESSTEK
or directly to taxing authorities does not fully equal the amount of Taxes that
PRESSTEK is required to pay as provided in this section 37. To the extent that
any Taxes payable by PRESSTEK that have been or would be subject to payment,
reimbursement, or indemnification by or from XEROX under this Amended Agreement
are eligible for a tax credit or rebate to PRESSTEK, PRESSTEK will either pay
over such credit or rebate to XEROX (if XEROX has already paid such amount to
PRESSTEK) or will not pursue reimbursement or indemnification from XEROX, as the
case may be, provided that claiming such rebate or credit and passing the
benefit thereof to XEROX will not have any material adverse tax or other effect
(relative to the amount of the credit or rebate) upon PRESSTEK and that XEROX
pays the reasonable expenses to obtain such credit or refund.
38. COUNTERPARTS. This Amended Agreement may be signed in counterparts
and each counterpart shall be considered an original document.
-29-
39. EXHIBITS. The following Exhibits are attached and incorporated by
reference in this Agreement:
EXHIBIT A: Confidential Disclosure Agreement dated July 22, 1998
EXHIBIT B: Specifications for PAX Press dated March 21, 2001
EXHIBIT B(1): QCD's for PAX Press dated May 9, 2001
EXHIBIT C: Specifications for SUN Press dated March 21, 2001
EXHIBIT C(1): QCD's for SUN Press dated May 9, 2001
EXHIBIT D: Specifications for Consumables dated March 2, 2001
EXHIBIT E: Consumables EH&S Compliance and Packaging Specifications
dated June 1, 2001
EXHIBIT F: Manufacturer Logo Specification
EXHIBIT G: Product Pricing dated February 16, 2001
EXHIBIT H: Quality Assurance Procedure and Acceptance Inspection
Criteria - To be provided by Presstek within 30 days of
amended contract execution
EXHIBIT I: Escrow Agreement
EXHIBIT J: Amended Service Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Amended Master
Supply and Distribution Agreement to be executed, in duplicate, by their duly
authorized officers or representatives.
PRESSTEK, INC. XEROX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxx
----------------------------- -----------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx Xxxx
--------------------------- ---------------------------
Title: CEO Title: Sr. VP Gm Color Solutions
--------------------------- ---------------------------
Date: Date: May 30, 2001
---------------------------- ----------------------------
-30-
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
between PRESSTEK, Inc. and XEROX Corporation
EXHIBIT A
---------
TWO WAY CONFIDENTIAL
--------------------
DISCLOSURE AGREEMENT
--------------------
XEROX CORPORATION ("Xerox") of Stamford Connecticut, and PRESSTEK
("Contractor") as parties hereto hereby agree as follows:
1. To further the business relationship between the parties, it is
necessary and desirable that the parties hereto disclose to each other
confidential information (hereinafter referred to as "Information") consisting
of technical or business information related to digital color printing,
including any or all of the following related thereto: current, future, or
proposed products of Disclosing Party; business forecasts and procurement
requirements of Disclosing Party; plans or technology of Disclosing Party.
2. Receiving Party shall not communicate Disclosing Party's Information to
any third party and shall use its best efforts to prevent inadvertent disclosure
of Disclosing Party's Information to any third party.
3. Receiving Party shall neither use Disclosing Party's Information nor
circulate it within its own organization except to the extent necessary for
(a) negotiations, discussions and consultations with personnel or
authorized representatives of Disclosing Party;
(b) supplying Disclosing Party with goods or services at its order;
(c) preparing bids, estimates and proposals for submission to
Disclosing Party; and
(d) any purpose Disclosing Party may hereafter authorize in writing.
4. The obligations of Paragraphs 2 and 3 hereof shall terminate with
respect to any particular portion of the Disclosing Party's Information (i) when
the Receiving Party can document that
(a) it was in the public domain at the time of Disclosing Party's
communication thereof to Receiving Party,
(b) it entered the public domain through no fault of Receiving Party
subsequent to the time of Disclosing Party's communication thereof to
Receiving Party,
(c) it was in Receiving Party's possession free of any obligation of
confidence at the time of Disclosing Party's communication thereof to
Receiving Party,
(d) it was rightfully communicated to Receiving Party free of any
obligation of confidence subsequent to the time of Disclosing Party's
communication thereof to Receiving Party, or
(e) it was developed by employees or agents of Receiving Party
independently of and without reference to any Disclosing Party
Information or other information that Disclosing Party has disclosed
in confidence to any third party or
(ii) when it is communicated by Disclosing Party to a third party free of any
obligation of confidence; or, (iii) in any event, [CONFIDENTIAL TREATMENT
REQUESTED]/*/ years after Xerox' communication thereof to Contractor and
[CONFIDENTIAL TREATMENT REQUESTED]/*/ years after Contractor's communication
thereto to Xerox.
5. All materials including, without limitation, documents, drawings,
models, apparatus, sketches, designs, and lists furnished to Receiving Party by
Disclosing Party and which are designated in writing to be the property of
Disclosing Party shall remain the property of Disclosing Party and shall be
returned to Disclosing Party promptly at its request with all copies made
thereof.
6. Communications from Disclosing Party to personnel and authorized
representatives of Receiving Party shall not be in violation of the proprietary
rights of any third party.
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
7. This Agreement shall govern all communications between Disclosing Party
and Receiving Party that are made by the parties hereto during the period from
July 22, 1998 to the date on which either party receives from the other written
notice that subsequent communications shall not be so governed.
8. Receiving Party shall not export, directly or indirectly, any technical
data acquired from Disclosing Party under this Agreement or any products
utilizing and such data to any country for which the U.S. Government or any
agency thereof at the time of export requires an export license or other
Government approval without first obtaining such license or approval.
9. This Agreement shall be construed in accordance with the laws of New
York State.
Xerox Corporation Contractor
By: /s/ Xxx XxXxxxx By: /s/ R E Xxxxxxxx
---------------------------- ----------------------------
Xxx XxXxxxx R E Xxxxxxxx
---------------------------- ----------------------------
Title: VP and GM Production Color Title: President & COO
-------------------------- -------------------------
Date: 7-21-98 Date: 7-22-98
--------------------------- --------------------------
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT B
---------
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT B
---------
PAX DI DIGITAL PRINTING PRESS
SPECIFICATIONS
=================================== =======================================
PRODUCT NAME PAX DI
=================================== =======================================
Color configurations 4 or 5 color
----------------------------------- ---------------------------------------
Largest sheet size 381 x 520 15 x 20.5
----------------------------------- ---------------------------------------
Smallest sheet size 110 x 148 straight
230 x 148 perfecting
----------------------------------- ---------------------------------------
Maximum image area 370 x 505
----------------------------------- ---------------------------------------
Method of laying down image Landscape
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Stock Thickness .04 - .4 mm
30-350 g/m
----------------------------------- ---------------------------------------
Printing method Waterless
----------------------------------- ---------------------------------------
Plate vendor/name PEARLdry Plus
----------------------------------- ---------------------------------------
Plate material Polyester [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Plate maximum size 520 mm wide roll (520 x 400)
----------------------------------- ---------------------------------------
Plate thickness .18 mm, .007 mil.
----------------------------------- ---------------------------------------
Run length of plate material 20,000
----------------------------------- ---------------------------------------
Speed (impressions per hour) 12,000 iph
----------------------------------- ---------------------------------------
Printing images A4 24,000 pages
(8.5 x 11) per hour
----------------------------------- ---------------------------------------
Plate loading Auto cylinder
----------------------------------- ---------------------------------------
Plate loading time 20 seconds for all colors + Ironing TBD
----------------------------------- ---------------------------------------
Cleaning of image plate Auto/1 min.
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Dampening Not Required
----------------------------------- ---------------------------------------
Ink type Waterless
----------------------------------- ---------------------------------------
Number of ink form rollers to plate 4 form rollers
----------------------------------- ---------------------------------------
Number of rollers in ink train 16
----------------------------------- ---------------------------------------
Refrigerated oscillator rollers Yes
----------------------------------- ---------------------------------------
Imaging speed 4/c, 2-page, 60 Hz
2.2 minutes @ 1270 dpi
4.5 minutes @ 2540 dpi
----------------------------------- ---------------------------------------
Feeder pile height 940 mm
----------------------------------- ---------------------------------------
Delivery pile height 880 mm high
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Blanket cleaning Auto
----------------------------------- ---------------------------------------
Delivery dryer IR Standard
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Perfecting/Duplexing Optional
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Running register control Yes, from console
(cylinder movement )
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Number of transfer 4 (five color)
impression cylinders
----------------------------------- ---------------------------------------
Number of printing units 4, or 5
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Number of laser diodes/unit ProFire lasers- 32 channels
per head
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Available resolutions 1270 dpi, 2540 dpi
----------------------------------- ---------------------------------------
Press dimensions 4/c 4.35 x 1.34 x 1.76 m
5/c 6.40 x 1.34 x 1.76
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Press weight 4/8600 Kg (all components-high)
5/c 9000 Kg (all components-high)
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
=================================== =======================================
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT B-1
-----------
------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT B-1
DOCUCOLOR 400 DI
SUMMARY OF QCDS AND EXCEPTION CRITERIA
SYSTEM QCDS 5/9/01
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
PARAMETER TARGET/SPEC STATUS/OUTLOOK EXCEPTION CRITERIA
VS TARGET
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
"Q"
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
IMAGE QUALITY
Acceptance criteria met over 1) Registration (Per Technical Conditions) Preliminary Bond Release Criteria Critical/major image
life of plate using Premium a) Feeding Register = [CONFIDENTIAL proposed, but not used as part of quality defects.
Gloss coated paper. TREATMENT REQUESTED]/*/ formal release process
b) Transfer Register = [CONFIDENTIAL
Media capability and TREATMENT REQUESTED]/*/ Initial PQ review of GATF samples Customer Objectionable
limitations identified. c) Proof = [CONFIDENTIAL TREATMENT deemed acceptable by internal and outside of spec
REQUESTED]/*/ external SME's, but acceptance
Commercially acceptable d) Perfecting [CONFIDENTIAL TREATMENT limits must be clarified.
output REQUESTED]/*/
2) Resolution GATF form 7240 D4 4-color will be
a) [CONFIDENTIAL TREATMENT REQUESTED]/*/ used form evaluation.
Reference GATF Test Pattern
or equivalent
3) Solid Ink Density variation for each
color
a) Black = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
b) Cyan = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
c) Magenta = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
d) Yellow = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
4) 40% Dot Gain variation for each
color
a) 150 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
b) 200 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
c) Colors (CMY) within range of
[CONFIDENTIAL TREATMENT REQUESTED]/*/
5) Print Contrast variation for each
color (REFERENCE: GRACOL )
a) 150 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
b) 200 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
6) Ink Trapping
a) Blue = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
b) Green = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
c) Red = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
7) Acceptance per reference GATF test
pattern or equivalent test pattern
evaluation
[CONFIDENTIAL TREATMENT REQUESTED]/*/
8) Stock Thickness 30-350 g/m
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
IMAGE QUALITY - REFERENCE [CONFIDENTIAL TREATMENT REQUESTED]/*/ Arrangements being made for DAC DAC scores [CONFIDENTIAL
DAC Test suite scores for [CONFIDENTIAL TREATMENT TREATMENT REQUESTED]/*/
standard metrics REQUESTED]/*/ lower than [CONFIDENTIAL
TREATMENT REQUESTED]/*/
Benchmark
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
APPLICATIONS SUPPORT
Customer required Pre-press Presstek qualification of key pre-press Verification by Presstek Application not
applications are supported applications required by a typical user. functional
o QuarkXpress 4 or Higher System Test issue with [CONFIDENTIAL
o PageMaker 6.5 or Higher TREATMENT REQUESTED]/*/ and
o InDesign version [CONFIDENTIAL TREATMENT REQUESTED]/*/
o PhotoShop 5 or higher to be investigated and corrective
o Impostrip action mutually agreed
o Presswise
o Illustrator 9 or higher
o FreeHand 9 or higher
o Trapwise.
PDL Support Postscript, PDF printing
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
JOB SUCCESS Overall percentage of jobs run
successfully <[CONFIDENTIAL TREATMENT REQUESTED]/*/
Job Success Rate
Client to RIP > [CONFIDENTIAL TREATMENT REQUESTED]/*/ Reference <[CONFIDENTIAL TREATMENT REQUESTED]/*/
RIP > [CONFIDENTIAL TREATMENT REQUESTED]/*/ <[CONFIDENTIAL TREATMENT REQUESTED]/*/
RIP to Plate > [CONFIDENTIAL TREATMENT REQUESTED]/*/ <[CONFIDENTIAL TREATMENT REQUESTED]/*/
Plate Preparation > [CONFIDENTIAL TREATMENT REQUESTED]/*/ plate sets accepted [CONFIDENTIAL TREATMENT REQUESTED]/*/
Jobs run without [CONFIDENTIAL TREATMENT REQUESTED]/*/
re-burning <
acceptable any plate.
Paper Handling Less than [CONFIDENTIAL TREATMENT REQUESTED]/*/ >[CONFIDENTIAL TREATMENT REQUESTED]/*/
Perfecter waste/job due to paper jamseffecting job integrity waste
w/o perfecter (TENTATIVELY OK)
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
PRESS PRODUCTIVITY [CONFIDENTIAL TREATMENT REQUESTED]/*/
unload/load plates
Print Speed 12,000 Impressions/Hour Max [CONFIDENTIAL TREATMENT REQUESTED]/*/ > 10% increase in prep
plate imaging
Perfected 7,000 Impressions/Hour Max [CONFIDENTIAL TREATMENT REQUESTED]/*/ time
slides)
[CONFIDENTIAL TREATMENT REQUESTED]/*/
slides)
Plate imaging [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
cleaning
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
adjusting color
[CONFIDENTIAL TREATMENT REQUESTED]/*/
Auto Plate Cleaning [CONFIDENTIAL TREATMENT REQUESTED]/*/ Total = [CONFIDENTIAL TREATMENT
cycle REQUESTED]/*/
Color adjustment (time to < [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
SAD) min.
[CONFIDENTIAL TREATMENT REQUESTED]/*/
Job to job make ready time [CONFIDENTIAL TREATMENT REQUESTED]/*/ for 500 sheets
(run to run)
Plate life at defined [CONFIDENTIAL TREATMENT REQUESTED]/*/
baseline K without loss of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ dot
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
RIP PRODUCTIVITY 2/26/01
1.) RIP filenames should follow
Rip and System Interactions Plate imaging not slowed by RIP standard NT naming conventions RIP effects plate
RIP Files any name (NEW ADD) [CONFIDENTIAL TREATMENT imaging or printing
Printing not slowed by RIP. REQUESTED]/*/
Concurrent processing of PostScript files After 15 characters, the speed
(RIP) while printing at rated speed press GUI can't display the
(All make ready components being executed full file name.
in parallel)
2.) If you RIP a file, the
RIP names the file
"Filename00". If you RIP it again,
it names it "Filename01". RIP it a
third time, "Filename02".
RIP Time Typical RIP time < Typical job completion Press must wait for RIP
time during ongoing
operations
Job Storage Ability to store RIP jobs. Adequate job < Benchmark
storage (54 GB)
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
ENVIRONMENTAL & SAFETY
NRTL Inspection Meet standards[CONFIDENTIAL TREATMENT Verification by EH&S Any failures
REQUESTED]/*/
CE Meet standards
FCC/EMC FCC Part 15
Laser Declaration Xerox EH&S Concurrence
Consumables MSDS Xerox EH&S concurrence
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
SOFTWARE FUNCTIONALITY
100% planned functionality Ability to run defined matrix.
[CONFIDENTIAL TREATMENT REQUESTED]/*/
critical problems (prevent job from [CONFIDENTIAL TREATMENT
being run) REQUESTED]/*/ or more
[CONFIDENTIAL TREATMENT REQUESTED]/*/ critical
major problems (require work around to
proceed) >[CONFIDENTIAL TREATMENT
REQUESTED]/*/
major problems
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
CUSTOMER SATISFACTION
Beta test [CONFIDENTIAL TREATMENT REQUESTED]/*/ Customer Survey being finalized. 5% less than target on
satisfied or very satisfied on CSMS CSMS
for Launch.
Launch [CONFIDENTIAL TREATMENT REQUESTED]/*/ 12 months
after launch.
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
"Q"
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
SERVICE FACTORS
Reliability Outlook OGMR = [CONFIDENTIAL TREATMENT (Service Initiated Calls (SI) 10% greater than target
OGMR (Calls per Year) REQUESTED]/*//Yr/Press(With Service includes PMs, Safety,S/W upgrades for OGMR
Contract Breakdown: OGM=UM+SI and is only performed if customer
UMR= [CONFIDENTIAL TREATMENT REQUESTED]/*/ has aservice contract)
/Yr ([CONFIDENTIAL TREATMENT REQUESTED]/*/
DI and [CONFIDENTIAL TREATMENT REQUESTED]
/*/Press) SI = [CONFIDENTIAL TREATMENT
REQUESTED]/*//Yr
Call Duration [CONFIDENTIAL TREATMENT REQUESTED]/*/
hours / call
Fix Rate (First visit after [CONFIDENTIAL TREATMENT REQUESTED]/*/ 5% less than target on
a call has been received) Fix Rate
Fix Rate (Correct Part is [CONFIDENTIAL TREATMENT REQUESTED]/*/ 5% less than target on
Ordered during first visit) Fix Rate
Response Time [CONFIDENTIAL TREATMENT REQUESTED]/*/ Consistently Greater
Hours (from time the service rep than target
receives the call)
Install Time [CONFIDENTIAL TREATMENT REQUESTED]/*/ man 10% greater than target
hrs ([CONFIDENTIAL TREATMENT REQUESTED]
/*/, 8 hrs/day)
Training Time [CONFIDENTIAL TREATMENT REQUESTED]/*/ Hrs. Customer must be capable of 10% greater than target
(Pre-Press [CONFIDENTIAL TREATMENT running and maintaining Press.
REQUESTED]/*/ days, Press [CONFIDENTIAL Syllabus approved by Xerox
TREATMENT REQUESTED]/*/ days) onsite
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Hrs
(Pre-Press [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days, Press [CONFIDENTIAL
TREATMENT REQUESTED]/*/ days) at Presstek
Faultless Installs 100% Successful Installs Less than target
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
"C"
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
DC400 DI
Press Per contract attachment > 5% variance
Press w/perfector
RIP
Software
Options
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
CONSUMABLES
Plates Per contract attachment > 5% variance
Towels
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
SERVICE COST Parts costs are being > [CONFIDENTIAL
Service Costs (Parts/Call) $TBD / K prints comprehended. Total expected TREATMENT REQUESTED]/*/
Service Costs (Labor) $TBD/Hour T&M yearly system volumes are > [CONFIDENTIAL
$TBD/Hour Service Contract required. TREATMENT REQUESTED]/*/
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
"D"
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
DOCUCOLOR 400 DI PROGRAM NASG-[CONFIDENTIAL TREATMENT REQUESTED]/*/ Performance is being validated > 4 weeks slip per
LAUNCH XE (UK) - [CONFIDENTIAL TREATMENT Beta install A-Level Plan
REQUESTED]/*/
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
TTM PHASE GATE 3.1/3.2 [CONFIDENTIAL TREATMENT REQUESTED]/*/ Systems Test issues are being > 4 weeks slip
addressed.
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
TTM PHASE GATE 3.3/3.4 [CONFIDENTIAL TREATMENT REQUESTED]/*/ O/L pending Beta installs > 4 weeks slip
EH&S Certification
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
VOLUME
2001 Installs Consistent with Business case assumptions <= [CONFIDENTIAL
TREATMENT REQUESTED]/*/
Business Case
2001 Equipment delivery Per Xerox forecast >= 10% variance
2001 Completed Installs Per Xerox forecast/ confirmed orders >= 10% variance
---------------------------- ------------------------------------------- ---------------------------------- ------------------------
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT C
---------
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT C
---------
DOCUCOLOR 233-DI
=================================== =======================================
PRODUCT NAME DOCUCOLOR 233-DI-4
=================================== =======================================
Color Configuration 4-color
----------------------------------- ---------------------------------------
Largest sheet size 340 x 460 mm (13.39 x 8.11 inches)
----------------------------------- ---------------------------------------
Smallest sheet size 90 x 100 mm (3.54 x 3.94 inches)
----------------------------------- ---------------------------------------
Maximum printing area 330 x 450 mm (12.99 x 17.72 inches)
----------------------------------- ---------------------------------------
Method of laying down image Portrait
----------------------------------- ---------------------------------------
Gripper margin 9mm (.0354 inches)
----------------------------------- ---------------------------------------
Stock thickness 0.06 - 0.30 mm (0.0024-0.012 inches)
----------------------------------- ---------------------------------------
Printing method Four color dry offset
----------------------------------- ---------------------------------------
Plate material PEARLdry plus
----------------------------------- ---------------------------------------
Plate material Polyester (roll)
----------------------------------- ---------------------------------------
Plates per roll 28
----------------------------------- ---------------------------------------
Plate thickness 0.18 mm (.007 inches)
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Max speed (impressions per hour) 7,000 iph
----------------------------------- ---------------------------------------
Printing images (8.5 x 11) per hour 14,000 images
----------------------------------- ---------------------------------------
Plate loading (indexing) Automatic
----------------------------------- ---------------------------------------
Cleaning of imaged plate Automatic, about 2 minutes cycle time
----------------------------------- ---------------------------------------
Number of ink form rollers to plate 4
----------------------------------- ---------------------------------------
Number of rollers in ink train 15 per color
----------------------------------- ---------------------------------------
Refrigerated oscillator rollers Yes
----------------------------------- ---------------------------------------
Imaging speed 4/c, 2-page, about 5 minutes @ 2540 dpi
----------------------------------- ---------------------------------------
Dampening Not required
----------------------------------- ---------------------------------------
Feeder pile height 400 mm (15.75 inches)
----------------------------------- ---------------------------------------
Delivery pile height 400 mm (15.75 inches)
----------------------------------- ---------------------------------------
Blanket cleaning Auto
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Number of transfer impression
cylinders 1
----------------------------------- ---------------------------------------
Number of printing units 2 with 2 images each
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Operation stand 720 x 1118L x 940 mmH excluding monitor
28.3 x 44.0 x 37.0 inches
----------------------------------- ---------------------------------------
Maximum height with 1.91m (6.27 feet)
top covers optional
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
Available resolutions 1270 dpi
2540 dpi
----------------------------------- ---------------------------------------
Press dimensions (with 1.11 x 3.23 x 1.67m
out operation stand) 3.64 x 10.60 x 5.48ft.
----------------------------------- ---------------------------------------
Press weight 4500kg (9950 lbs.)
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------- ---------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
=================================== =======================================
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT C-1
-----------
EXHIBIT C-1
DOCUCOLOR 233 DI
SUMMARY OF QCDS AND EXCEPTION CRITERIA
SYSTEM QCDS 5/9/01
========================= ========================================== ============================= ===========================
PARAMETER TARGET/SPEC STATUS/OUTLOOK EXCEPTION CRITERIA
VS TARGET
------------------------- ------------------------------------------ ----------------------------- ---------------------------
"Q"
========================= ========================================== ============================= ===========================
IMAGE QUALITY
Acceptance criteria met 1) Registration Preliminary Bond Release Critical/major image
over life of plate using a) Black to media = [CONFIDENTIAL Criteria proposed, but not quality defects.
TBD papers (Premium TREATMENT REQUESTED]/*/ mm used as part of formal
Gloss coated paper) b) Side B Black to side A Black = release process
[CONFIDENTIAL TREATMENT REQUESTED]/*/
2) Resolution
Media capability and a) [CONFIDENTIAL TREATMENT
limitations identified. REQUESTED]/*/
3) Solid Ink Density for each color Initial PQ review of GATF Customer Objectionable
a) Black = [CONFIDENTIAL TREATMENT samples deemed acceptable by outside of spec
REQUESTED]/*/ internal and external SME's,
b) Cyan = [CONFIDENTIAL TREATMENT but acceptance limits must
REQUESTED]/*/ be defined.
c) Magenta = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
d) Yellow = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
4) 50% Dot Gain variation for each color GATF form 7272 D 4-color will
a) 150 line screen = [CONFIDENTIAL be used for evaluations.
TREATMENT REQUESTED]/*/
b) 200 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
c) Colors (CMY) within range of 4%
5) Print Contrast variation for each color
a) 150 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
b) 200 line screen = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
6) Ink Trapping
a) Blue = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
b) Green = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
c) Red = [CONFIDENTIAL TREATMENT
REQUESTED]/*/
7) Acceptance per evaluation of GATF or
equivalent test pattern evaluation
[CONFIDENTIAL TREATMENT REQUESTED]/*/
8) Stock thickness 0.06 - 0.30 mm
------------------------- ------------------------------------------ ----------------------------- ---------------------------
IMAGE QUALITY - REFERENCE [CONFIDENTIAL TREATMENT REQUESTED]/*/ Arrangements being made for [CONFIDENTIAL TREATMENT
DAC Test suite scores for lithographic output [CONFIDENTIAL TREATMENT REQUESTED]/*/
standard metrics REQUESTED]/*/
------------------------- ------------------------------------------ ----------------------------- ---------------------------
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
========================= ========================================== ============================= ===========================
PARAMETER TARGET/SPEC STATUS/OUTLOOK EXCEPTION CRITERIA
VS TARGET
========================= ========================================== ============================= ===========================
APPLICATIONS SUPPORT
Customer required Presstek qualification of key pre-press Verification by Presstek Application not functional
Pre-press applications applications required by a typical user.
are supported o QuarkXpress 4 or Higher
o PageMaker 6.5 or Higher
o InDesign version
o PhotoShop 5 or higher
o Impostrip
o Presswise
o Illustrator 9 or higher
o FreeHand 9 or higher
o Trapwise.
Postscript, PDF printing
PDL Support
------------------------- ------------------------------------------ ----------------------------- ---------------------------
JOB SUCCESS Overall percentage of jobs run < [CONFIDENTIAL TREATMENT
successfully REQUESTED]/*/
Job Success Rate
Client to RIP > [CONFIDENTIAL TREATMENT REQUESTED]/*/ Reference < [CONFIDENTIAL TREATMENT
REQUESTED]/*/
RIP > [CONFIDENTIAL TREATMENT REQUESTED]/*/ < [CONFIDENTIAL TREATMENT
REQUESTED]/*/
RIP to Plate > [CONFIDENTIAL TREATMENT REQUESTED]/*/ < [CONFIDENTIAL TREATMENT
REQUESTED]/*/
Plate Preparation > [CONFIDENTIAL TREATMENT REQUESTED]/*/ plate sets accepted <_[CONFIDENTIAL TREATMENT
REQUESTED]/*/ acceptable
Paper Handling less than [CONFIDENTIAL TREATMENT REQUESTED]/*/ > [CONFIDENTIAL TREATMENT
waste/job due to paper jams effecting job REQUESTED]/*/ waste
integrity TENTATIVE OK
========================= ========================================== ============================= ===========================
========================= ========================================== ============================= ===========================
PRESS PRODUCTIVITY Reference Information
Print Speed 7,000 Impressions/Hour Maximum provided: > 10% increase in prep time
[CONFIDENTIAL TREATMENT
REQUESTED]/*/ unload/load
plates
Plate imaging ~ 2.5 minutes @ 1270 DPI [CONFIDENTIAL TREATMENT
REQUESTED]/*/ plate imaging
~ 5.0 Minutes @ 2540 DPI [CONFIDENTIAL TREATMENT
REQUESTED]/*/
Auto Plate Cleaning 2 minute cycle [CONFIDENTIAL TREATMENT
REQUESTED]/*/ cleaning
[CONFIDENTIAL TREATMENT
REQUESTED]/*/ adjusting color
Color Adjustment [CONFIDENTIAL TREATMENT
(Time to SAD) < 3 minutes REQUESTED]/*/
Total = [CONFIDENTIAL
TREATMENT REQUESTED]/*/
Job to job make ready (FAQ document)
time [CONFIDENTIAL TREATMENT REQUESTED]/*/
(run to run) [CONFIDENTIAL TREATMENT
Plate life at defined REQUESTED]/*/ imaging, plate,
baseline [CONFIDENTIAL TREATMENT REQUESTED]/*/ paper, ink, cleaning,
K without loss of [CONFIDENTIAL profiling, register, balance
TREATMENT REQUESTED]/*/% dot
[CONFIDENTIAL TREATMENT
REQUESTED]/*/
------------------------- ------------------------------------------ ----------------------------- ---------------------------
RIP PRODUCTIVITY 2/26/01
RIP File naming RIP filenames to follow standard NT 1.) RIP filenames should
convention user friendly conventions with version identified follow standard NT naming RIP effects plate imaging
conventions [CONFIDENTIAL or printing speed
Rip and System Plate imaging not slowed by RIP TREATMENT REQUESTED]/*/
Interactions After 15 characters, the
Printing not slowed by RIP. Concurrent press GUI can't display the
processing of PostScript files (RIP) while full filename.
printing at rated speed (All make ready
components being executed in parallel)
2.) If you RIP a file, the Press must wait for RIP
RIP Time Typical RIP time < Typical job completion RIP names the file during ongoing operations
time "Filename00". If you RIP it
again, it names it < Benchmark
Job Storage Ability to store RIP jobs. Adequate job "Filename01". RIP it a third
storage (54 GB) time, "Filename02".
------------------------- ------------------------------------------ ----------------------------- ---------------------------
ENVIRONMENTAL & SAFETY
NRTL Inspection Meet standards (UL775) Verification by EH&S Any failures
CE Meet standards
FCC/EMC FCC Part 15
Laser Declaration Xerox EH&S Concurrence
Consumables MSDS Xerox EH&S concurrence
------------------------- ------------------------------------------ ----------------------------- ---------------------------
SOFTWARE FUNCTIONALITY
100% planned Ability to run defined matrix.
functionality [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT
critical problems (prevent job from being run) REQUESTED]/*/ or more critical
[CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT
major problems (require work around to proceed) REQUESTED]/*/ major problems
------------------------- ------------------------------------------ ----------------------------- ---------------------------
CUSTOMER SATISFACTION
Beta test [CONFIDENTIAL TREATMENT REQUESTED]/*/% [CONFIDENTIAL TREATMENT
satisfied or very satisfied on CSMS for Launch. REQUESTED]/*/% less than
Launch [CONFIDENTIAL TREATMENT REQUESTED]/*/% target on CSMS
12 months after launch.
========================= ========================================== ============================= ===========================
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
========================= ========================================== ============================= ===========================
"Q"
========================= ========================================== ============================= ===========================
SERVICE FACTORS
Reliability Outlook OGMR = [CONFIDENTIAL TREATMENT (Service Initiated Calls (SI) 10% greater than target
OGMR (Calls per Year) REQUESTED]/*//Yr/Press (With Service includes PMs, Safety, S/W for OGMR
Contract) Breakdown: OGM=UM+SI upgrades and is only
UMR= [CONFIDENTIAL TREATMENT REQUESTED]/*/ performed if customer has a
/Yr ([CONFIDENTIAL TREATMENT REQUESTED]/*/ service contract)
DI and [CONFIDENTIAL TREATMENT
REQUESTED]/*/Press) SI = [CONFIDENTIAL
TREATMENT REQUESTED]/*//Yr
Call Duration [CONFIDENTIAL TREATMENT REQUESTED]/*/ hours/call
Fix Rate (First visit [CONFIDENTIAL TREATMENT REQUESTED]/*/ 5% less than target on
after a call has been Fix Rate
received)
Fix Rate (Correct Part [CONFIDENTIAL TREATMENT REQUESTED]/*/ 5% less than target on
is Ordered during first Fix Rate
visit)
Response Time [CONFIDENTIAL TREATMENT REQUESTED]/*/ Consistently Greater than
Hours (from time the service repreceives the call) target
Install Time [CONFIDENTIAL TREATMENT REQUESTED]/*/ 10% greater than target
man hrs ([CONFIDENTIAL TREATMENT REQUESTED]/*/,
8hrs/day)
Training Time [CONFIDENTIAL TREATMENT REQUESTED]/*/ Hrs. Customer capable of running 10% greater than target
(Pre-Press [CONFIDENTIAL TREATMENT and maintaining press.
REQUESTED]/*/ days, Press [CONFIDENTIAL Syllabus approved by Xerox.
TREATMENT REQUESTED]/*/ days) onsite
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Hrs
(Pre-Press [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days, Press [CONFIDENTIAL
TREATMENT REQUESTED]/*/ days) at Presstek
Faultless Installs 100% Successful Installs Less than target
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
========================= ========================================== ============================= ===========================
"C"
========================= ========================================== ============================= ===========================
DC233 DI
Press Per contract attachment > 5% variance
RIP
Software
Options
------------------------- ------------------------------------------ ----------------------------- ---------------------------
CONSUMABLES
Plates Per contract attachment > 5% variance
Towels
------------------------- ------------------------------------------ ----------------------------- ---------------------------
SERVICE COST Per contract attachment Parts costs are being > [CONFIDENTIAL TREATMENT
Service Costs (Parts/Call) comprehended. Total expected REQUESTED]/*/
Service Costs (Labor) yearly system volumes are > [CONFIDENTIAL TREATMENT
required. REQUESTED]/*/
========================= ========================================== ============================= ===========================
"D"
========================= ========================================== ============================= ===========================
DOCUCOLOR 233 DI PROGRAM NASG - [CONFIDENTIAL TREATMENT REQUESTED]/*/ > 4 weeks slip
LAUNCH XE - [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------- ------------------------------------------ ----------------------------- ---------------------------
TTM PHASE GATE 3.1/3.2 [CONFIDENTIAL TREATMENT REQUESTED]/*/ > 4 weeks slip
------------------------- ------------------------------------------ ----------------------------- ---------------------------
TTM PHASE GATE 3.3/3.4 [CONFIDENTIAL TREATMENT REQUESTED]/*/ > 4 weeks slip
EH&S Certification
------------------------- ------------------------------------------ ----------------------------- ---------------------------
VOLUME
2001 Installs Consistent with Business case assumptions <_ [CONFIDENTIAL TREATMENT
REQUESTED]/*/ Business Case
2001 Equipment delivery Per Xerox forecast >_ 10% variance
2001 Completed Installs Per Xerox forecast/ confirmed orders >_ 10% variance
------------------------- ------------------------------------------ ----------------------------- ---------------------------
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT D
---------
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
EXHIBIT D - REVISED 02 MARCH 2001
- PLATE SPECIFICATIONS -
PRODUCT NAME: Presstek PEARLdry PLUS thermal laser media - spooled product.
PRODUCT DESCRIPTION: Metalized polyester film with silicone coating.
PRODUCT APPLICATION: Plate material for Presstek DI enabled printing presses.
The material is spooled on steel cores that engage unwind and take-up mechanisms
integral to the press plate cylinder. The design allows a specific amount of
material to be advanced into imaging and printing position. A thermal laser
imaging system creates a latent image on the surface of the plate. A subsequent
cleaning step removes silicone in the imaged areas, creating an ink-receptive
printing master. Up to [CONFIDENTIAL TREATMENT REQUESTED]/*/* copies can be
produced from the printing master.
* Actual run length performance may vary.
PRODUCT SPECIFICATION:
-------------------------- ---------------------------------------- ----------------------------------------
PAX DI SUN DI
-------------------------- ---------------------------------------- ----------------------------------------
Spool width [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------- ---------------------------------------- ----------------------------------------
Spool Length [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------- ---------------------------------------- ----------------------------------------
Images / Spool [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------- ---------------------------------------- ----------------------------------------
- CLEANING MEDIA (TOWEL) SPECIFICATIONS -
PRODUCT NAME: PMT/P (Pre-Moistened Towels for Plate Cleaning
PRODUCT DESCRIPTION: Cleaning media wound in a roll that is pre-moistened with
a cleaning agent
PRODUCT APPLICATION: On Presstek DI presses using the PEARLdry Plus thermal
laser media, a cleaning step is required post imaging and pre-printing. The
PMT/P cleaning media is used in one of the cleaning steps to prepare the
PEARLdry Plus plate for printing.
PRODUCT SPECIFICATION:
-------------------------- ---------------------------------------- ----------------------------------------
PAX DI SUN DI
-------------------------- --------------------------------------- -----------------------------------------
Roll width [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------- --------------------------------------- -----------------------------------------
Roll Length [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------- --------------------------------------- -----------------------------------------
Uses / Roll [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------- --------------------------------------- -----------------------------------------
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT E
---------
CERTIFICATION OF MATERIAL
ENVIRONMENTAL, HEALTH, & SAFETY COMPLIANCE
------------------------------------------
By June 01, 2001 PRESSTEK hereby will certify that all Consumables provided to
XEROX comply with all applicable governmental laws, regulations and XEROX
[CONFIDENTIAL TREATMENT REQUESTED]/*/, Environmental, Safety, & Health
Requirements for Materials". PRESSTEK also certifies that all analysis, testing
and research has been conducted on Products necessary to support all required
registrations, and filings and to be available to respond to inquiries from
customers, government agencies, emergency response personnel and medical
professionals regarding the contents of the formulation and potential health
effects of exposure to Products. PRESSTEK represents and warrants that it will
establish processes and procedures for responding to all such inquires in
accordance with law. All such processes and procedures will be designed to
satisfy the obligations of XEROX as seller and/or distributor of Products to the
general marketplace of each country where Products are sold by XEROX. Processes
and procedures established by PRESSTEK are subject to review and approval by
XEROX. At a minimum, PRESSTEK shall have 24 hour coverage for immediate response
to emergency inquiries.
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
[ATTACHED HERE ARE 8 IMAGES OF LABELS APPEARING ON PACKAGES
OF PRESSTEK PLATES AND CLEANING TOWELS]
DocuColor 233DI (Presstek DI)
DC233DI
Note: Prefer one
label set for
worldwide (both WH
& XE markets).
US, Canada & UK
Printing Plates
Pallet Plates Carton
4 cartons - 5 levels 8R8052
Xerox does not anticipate handling Presstek Part # will not appear on label
product at this level of product Presstek #AMM09061
packaging
Plates Cartons (20) Carton Label
4" H X 8" W
Pallet Label
Sealing Tape
4 Rolls per Carton
Roll Label
Roll of 28 plates
Sealed Roll Cover
Label Versions required for WH & XE
DocuColor 233DI (Presstek DI)
DC233DI
Note: Prefer one
label set for
worldwide (both WH
& XE markets).
US, Canada & UK
Printing Plates
Pallet Plates Carton
4 cartons - 5 levels 8R8052
Xerox does not anticipate handling Presstek Part # will not appear on label
product at this level of product Presstek #AMM09061
packaging
Plates Cartons (20) Carton Label
4" H X 8" W
Pallet Label
Sealing Tape
4 Rolls per Carton
Roll Label
Roll of 28 plates
Sealed Roll Cover
Label Versions required for WH & XE
DocuColor 233DI (Presstek DI)
DC233DI
Note: Prefer one
label set for
worldwide (both WH
& XE markets).
Pre-moistened Plate Cleaning Towels
Pallet Towel Carton
Xerox does not anticipate handling 8R8053
product at this level of product PressTek #RYY03151
packaging
Pallet Label Carton Label
Master Carton(8) Sealing Tape
4 Rolls per Carton
Master Carton Label Label (4)
Product Label
Towel Cartons(25) Label (4)
Please Note
Sealing Tape Towel Roll(4)
Xerox Logo on towels every 18"
is this required?
Sealed Towel Roll Cover (4)
Vacuum sealed PE film
Label Versions required for WH & XE
EXHIBIT E
-------------------------------------------------------------------------------------------------------------
DC233 DI DC400 DI
-------------------------------------------------------------------------------------------------------------
Presstek Part # RYY03151 RYY03141
-------------------------------------------------------------------------------------------------------------
Xerox Reorder # 8R8053 8R8051
-------------------------------------------------------------------------------------------------------------
Description Pre-moistented Plate cleaning Pre-moistented Plate cleaning
towels towels
-------------------------------------------------------------------------------------------------------------
Country of origin USA USA
-------------------------------------------------------------------------------------------------------------
Packaging of towels
-------------------------------------------------------------------------------------------------------------
# Towels/Roll 150 uses / roll 150 uses / roll
-------------------------------------------------------------------------------------------------------------
# Rolls / Carton 4 8
-------------------------------------------------------------------------------------------------------------
# Towels /Carton 600 1200
-------------------------------------------------------------------------------------------------------------
Roll Dimensions [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------------------------------------------------------------------------------------------
Carton Dimensions
-------------------------------------------------------------------------------------------------------------
L X W X H 368x102x102mm 559x203x102mm
-------------------------------------------------------------------------------------------------------------
Gross weight / carton 1.0 kg 3.1 kg
-------------------------------------------------------------------------------------------------------------
Net weight / carton 0.9 kg 2.9 kg
-------------------------------------------------------------------------------------------------------------
# Cartons / pallet (1) Note: Xerox Pallet containing 8 Master Pallet containing 8 Master
does not anticipate handling carton; Master carton carton; Master carton
product at this level. containing 25 cartons containing 12 cartons
-------------------------------------------------------------------------------------------------------------
Dimension of towels
-------------------------------------------------------------------------------------------------------------
L X W X thickness na na
-------------------------------------------------------------------------------------------------------------
Yield [CONFIDENTIAL [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
TREATMENT REQUESTED]/*/ /plate /plate
-------------------------------------------------------------------------------------------------------------
Composition (CAS#s or generic Towel material; Fiber core Towel material; Fiber core
material- moistener? etc.) reused as take-up roll. reused as take-up roll.
See note. See note.
-------------------------------------------------------------------------------------------------------------
Special Handing Requirements
-------------------------------------------------------------------------------------------------------------
Handling for use( gloves, etc.) Use protective gloves when Use protective gloves when
handling handling
-------------------------------------------------------------------------------------------------------------
Shipping No special requirements No special requirements
-------------------------------------------------------------------------------------------------------------
Storage above 65 F / horizontal above 65 F / horizontal
-------------------------------------------------------------------------------------------------------------
Shelf Life 1 year 1 year
-------------------------------------------------------------------------------------------------------------
Recycling/Disposal ?
-------------------------------------------------------------------------------------------------------------
Packaging Recycleable cardboard Recycleable cardboard
-------------------------------------------------------------------------------------------------------------
Towels dispose according to local dispose according to local
practices; see note. practices; see note.
-------------------------------------------------------------------------------------------------------------
Warranty Free from manufacturing Free from manufacturing
defects defects
-------------------------------------------------------------------------------------------------------------
Direct Materials Cost [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------------------------------------------------------------------------------------------
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT E
-------------------------------------------------------------------------------------------------------------
DC233 DI DC400 DI
-------------------------------------------------------------------------------------------------------------
Presstek Part # AMM09061 AMM09021
-------------------------------------------------------------------------------------------------------------
Xerox Reorder # 8R8052 8R8050
-------------------------------------------------------------------------------------------------------------
Description Printing Plates Printing Plates
-------------------------------------------------------------------------------------------------------------
Country of origin USA USA
-------------------------------------------------------------------------------------------------------------
Packaging of paltes (Rolls)
-------------------------------------------------------------------------------------------------------------
Plates/Roll 28 36
-------------------------------------------------------------------------------------------------------------
Rolls / Carton 4 4
-------------------------------------------------------------------------------------------------------------
# Plates /Carton 112 144
-------------------------------------------------------------------------------------------------------------
Roll Dimensions [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------------------------------------------------------------------------------------------
Carton Dimensions
-------------------------------------------------------------------------------------------------------------
L X W X H 445x406x146mm 571x495x178mm
-------------------------------------------------------------------------------------------------------------
Gross weight / carton 9.1 kg 17.3 kg
-------------------------------------------------------------------------------------------------------------
Net weight / carton 7.7 kg 15.0 kg
-------------------------------------------------------------------------------------------------------------
# Cartons / pallet (1) non stackable pallets; 4 non stackable pallets; 2
cartons X 5 levels cartons X 5 levels
-------------------------------------------------------------------------------------------------------------
Dimension of plates
-------------------------------------------------------------------------------------------------------------
L X W X thickness na na
-------------------------------------------------------------------------------------------------------------
Yield [CONFIDENTIAL [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
TREATMENT REQUESTED]/*/ impressions/plate impressions/plate
-------------------------------------------------------------------------------------------------------------
Composition (CAS#s or generic Coated Polyester Film, Metal Coated Polyester Film, Metal
material- substrate; coating, core reused as take-up roll. core reused as take-up roll.
etc.) MSDS's MSDS's
-------------------------------------------------------------------------------------------------------------
Special Handing Requirements
-------------------------------------------------------------------------------------------------------------
Handling for use( gloves, light
sensitivity etc.) none none
-------------------------------------------------------------------------------------------------------------
Shipping No special requirements No special requirements
-------------------------------------------------------------------------------------------------------------
Storage 50-90 F (condensation free 50-90 F (condensation free
environment environment
-------------------------------------------------------------------------------------------------------------
Shelf Life indefinite indefinite
-------------------------------------------------------------------------------------------------------------
Recycling/Disposal ? No special requirements No special requirements
-------------------------------------------------------------------------------------------------------------
Packaging Recycleable cardboard Recycleable cardboard
-------------------------------------------------------------------------------------------------------------
Plates Spent plates (roll) dispose of Spent plates (roll) dispose of
locally or can be returned to locally or can be returned to
Presstek for disposal Presstek for disposal
(shredded and incinerated) (shredded and incinerated)
-------------------------------------------------------------------------------------------------------------
Warranty Free from manufacturing Free from manufacturing
defects defects
-------------------------------------------------------------------------------------------------------------
Direct Materials Cost $/Carton [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------------------------------------------------------------------------------------------
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
DocuColor 400DI (Presstek DI)
DC400DI
Note: Prefer one
label set for
worldwide (both WH
& XE markets).
US, Canada & UK
Printing Plates
Pallet Plates Carton
2 cartons - 5 levels 8R8050
Xerox does not anticipate handling Presstek #AMM09021
product at this level of product
packaging
Plates Cartons (10) Carton Label
4" X 8"
Pallet Label
Internal Packaging
Sealing Tape
4 Rolls per Carton
Roll Label
1 7/8" x 4"
Roll of 36 plates
Sealed Roll Cover
Label Versions required for WH & XE
DocuColor 400DI (Presstek DI)
DC400DI
Note: Prefer one
label set for
worldwide (both WH
& XE markets).
Pre-moistened Plate Cleaning Towels
Pallet Towel Carton
Xerox does not anticipate handling 8R8051
product at this level of product Presstek #RYY03141
packaging
Pallet Label Carton Label
Master Carton(8) Sealing Tape
8 Rolls per Carton
Master Carton Label Label (8)
Product Label
Towel Cartons(12) Label (8)
Please Note!
Sealing Tape Towel Roll(8)
Xerox Logo on towels every 18"
is this required?
Sealed Towel Roll Cover (8)
Vacuum sealed PE film
Label Versions required for WH & XE
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT F
---------
Page 2 of 4 (F) shows Adast Logo on the DC400. The location is non-operator side
at delivery end of Press.
Page 3 of 4 (F) shows the Ryobi name plate that will be applied to the
non-operator side of the feed end of the Press.
Page 4 of 4 (F) shows photo of Ryobi name plate applied per above.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT G
---------
Update to: Exhibit G Updated: Feb. 16, 2001
D233 Product Pricing:
---------------------------------------------------------------------------------------------------------------------
FRONT END Xerox Part# Presstek Part# Sale Price to Xerox
----------------------------------------------------------- ----------- -------------- -------------------
Presstek DI Server (renamed from PEARLserver) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
Presstek DI-rip (renamed from PEARLrip) + Presstek DI-tools [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
Presstek DI-tools (renamed from PEARLtools) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 3000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 5000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 7000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 7500) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 9000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 9500) [CONFIDENTIAL TREATMENT REQUESTED]/*/
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Consumables Xerox Part# Presstek Part# Description Sale Price to Xerox
------------------------ ----------- -------------- ----------------------------------------------------- -------------------
DC 233 DI plates [CONFIDENTIAL Box of 4 rolls of plates for DC 233 DI $ [CONFIDENTIAL
TREATMENT TREATMENT
REQUESTED]/*/ REQUESTED]/*/
------------------------ ----------- -------------- ----------------------------------------------------- -------------------
DC 233 DI PMT/P [CONFIDENTIAL Box of 4 rolls of plate cleaning towels for DC 400 DI $ [CONFIDENTIAL
TREATMENT TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Xerox PDS-E Density
Presses: DC 233 DI Part# Presstek Part# Press IR dryer Scanner
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, 60 Hz/230 V [CONFIDENTIAL TREATMENT n/a n/a
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR dryer, 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/ n/a
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, PDS-E (E filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL
REQUESTED]/*/ TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 000 XX-0, XXX-X (T filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL
REQUESTED]/*/ TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR Dryer, PDS-E (E filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT [CONFIDENTIAL [CONFIDENTIAL
REQUESTED]/*/ TREATMENT TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR Dryer, PDS-E (T filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT [CONFIDENTIAL [CONFIDENTIAL
REQUESTED]/*/ TREATMENT TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, 50 Hz/460 V [CONFIDENTIAL TREATMENT n/a n/a
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR dryer, 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/ n/a
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, PDS-E (E filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL
REQUESTED]/*/ TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 000 XX-0, XXX-X (T filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL
REQUESTED]/*/ TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR Dryer, PDS-E (E filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT [CONFIDENTIAL TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR Dryer, PDS-E (T filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT [CONFIDENTIAL TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, 60 Hz/460 V [CONFIDENTIAL TREATMENT n/a n/a
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR dryer, 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/ n/a
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, PDS-E (E filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL
REQUESTED]/*/ TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 000 XX-0, XXX-X (T filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL
REQUESTED]/*/ TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR Dryer, PDS-E (E filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT [CONFIDENTIAL TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------- ------- -------------- --------- -------- -------------
Docucolor 233 DI-4, IR Dryer, PDS-E (T filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT [CONFIDENTIAL TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------- ------- -------------- ------------------------------------------
PDS-E density scanner [CONFIDENTIAL For field installation: E type filter
TREATMENT
REQUESTED]/*/
---------------------------------------------------------- ------- -------------- ------------------------------------------
PDS-E density scanner [CONFIDENTIAL For field installation: T type filter
TREATMENT
REQUESTED]/*/
-----------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Pre-Press & Total: Sale
Presses: DC 233 DI Install (1) Press Trng (2) Price to Xerox
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR dryer, 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, PDS-E (E filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 000 XX-0, XXX-X (T filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR Dryer, PDS-E (E filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR Dryer, PDS-E (T filter) 60 Hz/230 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR dryer, 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, PDS-E (E filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 000 XX-0, XXX-X (T filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR Dryer, PDS-E (E filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR Dryer, PDS-E (T filter) 50 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR dryer, 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, PDS-E (E filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 000 XX-0, XXX-X (T filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR Dryer, PDS-E (E filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
Docucolor 233 DI-4, IR Dryer, PDS-E (T filter) 60 Hz/460 V [CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------------------------------ ----------- -------------- --------------
PDS-E density scanner [CONFIDENTIAL
TREATMENT
REQUESTED]/*/
------------------------------------------------------------ -------------------------------------------
PDS-E density scanner [CONFIDENTIAL
TREATMENT
REQUESTED]/*/
------------------------------------------------------------ -------------------------------------------
Notes: 1) As part of installation Customer receives [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days press training and [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days pre-press training at customer site
2) Pre-Press & Press training occurs at Presstek and includes
[CONFIDENTIAL TREATMENT REQUESTED]/*/ week for [CONFIDENTIAL TREATMENT
REQUESTED]/*/ pre-press person and [CONFIDENTIAL TREATMENT REQUESTED]
/*/ week for [CONFIDENTIAL TREATMENT REQUESTED]/*/ press operator
3) Ideally training at Presstek occurs before installation
Update to: Exhibit G Updated: Feb. 16, 2001
D400 Product Pricing:
----------------------------------------------------------- --------------------------- -------------------
Front End Xerox Part# Presstek Part# Sale Price to Xerox
----------------------------------------------------------- ----------- -------------- -------------------
Presstek DI Server (renamed from PEARLserver) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
Presstek DI-rip (renamed from PEARLrip) + Presstek DI-tools [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
Presstek DI-tools (renamed from PEARLtools) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 3000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 5000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 7000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 7500) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 9000) [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------- ----------- -------------- -------------------
XXXX plus ProofReady Plug-in (Epson 9500) [CONFIDENTIAL TREATMENT REQUESTED]/*/
-------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Consumables Xerox Part# Presstek Part# Description Sale Price to Xerox
------------------------ ----------- -------------- ----------------------------------------------------- -------------------
DC 400 DI plates [CONFIDENTIAL Box of 4 rolls of plates for DC 400 DI [CONFIDENTIAL
TREATMENT TREATMENT
REQUESTED]/*/ REQUESTED]/*/
------------------------ ----------- -------------- ----------------------------------------------------- -------------------
DC 400 DI PMT/P [CONFIDENTIAL Box of 8 rolls of plate cleaning towels for DC 400 DI [CONFIDENTIAL
TREATMENT TREATMENT
REQUESTED]/*/ REQUESTED]/*/
---------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Pre-Press
& Press Total: Sale
Presses: DC 400 DI Xerox Part# Presstek Part# Press Perf Install(1) Trng(2) Price to Xerox
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-5, No Perf, 60 Hz/220 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL TREATMENT REQUESTED]/*/
REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-5, Perf 1&2, 60 Hz/220V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-5, Perf 2&3, 60 Hz/220V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-5, No Perf, 50 Hz/400 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL TREATMENT REQUESTED]/*/
REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-5, Perf 1&2, 50 Hz/400V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-5, Perf 2&3, 50 Hz/400V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-4, No Perf, 60 Hz/220 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL TREATMENT REQUESTED]/*/
REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-4, Perf 1&2, 60 Hz/220V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-4, Perf 2&3, 60 Hz/220V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-4, No Perf, 50 Hz/400 V [CONFIDENTIAL TREATMENT n/a [CONFIDENTIAL TREATMENT REQUESTED]/*/
REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-4, Perf 1&2, 50 Hz/400V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------- ----------- -------------- ---------- ---------- ---------- --------- -----------
DocuColor 400 DI-4, Perf 2&3, 50 Hz/400V [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------------------------------------------------------------------------------------------------------------
Notes: 1) As part of installation Customer receives [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days press training and [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days pre-press training at customer site
2) Pre-Press & Press training occurs at Presstek and includes
[CONFIDENTIAL TREATMENT REQUESTED]/*/ for
[CONFIDENTIAL TREATMENT REQUESTED]/*/ pre-press person and
[CONFIDENTIAL TREATMENT REQUESTED]/*/ week for [CONFIDENTIAL TREATMENT
REQUESTED]/*/ press operator
3) Ideally training at Presstek occurs before installation
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT H
---------
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT H
---------
FINAL TEST ACCEPTANCE CRITERIA
1. [CONFIDENTIAL TREATMENT REQUESTED]/*/
2. [CONFIDENTIAL TREATMENT REQUESTED]/*/
3. [CONFIDENTIAL TREATMENT REQUESTED]/*/
4. [CONFIDENTIAL TREATMENT REQUESTED]/*/
5. [CONFIDENTIAL TREATMENT REQUESTED]/*/
6. [CONFIDENTIAL TREATMENT REQUESTED]/*/
7. [CONFIDENTIAL TREATMENT REQUESTED]/*/
8. [CONFIDENTIAL TREATMENT REQUESTED]/*/
9. These criteria are subject to change by mutual written agreement between
Xerox and Presstek.
QUALITY ASSURANCE PROCEDURES
To be determined in a written amendment to the Agreement executed by the parties
within 90 days of execution of this contract.
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT I
---------
SOURCE CODE ESCROW AGREEMENT
This SOURCE CODE ESCROW AGREEMENT is entered into by and among DATA
SECURITIES INTERNATIONAL, INC. with offices ___________________________________
("DSI" or "HOLDER"); PRESSTEK, INC., a Delaware corporation ("LICENSOR"), with
offices at 0 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000; and Xerox
Corporation, located at ______________________ (the "LICENSEE" or "LICENSEE").
RECITALS
A. Licensor and Licensee have entered or will enter into certain Master Supply
and Distribution Agreement involving the production of Presses certain
proprietary software or firmware technology of Licensor (referred to in this
Agreement as the "MASTER AGREEMENT").
B. Licensor desires to avoid unauthorized use or disclosure of its proprietary
technology except under certain limited circumstances as defined herein.
C. The availability of the proprietary technology of Licensor is critical to
Licensee in the conduct of its business and, therefore, Licensee needs access to
the source code materials and other proprietary technology of Licensor under
certain limited circumstances if Licensor shall fail to maintain and support the
software described in the Master Agreement, or should Licensor experience
financial difficulties by becoming subject to bankruptcy or insolvency
proceedings, as defined herein.
D. Licensor and Licensee desire to establish an escrow with DSI to provide for
the retention, administration and controlled access of certain proprietary
technology materials of Licensor.
E. The parties desire this Agreement to be supplementary to the Master
Agreement pursuant to 00 Xxxxxx Xxxxxx Bankruptcy Code, Section 365(n). This
Agreement is entered into in furtherance of the provisions and objectives of
that certain Master Agreement.
For valuable consideration acknowledged by each, the parties agree that:
1. DEPOSIT. Licensor shall deposit with Holder those source code materials
specified in EXHIBIT I-1 (the "Deposit"). Licensor shall keep the Deposit
at the current revision level on an annual basis commencing with the
effective date of this Agreement. In addition, Licensor shall update the
Deposit at any time during the term or any renewal term of this Agreement
that Licensor issues a new, material version or release of the Deposit.
Licensor also agrees to comply with Holder's reasonable requests for the
deposit or replacement of Deposit materials likely to physically degrade.
2. RETENTION OF REPLACED DEPOSIT. Holder will also retain all existing and
supplanted Deposit materials for the benefit of Licensee and Licensor.
3. VERIFICATION AND DELIVERY. The Deposit shall be packaged for storage as
reasonably instructed by Holder and accompanied by a cover sheet
identifying the contents as indicated in EXHIBIT I-1. Risk of loss or
damage to the Deposit materials during shipment shall lie with the
PAGE 1 OF 10
Licensor. Licensee shall have the right to verify, at its own expense, each
Deposit before shipment at Licensor's premises.
Licensor hereby grants Licensee and Holder, free of charge, at its own
expense, the right to use the facilities of Licensor, including its
computer systems, to as reasonably necessary to verify the Deposit. Such
right shall be exercised by 30 days' prior written notice from Licensee to
Licensor and inspection will occur during Licensor's normal business hours
without undue disruption of Licensor's business. At the expense of
Licensor, Licensor shall make available Licensor's technical support
personnel as reasonably necessary to verify the Deposit.
4. STORAGE OF DEPOSIT. Holder shall safekeep the Deposit in a security vault
and exercise the same high standard of care to protect the Deposit which
Holder would use to protect items of this nature which Holder might own,
but in no event less than that standard of care customary in the industry.
5. USE AND NONDISCLOSURE. Except as expressly provided in this Agreement,
Holder shall not disclose or make any use whatsoever of the Deposit, nor
shall Holder disclose or make use of any confidential information provided
to Holder by Licensor or Licensee in connection with this Agreement without
the prior written consent of Licensor or Licensee, respectively. These
obligations shall continue indefinitely notwithstanding any termination of
this Agreement for any reason.
6. RECORDS AND AUDIT RIGHTS. Holder shall keep complete written records of the
activities undertaken and materials prepared pursuant to this Agreement.
Upon 10 days prior written notice to Holder during the term of this
Agreement, Licensor and Licensee shall be entitled to inspect and request
the records of Holder with respect to this Agreement at reasonable times
during normal business hours at Holder's facilities and to inspect the
Deposit required then to be held by Holder.
7. RELEASE OF DEPOSIT. If Licensee notifies Holder of the occurrence of a
release condition as defined in EXHIBIT I-2, Holder shall immediately
notify Licensor and provide Licensor with a copy of the notice from
Licensee. Licensor shall have ten (10) business days from the date Holder
sends its notice to notify Holder and Licensee that the release condition
has not occurred or has been cured. Failing such timely notice, Holder
shall release a copy of the Deposit to Licensee. However, if Holder
receives timely notice from Licensor, Holder shall not release a copy of
the Deposit but shall instead institute the Dispute Resolution Process
below within three (3) business days of such timely notice from Licensor.
8. DISPUTE RESOLUTION PROCESS. Holder shall first notify Licensor and Licensee
in writing of contrary instructions from Licensee and Licensor for release
of the Deposit. Within five (5) business days after the date the notice is
sent by Holder, an independent referee shall be appointed by the mutual
agreement of Licensor and Licensee.
On the 20th business day after the dispute notice from Holder, the referee
shall meet at the San Diego, California offices of Holder, or such other
location as is mutually agreed upon by Licensor and Licensee, and shall
hear testimony and other evidence that Licensor and Licensee may wish to
present with respect to the dispute. The meetings shall be conducted from
8:30 am. to 5:30 p.m. on no more than three (3) consecutive business days,
national holidays excluded. Licensee shall present up to one day of
evidence followed by up to one day of presentation from Licensor, followed
by a final day reserved for rebuttal by each party in the morning and
afternoon, respectively. Licensor, Licensee and Holder agree that the
evidence and results of the hearings shall not be disclosed to third
parties.
PAGE 2 OF 10
Within two business days after the close of the presentations, the referee
shall resolve the dispute by a written decision.
This dispute resolution process shall be the exclusive means for resolving
disputes regarding a release of the Deposit, and the decision of the
referees shall be final, conclusive, and enforceable by a court of
competent jurisdiction. All costs of the referee shall be split between
Licensor and Licensee.
Insofar as possible, the referee shall be, at the time of selection, a
partner or manager of a national or regional accounting or software
consulting firm (including the information processing, management support,
and affiliates thereof) not employed by or affiliated with the Licensor or
Licensee, and such referee shall be required to have relevant experience in
the field of computer software technology and licensing. The sole issues
for arbitration shall be whether there exists any material failure of
Licensor to provide any support for the Software which it is obligated to
provide under the Master Agreement and whether there has occurred a
"Release Condition" under EXHIBIT I-2.
9. JOINT RELEASE. Licensee and Licensor may, by joint written instruction to
Holder, authorize the release of the Deposit or a copy of it to the party
named in the instruction.
10. RIGHTS IN DEPOSIT. Licensee's rights in the Deposit are stated in EXHIBIT
I-3. This Agreement shall automatically terminate upon the termination of
the Master Agreement, and notice shall be provided by Licensor and Licensee
to Holder regarding such termination.
11. TERM AND TERMINATION. The account will renew each year on the anniversary
date upon receipt by Holder of the renewal fees.
If Holder does not receive the renewal fee from Licensee by the anniversary
date of this Agreement, Holder shall give notice to Licensor and Licensee.
If the fee is not received from Licensee within thirty days of such notice,
this Agreement shall automatically expire. Upon expiration of this
Agreement, Holder will return the Deposit to Licensor. All obligations of
Holder under this Agreement shall terminate thereafter, except as provided
in this Agreement.
12. FEES. All fees of Holder shall be due from Licensee in full upon receipt of
Holder's invoice. Fees shall be those specified in Holder's schedule of
fees in effect for the initial term of this Agreement plus taxes (unless
Licensee provides evidence of tax-exempt status), which schedule of fees is
attached as EXHIBIT I-4. Holder shall not increase fees during the term of
this Agreement.
13. ACCOUNT REPRESENTATIVE. Licensor, Licensee, and Holder shall each designate
an authorized individual to receive notices and otherwise act on behalf of
Licensor, Licensee and Holder in connection with this Agreement.
Representatives may be changed by prior written notice to the other
parties.
14. NOTICES. All notices for a release or a dispute in connection with this
Agreement shall be in writing addressed to the Account Representatives,
shall be sent by overnight courier service or electronic facsimile
transmission (with a confirmation copy to follow by first class mail,
postage prepaid) and shall be effective at the end of the next business day
following delivery.
15. AUTHENTICITY. Holder may act in reliance upon any instruction, instrument,
or signature believed to be genuine and may assume that it has been duly
authorized.
PAGE 3 OF 10
16. HOLD HARMLESS. Licensor and Licensee will hold Holder harmless against any
action regarding the release or refusal to release a copy of the Deposit by
Holder so long as Holder has acted in good faith and in accordance with
this Agreement. Licensee and Licensor agree to defend and indemnify Holder
and hold Holder harmless from and against any and all claims, actions and
suits, whether in contract or in tort, and from and against any and all
liabilities, losses, damages, costs, charges, penalties, counsel fees, and
other expenses of any nature (including, without limitation, settlement
costs) incurred by Holder as a result of performance of the Agreement,
except in the event of a judgment which specifies that Holder acted in bad
faith or with gross negligence or willful misconduct.
17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
conflict of laws principles.
18. PRIOR AGREEMENTS. The Master Agreement with each Licensee and this
Agreement, including the Exhibits to both Agreements, constitute the entire
agreement between the parties concerning the subject matter of this
Agreement and the Deposit, and shall supersede all previous communications,
representations, understandings, and agreements, oral or written, between
and among the parties. Licensor and Licensee acknowledge that Holder has no
knowledge of the terms and conditions contained in the Master Agreement and
that Holder's only obligations shall be as set forth herein or in any other
writing signed by Holder, Licensor and Licensee.
19. SEVERABILITY. If any provision of this Agreement is held by any court to be
invalid or unenforceable, then that provision will be severed from this
Agreement and the remaining provisions shall continue in force.
20. ASSIGNMENT. No party may assign any rights or delegate any obligations
under this Agreement without the prior written consent of the others, and
any attempt to do so shall be deemed void, except as provided in the Master
Agreement. Any party may assign this Agreement to a successor to all or
substantially all the capital stock or assets of a party, whether by sale,
merger, tender offer or other form of acquisition.
21. WAIVER. Waivers of any right under this Agreement shall only be effective
if in writing signed by the party possessing the right.
22. EXHIBITS. The following Exhibits are made a part of this Agreement by this
reference:
Exhibit I-1: Deposit Materials
Exhibit I-2: Release Conditions
Exhibit I-3: Rights in Deposit
Exhibit I-4: Schedule of Fees
PAGE 4 OF 10
IN WITNESS WHEREOF, the parties have executed this Master Source Code
Escrow Agreement by their duly authorized officers as of the date set forth
above.
DATA SECURITIES
INTERNATIONAL, INC. XEROX CORPORATION (LICENSEE)
By: _____________________________ By: _____________________________
Title: ___________________________ Title: __________________________
PRESSTEK, INC. (LICENSOR)
By: _____________________________
Title: ___________________________
PAGE 5 OF 10
EXHIBIT I-1
DEPOSIT MATERIALS
-----------------
A. SOURCE CODE DEPOSIT MATERIALS
-----------------------------
1. A copy of source code and all source code documentation, listings, and
programmers' notes relating to the design, use, operation, and
maintenance of all:
a. Licensor's proprietary Software as described in the Master
Agreement;
b. Modifications, enhancements, new versions or releases, additions,
code corrections, and workarounds of the Software included in the
Master Agreement;
c. Any of the above materials replaced by Licensor and retained by
Holder according to the terms of this Agreement; and
d. source code listings, program specifications, schematics, system
documentation, development tools and methodologies, algorithms,
flowcharts, modifications, enhancements, programmer commentary, and
all necessary data and technical information relating to the Software
which will enable a reasonably skilled programmer to create, enhance,
maintain, support and modify the Software which is the subject of the
Master Agreement, to the extent available.
2. A description of the development system, hardware, software,
compilers, and the like sufficient for Licensee to continue
development and support of the Software included in the Master
Agreement.
3. The Deposit materials shall be in machine-readable form on magnetic
tape or diskette.
4. The source code shall be updated on an annual basis.
B. COVER SHEET FOR DELIVERY OF DEPOSIT
-----------------------------------
Deposit Account Name _____________________
Deposit Account Number ___________________
___ Deposit ___ Supplement to Deposit ___ Replacement of Deposit
Software Name __________________________ Version ______________
Date _______________ CPU/OS ________________ Compiler _________
Application ___________________________________________________
Utilities needed ______________________________________________
Special Operating Instructions ________________________________
Media ___________________________ Quantity ____________________
Hardware Description __________________________________________
PAGE 6 OF 10
EXHIBIT I-2
RELEASE CONDITIONS
------------------
The Deposit shall be released to Licensee upon the occurrence of any of the
following events:
1. Failure of Licensor following Licensee's giving notice to Licensor, to
fulfill its Software support obligations as required within the time
periods permitted in the Master Agreement (the "Software Obligations").
2. Failure of Licensor to continue to do business and such failure continues
for a period of 90 days.
3. Unless prohibited by law, the filing of a petition by or against Licensor
for relief under the United States Bankruptcy Code; a general assignment
for the benefit of creditors by Licensor; the appointment of a general
receiver or trustee in bankruptcy for Licensor's business or property; or
action by Licensor under any state insolvency or similar law for the
purpose of its bankruptcy, or liquidation.
4. Any rejection or termination of the Software Obligations by Licensor or its
successors or representatives in breach of the provisions of the Software
Obligations contained in the Master Agreement, including in all events any
rejection or termination of the Software Obligations or any proposal to do
so under Title 11 of the United State Code, as now constituted or hereafter
amended (the "Bankruptcy Code"), or any other federal or state bankruptcy,
insolvency, receivership, or similar law.
5. Failure of a trustee, including Licensor as debtor in possession, in any
bankruptcy case hereafter filed by or against Licensor either to assume the
Software support obligations contained in the Master Agreement and this
Master Source Code Escrow Agreement within forty-five (45) days after the
filing of the initial bankruptcy petition or to perform such obligations
and this Escrow Agreement within the meaning of Section 365(a)(4)(i) of the
Bankruptcy Code.
The rights in the Software, including associated intellectual property
rights, that Licensee may elect to retain following a rejection of the Master
Agreement or this Agreement under Section 365(n) of the Bankruptcy Code do not
include the right of Licensee to discontinue any royalty or other payment
obligation for use of Licensor's Software. Under no circumstances shall Licensee
be entitled to use of the Software under this Escrow Agreement without also
paying to Licensor (or its successors) any then-accrued or ongoing royalty,
distribution fee, other license fee payment obligation arising under the Master
Agreement, as well as payment for Presses under the Master Agreement. This
Agreement shall be automatically terminated at Licensor's option if Licensee
fails to make any such payment obligation following notice thereof from Licensor
or is otherwise in default of its obligations under the Master Agreement.
PAGE 7 OF 10
EXHIBIT I-3
LICENSEE'S RIGHTS AND OBLIGATIONS IN
------------------------------------
ESCROW MATERIALS
----------------
1. X. XXXXX OF CURRENT LICENSE TO SOURCE CODE. Licensor hereby presently
grants to Licensee a limited license in the intellectual property content of the
Deposit, exercisable upon release of the Deposit by Holder to Licensee under the
Release Conditions. Licensee's license is limited, non-exclusive, and
fully-paid-up. Licensee's license to the Deposit materials hereunder is limited
in duration to the term of the Master Agreement. Licensee's license to the
Deposit is restricted solely to the furtherance of Licensee's rights or
fulfillment of Licensor's support obligations for the Licensor software as set
forth in the Master Agreement. The license includes the right to use, display
and perform any Deposit user documentation or Software (in machine-readable form
only). No right is provided to Licensee to copy (except for archive purposes),
manufacture, reproduce or distribute or transfer to others copies of the
Software or documentation, except as contemplated by the Master Agreement or
this Agreement. Use of the Source Code by Licensee shall be limited to the uses
of the System permitted under the Master Agreement and shall be limited to use
within the Territory as provided in the Master Agreement.
B. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE. Licensee shall
treat the Deposit and Related Materials as confidential information. Licensee
shall maintain all confidential information in strict confidence. Licensee shall
take all commercially reasonable steps to ensure that no unauthorized person or
entity has access to such confidential information of Licensor (including the
Deposit material) and that all authorized persons having access to confidential
information of Licensor (including the Deposit material) refrain from any
unauthorized use or disclosure. All right, title, and interest to Software of
Licensor shall at all times remain vested in Licensor. The Software is the
exclusive property of Licensor and contains valuable proprietary information and
trade secrets of Licensor developed at a great cost and expense. Licensee agrees
not to translate, decompile, disassemble, reverse-engineer, create derivative
works, or take any other steps intended to produce a source language statement
of the Software and not to copy, reproduce, distribute, transfer, or disclose
the Software to others without the prior consent of Licensor, except as
contemplated by the Master Agreement or this Agreement. Any violation of the
foregoing restrictions shall terminate this Agreement and the Master Agreement.
Licensee will retain on each copy of the Software and user documentation that it
distributes any copyright, trademark, and other intellectual property rights of
Licensor.
C. RETURN OF DEPOSIT. Licensee shall immediately return the Deposit
materials if Licensor has cured the release conditions giving rise to the
release of the Deposit and resumes performance of its obligations under the
Master Agreement. The Escrow Agreement shall be reinstated upon Licensee's
return of the Deposit and payment of any fees to Holder. Licensee shall return
the Deposit materials in accordance with the standard requirements of Holder.
2. RESTRICTIONS ON USE OF DEPOSIT MATERIALS: Licensee hereby agrees to comply
with all of the following provisions in its use of the Deposit materials
following any release:
(i) Licensee shall keep the Deposit materials in a secure location so
as to preclude unauthorized persons from having access to the contents thereof
at all times when the Deposit materials are being used in accordance with the
provisions of this Escrow Agreement. Licensee shall permit Deposit materials to
be removed only to the extent of Licensee's actual use of any such contents as
required for the exercise of Licensee's rights pursuant to this Escrow Agreement
and the Master Agreement.
PAGE 8 OF 10
(ii) The Deposit materials shall remain on Licensee's premises at all times
and shall be returned to the secure location when not in direct or immediate
use.
(iii) Licensee shall limit use of, and access to, the Deposit materials to
those of its employees and consultants who are directly involved in the use of
the Deposit materials to support the Licensor Software and/or to carry out
Licensee's permitted uses, and who have a need to know the contents of the
Deposit materials for the performance of their duties in connection with such
permitted uses.
(iv) Licensee shall cause all of its employees and consultants who have
access to the Deposit materials to comply with all restrictions on the
confidentiality of the Deposit materials set forth in the Master Agreement or in
any Confidentiality Agreement between the parties.
(v) Licensee shall assist Licensor in identifying and preventing any use
or disclosure of the Deposit material by the present or former employees or
consultants of Licensee in any manner which is not expressly permitted by the
Escrow Agreement or Master Agreement.
(vi) Licensee shall be liable for all damages or costs suffered by Licensor
in connection with any unauthorized transfer, disclosure, copying, duplication,
reproduction or use or misappropriation of the Deposit material by Licensee or
its employees or consultants.
(vii) At all times during which any portion of the Deposit materials is in
use, Licensee shall locate the Deposit materials in a room or container which
shall be securely locked so as to preclude unauthorized persons from having
access to it. Only those employees referred to in paragraph (iii) above shall
have access to keys to the lock of such room or container; and Licensee shall
record the signature and date and hour of entry to and departure from such room
or container by all persons.
(viii) Licensee shall not, and shall not permit any of its employees or
consultants to, reproduce or copy any of the Deposit material, or remove any
copyright or proprietary notice contained or included on or in the Deposit
material, or make any disclosure of the Deposit material, except to other
employees or consultants of Licensee as may be necessary or appropriate in
connection with their permitted use of Deposit material hereunder, or otherwise
attempt to transfer the Deposit material to anyone.
3. RETENTION OF TITLE. Licensor retains sole and exclusive title to and
ownership of the Deposit materials (except to the extent of components thereof
which are licensed to Licensor by its licensors), and all patents, copyrights,
and other intellectual property rights in and to the Deposit materials.
4. LICENSEE'S DEFAULT. If Licensee at any time defaults in its obligations
under the Master Agreement and such default is not remedied by Licensee within
any applicable grace period as provided in the Master Agreement and the Master
Agreement is terminated, Licensor may terminate the rights granted to Licensee
under this Escrow Agreement.
5. USE OF DEPOSIT AT LICENSEE'S RISK. LICENSEE ACKNOWLEDGES THAT IT USES THE
DEPOSIT MATERIALS AT ITS OWN RISK.
PAGE 9 OF 10
EXHIBIT I-4
SCHEDULE OF FEES
----------------
FEE & SERVICES SCHEDULE
========================== ========== =========
NEW ESCROW AGREEMENT ANNUAL FEE SETUP FEE
========================== ========== =========
Comprehensive Preferred $ 2,650 $ 1,050
Master Preferred $ 1,350 $ 2,050
Reseller $ 1,350 $ 2,050
Preferred $ 1,350 $ 1,050
Web Content Protection $ 1,000 $ 1,050
FlexSAFE $ 1,250 $ 350
SAFE $ 1,250 $ 350
Technology Protection $ 700 No Fee
ADDITIONAL BENEFICIARY
--------------------------
Preferred $ 650/ea. $ 1,050
Master Preferred $ 650/ea. No Fee
FlexSAFE $ 200/ea. No Fee
SAFE $ 50/ea. No Fee
ADDITIONAL DEPOSIT ACCOUNT
--------------------------
Master Preferred $ 700 No Fee
================================================================================
================================================================================
SERVICE OPTIONS FEES
========================== =========
Unlimited deposit updates or replacement, plus
one additional storage unit $ 300/yr.(1)
Individual deposit updates or replacements $ 200/ea.
SecurEmail: Unlimited deposits, updates or replacements
sent electronically, via secure e-mail, plus one
additional storage unit $ 500/yr.
DeposiTrack updates $ 300/ea.(1)
Remote vaulting $ 500/yr.
Release filing fee No Fee (2)
Custom contracts No Fee (3)
Additional storage units $ 100/ea.
Technical verification (estimates based on $225/hr.)
Verification Level I $ 1,000(1)
Verification Level II $1,500 - $2,000(4)
Verification Level III $4,000 - $8,000(4)
================================================================================
1 Included in the Comprehensive Preferred annual fee.
2 Copying expenses in excess of $300 will be chargeable.
3 An annual fee of $500 may be assessed for contract modifications that change
DSI's standard processes or risk, specifically deposit handling, release or
termination procedures and general indemnity issues.
4 Verification is a sequential process. A Level I must be completed before work
on a Level II can begin, and a Level II must be completed before work on a
Level III can begin. Listed fees reflect only the cost for each level.
DSI TECHNOLOGY ESCROW SERVICES
An Iron Mountain Company
For More Information Call: (000) 000-0000
San Francisco o Boston o Chicago o Dallas
Atlanta o San Diego o Los Angeles o Toronto o London
xxx.xxxxxxxxx.xxx
PAGE 10 OF 10
AMENDED MASTER SUPPLY AND DISTRIBUTION AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J
---------
EXHIBIT J
---------
AMENDED SERVICE AGREEMENT
THIS AMENDED SERVICE AGREEMENT (the "Service Agreement") dated as of May 11,
2001 ("Effective Date"), is between Xerox CORPORATION with offices at 000
Xxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000 ("Xerox"), and Presstek, Inc. having a
place of business at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000
("Presstek").
WHEREAS, Xerox and Presstek have entered in to a certain Master Supply and
Distribution Agreement dated September 21, 2000 ("Distribution Agreement"); and
WHEREAS, Exhibits X-0, X-0, X-0, X-0, X-0, and J-6, (the "Service Agreement") to
the Distribution Agreement set out terms and conditions relevant to Service of
Products pursuant to the Distribution Agreement ; and
WHEREAS, Presstek and Xerox wish to amend, modify and restate the terms of the
original Service Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises, other good and valuable
consideration received and to be received, Presstek and Xerox hereby agree as
follows:
I. DEFINITIONS
1. "Customer" shall mean the current or future customer of Xerox for the
Products and Services. "Customer" may also mean Xerox, when Xerox is a
purchaser of the Product, provided however that where terms applicable
to Xerox differ from those applicable to other Customers (as expressly
set forth herein), such express terms shall continue to apply.
2. "Documentation" shall mean user guides, operating manuals, education
materials, product descriptions and specifications, technical manuals,
supporting materials, and other information relating to the Products,
or used in conjunction with the Services, whether distributed in print,
magnetic, electronic, or video format, in effect as of the date the
Product is shipped or the Service is provided to Xerox/Customers,
including Documentation as defined in the Distribution Agreement as
applicable.
3. "Maintenance Site" shall mean the Customer location where Service is
to be performed.
4. "Principal Period of Maintenance" ("PPM") shall mean (a) the period
during which Services are to be performed at the applicable Maintenance
Site, specifically the [CONFIDENTIAL TREATMENT REQUESTED]/*/ commencing
at [CONFIDENTIAL TREATMENT REQUESTED]/*/ and ending at [CONFIDENTIAL
TREATMENT REQUESTED]/*/ Eastern Time, Monday through Friday, excluding
national holidays; and (b) the continuous [CONFIDENTIAL TREATMENT
REQUESTED]/*/ periods during which telephone support shall be provided
as further set forth herein.
-1-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
5. "Services" shall mean the services set forth in this Service Agreement
and Exhibits, including without limitation rigging arrangements and
facilitation, pre-sales site survey, installation, initial and remedial
Customer operator training, customer support, maintenance and repair
services; compliance with the XAMMP Process attached as Exhibit J-1;
Customer application testing; and Customer workflow productivity
enhancement (the "Services").
6. "Spares" shall mean spare parts for the Products and modifications,
enhancements and improvements thereto which are made pursuant to the
terms of this Service Agreement or the Distribution Agreement.
7. "Specifications" shall mean the functional, performance, operational,
compatibility, and other specifications or characteristics of Products
described in applicable Documentation and such other specifications or
characteristics of Products as further set forth in Xxxxxxxx X, X0, X,
X0, and D to the Distribution Agreement, as modified in writing by the
parties from time to time.
8. "Xerox" shall mean Xerox and, unless the context otherwise requires,
Xerox Companies.
9. "Xerox Company" shall mean Xerox (Europe) Limited, Fuji Xerox Co.,
Ltd., Xerox Modi Ltd., and any entity which is owned or controlled
directly or indirectly by Xerox Corporation or by any of the foregoing.
10. All other defined terms shall have the meanings identified and set
forth in the Distribution Agreement.
II. PURPOSE
1. Scope of Services.
-----------------
(a) During the initial and any renewal terms of this Service
Agreement, Presstek shall provide Services pursuant to the
terms and conditions of this Service Agreement and the
Distribution Agreement (a) to Customers for the Products on
Xerox' behalf as an independent contractor, and (b) to Xerox
for demonstration units of Products upon Xerox' issuance of a
purchase order therefor as further set forth herein. In the
event of any conflict between the terms of this Service
Agreement and the terms of the Distribution Agreement with
respect to the Services to be provided, the terms of this
Service Agreement shall have priority and govern the parties'
performance hereunder.
(b) With respect to any particular corporation, partnership or
business which has entered into any form of Customer service
contract pursuant to which Presstek is performing services
hereunder, (i) Presstek shall not provide repair or
maintenance service for any Xerox products other than the
Products, and (ii) so long as Xerox maintains the threshold
for its exclusive worldwide marketing and sales rights as set
out in Section 13 of the Distribution Agreement, Presstek
shall not supply Consumables as defined in the Distribution
Agreement. Except for the foregoing restriction, nothing in
this Service Agreement shall in any way limit Presstek from
providing repair service for any Xerox or non-Xerox products.
-2-
2. [CONFIDENTIAL TREATMENT REQUESTED]/*/ of Services. Upon the termination
of this Service Agreement, or after [CONFIDENTIAL TREATMENT
REQUESTED]/*/, Xerox, (or at Xerox' sole discretion, a third-party
designated by Xerox) may [CONFIDENTIAL TREATMENT REQUESTED]/*/ under
this Service Agreement (e.g., [CONFIDENTIAL TREATMENT REQUESTED]/*/,
without any accounting or further obligations to Presstek related to
Services hereunder. In the event that this Service Agreement should
terminate or Xerox should make such election [CONFIDENTIAL TREATMENT
REQUESTED]/*/, [CONFIDENTIAL TREATMENT REQUESTED]/*/, Xerox shall
provide Presstek with not less than [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days' prior written notice ("Written Notice of
Election").
(a) If, at the time Xerox provides such Written Notice of Election
Xerox [CONFIDENTIAL TREATMENT REQUESTED]/*/ and is not
otherwise in breach of this Service Agreement or the
Distribution Agreement, then:
(i) [CONFIDENTIAL TREATMENT REQUESTED]/*/ Xerox, at its
discretion, may perform a physical inventory to
verify the quantity and condition of such inventory,
Spares, and other items;
(ii) [CONFIDENTIAL TREATMENT REQUESTED]/*/ ;
(iii) [CONFIDENTIAL TREATMENT REQUESTED]/*/ ;
(iv) Presstek shall, within [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days of receiving the Written Notice of
Election, begin [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ such
certification to be completed within the
[CONFIDENTIAL TREATMENT REQUESTED]/*/
(v) Upon receipt of such written notice, Presstek shall
promptly and in good faith [CONFIDENTIAL TREATMENT
REQUESTED]/*/ . Should
-3-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
Xerox elect to [CONFIDENTIAL TREATMENT REQUESTED]/*/
as set out in the first paragraph of Section 2 above,
and upon such effective date thereof [CONFIDENTIAL
TREATMENT REQUESTED]/*/, Article X.4(d) of this
Service Agreement shall become effective, and Xerox
will perform in accordance with that Section. The
parties agree to meet quarterly to discuss the status
of [CONFIDENTIAL TREATMENT REQUESTED]/*/ pursuant to
this Section and Xerox will use commercially
reasonable efforts to provide more than [CONFIDENTIAL
TREATMENT REQUESTED]/*/ notice of any decision to
make such election; and
(vi) In the event Xerox elects [CONFIDENTIAL TREATMENT
REQUESTED]/*/ as set forth in this Section, Presstek
shall [CONFIDENTIAL TREATMENT REQUESTED]/*/ .
(b) If, at the time Xerox provides such Written Notice of Election
Xerox has not [CONFIDENTIAL TREATMENT REQUESTED]/*/ or is
otherwise in breach of this Service Agreement or the
Distribution Agreement, then:
(i) Presstek, at its sole discretion, [CONFIDENTIAL
TREATMENT REQUESTED]/*/ , and, within [CONFIDENTIAL
TREATMENT REQUESTED]/*/ days' receipt of such Written
Notice of Election, shall notify Xerox of such
intent. The parties shall negotiate in good faith and
mutually agree as to which [CONFIDENTIAL TREATMENT
REQUESTED]/*/ . Following the parties reaching
agreement as to which [CONFIDENTIAL TREATMENT
REQUESTED]/*/ . For purposes of this Section,
"Presstek Certified" shall mean [CONFIDENTIAL
TREATMENT REQUESTED]/*/ ;
(ii) Presstek will evaluate which inventory Spares and
items associated with Presstek meeting its
obligations under this Service Agreement
[CONFIDENTIAL TREATMENT REQUESTED]/*/ and Xerox, at
its discretion, may perform a physical inventory to
verify the quantity and condition of such inventory
of Spares and other items;
(iii) Presstek will evaluate which tools and the quantity
of such tools specific to servicing the PAX and SUN
Presses ("Press-Specific Tools") that Presstek needs.
[CONFIDENTIAL TREATMENT REQUESTED]/*/ . Presstek will
also [CONFIDENTIAL TREATMENT REQUESTED]/*/ Xerox any
-4-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
[CONFIDENTIAL TREATMENT REQUESTED]/*/ ;
(iv) [CONFIDENTIAL TREATMENT REQUESTED]/*/ ;
(v) Upon receipt of the Written Notice of Election,
Presstek shall promptly and in good faith
[CONFIDENTIAL TREATMENT REQUESTED]/*/ ). Should Xerox
elect to [CONFIDENTIAL TREATMENT REQUESTED]/*/ as set
out in the first paragraph of Section 2 above, and
upon such effective date thereof [CONFIDENTIAL
TREATMENT REQUESTED]/*/, of this Service Agreement
shall become effective, and Xerox will perform in
accordance with that Section. The parties agree to
meet quarterly to discuss the status of [CONFIDENTIAL
TREATMENT REQUESTED]/*/ pursuant to this Section and
Xerox will use commercially reasonable efforts to
provide more than [CONFIDENTIAL TREATMENT
REQUESTED]/*/ notice of any decision to make such
election;
(vi) Presstek shall, within [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days of receiving the Written Notice of
Election, [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ , such
certification to be completed within the
[CONFIDENTIAL TREATMENT REQUESTED]/*/; and
(vii) Should Xerox elect to [CONFIDENTIAL TREATMENT
REQUESTED]/*/ as set out herein, neither Xerox nor
Xerox' third-party designee(s) [CONFIDENTIAL
TREATMENT REQUESTED]/*/
-5-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
[CONFIDENTIAL TREATMENT REQUESTED]/*/ .
3. Product(s) Support Availability. For a period of at least [CONFIDENTIAL
TREATMENT REQUESTED]/*/ years from the date Xerox last sells the
Product(s) in either [CONFIDENTIAL TREATMENT REQUESTED]/*/, whichever
occurs first, and further subject to the terms of this Service
Agreement, Presstek agrees to make available Services to Xerox and
Customers, at mutually agreeable, reasonable prices and upon reasonable
terms. Notwithstanding the foregoing, Presstek may terminate such
Services on [CONFIDENTIAL TREATMENT REQUESTED]/*/ written notice in the
event that Presstek and Xerox are able to agree to an end of life
program reasonably acceptable to Xerox and Presstek. Presstek may
terminate any and all obligations under this Section II. 3
[CONFIDENTIAL TREATMENT REQUESTED]/*/ as set out in [CONFIDENTIAL
TREATMENT REQUESTED]/*/ , above.
4. Use of Xerox Name. Presstek shall refer to itself as an Authorized
Xerox Service Agent with respect to the Products. The parties agree
that no commission or other form of compensation shall be payable to
Presstek by Xerox in connection with this provision. Advertising and
use of the Xerox name and trademarks will conform to guidelines
published by Xerox. Presstek shall not refer to itself in any manner
that is inconsistent with Presstek's true status or which may be
misleading to Customers.
5. Presstek Is Not a Reseller of Xerox Products. During the term of this
Service Agreement and any extensions and for one year after the
termination of this Service Agreement, Presstek shall not market
(either as an agent, reseller, manufacturers' representative, or in any
other capacity) any Xerox products or supply items, except as expressly
agreed by the parties in a separate written agreement or in the
Distribution Agreement. This prohibition shall include, but not be
limited to, any assistance or arrangement of the acquisition, sale,
rental, marketing, or distribution of Xerox products or supply items by
any party other than Xerox.
6. Warranty Obligations. Services identified herein are in addition to
Presstek's warranty obligations with respect to Products as further set
forth in the Distribution Agreement, including Systemic Defect
provisions as defined therein.
III. SERVICE ENGAGEMENT PROCESS
1. Customer Service.
-----------------
(a) As directed by Xerox and in accord with the terms and
conditions hereof, Presstek shall provide the installation and
Service offerings to Customers identified in Exhibit J-2
("Installation, Service Offerings, Training and Pricing").
(b) Presstek shall prepare a Product Service Offerings package for
Customers in a format reasonably agreeable to Xerox and obtain
Xerox' advance written consent to any material modifications
thereto. Xerox will not unreasonably withhold this consent.
-6-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
(c) Xerox shall present and Customer may elect Service Offerings
at the time Customer enters into the Xerox order agreement for
Products.
(d) The parties shall agree upon, and Presstek shall implement, a
documented process for Customer's acceptance of Product
installation and written Service estimates to be provided by
Presstek to Customer in accordance with the foregoing. If any
request results in a significant change to any Estimate of
Charges provided by Presstek, Presstek shall promptly provide
revised estimates and the parties shall negotiate in good
faith such request and revisions.
2. Service of Xerox Demonstration or Internal-Use Equipment.
--------------------------------------------------------
(a) Presstek shall provide Services to Xerox at Xerox' request
from time to time for demonstration units of Products,
including without limitation resources to set up, run and
maintain such units in accordance with the terms hereof at a
charge not to exceed costs actually incurred by Presstek
without markup or other charge. The parties have mutually
agreed that the North American display/demonstration site
shall be in Hudson, New Hampshire. Any change in this site
location shall be mutually agreed by the parties. Any other
North American site shall be negotiated between the parties.
Should the Parties jointly agree to establish additional
site(s), the location of the additional site(s) and the cost
of services of such additional units to be negotiated between
the parties.
(b) Presstek shall provide Services to Xerox at Xerox' request
from time to time for trade-show units of Products, including
without limitation resources to set up, run and maintain such
units in accordance with the terms hereof at a charge not to
exceed costs actually incurred by Presstek without markup or
other charge.
(c) Presstek shall also provide Services at Xerox' request from
time to time with respect to Products purchased by Xerox for
Xerox's own use. Presstek shall accept, by providing to Xerox
a written or an oral acceptance, those purchase orders issued
by Xerox for Service which do not establish new or conflicting
terms and conditions from those set forth in this Service
Agreement or the Distribution Agreement, as well as purchase
orders incorporating terms and conditions which have been
separately agreed upon in writing by the parties. Presstek may
reject a purchase order that does not meet the conditions
described in this Section by promptly providing to Xerox a
written explanation of the reasons for such rejection. Xerox
shall have no responsibility or liability for or with respect
to Services provided without a purchase order.
(d) Upon [CONFIDENTIAL TREATMENT REQUESTED]/*/ days' notice Xerox
may issue an alteration to a purchase order in order to,
without limitation, (i) modify the quantity or type of
Services to be performed, (ii) implement any change or
modification as required or permitted in this Service
Agreement, (iii) correct typographical or clerical errors, or
(iv) order Services which are of superior quality or are new
options of the Services set forth in such original purchase
order. Xerox may issue an alteration to a purchase order in
order to change a Maintenance Site provided that (i) Xerox
provides Presstek [CONFIDENTIAL TREATMENT REQUESTED]/*/ days'
notice
-7-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
where the change of a Maintenance Site involves the relocation
of a Product; or (ii) Xerox provides Presstek [CONFIDENTIAL
TREATMENT REQUESTED]/*/ days' notice where the change of a
Maintenance Site does not involve the relocation of a Product.
Xerox may increase the level of Services to be performed by
Presstek and may decrease the level of Services or discontinue
Services by providing [CONFIDENTIAL TREATMENT REQUESTED]/*/
days' advance written notice to Presstek. Xerox shall promptly
receive a pro-rata modified fee for a decreased level of
Services (or a pro-rata increase in fee for an increase in the
level of Service) or the amount for discontinued Services
after the effective date of the notice. Xerox may reinstate
any discontinued Services by providing [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days' advance written notice to Presstek.
(e) Except as otherwise agreed upon by the parties, Xerox may
cancel [CONFIDENTIAL TREATMENT REQUESTED]/*/ of a purchase
order for Service(s) without charge or penalty upon Presstek's
receipt of written notice thereof [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days prior to the scheduled time of performance
of the affected Services, except in the case where Xerox has
requested a change in the Maintenance Site that involves the
relocation of a Product, in which case Xerox may cancel all or
a portion of a purchase order for such Service(s) upon
Presstek's receipt of written notice thereof [CONFIDENTIAL
TREATMENT REQUESTED]/*/ business days prior to the scheduled
time of the performance of the affected Service. In the event
Xerox fail to provide written notice within the times
specified in this paragraph, Xerox [CONFIDENTIAL TREATMENT
REQUESTED]/*/ related to the cancelled purchase order
(provided that such amount will not exceed the value stated on
the purchase order).
IV. PERFORMANCE OF SERVICES
1. Customer Installation/Rigging/Operator Training. Presstek will provide
installation and Customer operator training support in compliance with
the requirements and pricing set forth in Exhibit J-4, "Customer
Training", and Exhibit G to the Master Agreement, "Product Pricing", to
Customers for the Products upon receipt of a purchase order from the
Customer or Xerox as applicable and upon Customer meeting Presstek's
credit approval requirements. Presstek will coordinate all rigging and
shall charge the Customer for all rigging and associated costs.
2. Xerox Training. Presstek will provide [CONFIDENTIAL TREATMENT
REQUESTED]/*/ levels of training to Xerox under the terms of this
Service Agreement: [CONFIDENTIAL TREATMENT REQUESTED]/*/; and
[CONFIDENTIAL TREATMENT REQUESTED]/*/. The training provided by
Presstek for either [CONFIDENTIAL TREATMENT REQUESTED]/*/ or
[CONFIDENTIAL TREATMENT REQUESTED]/*/, herein, shall be scheduled in
groups of no less than [CONFIDENTIAL TREATMENT REQUESTED]/*/ but no
more than [CONFIDENTIAL TREATMENT REQUESTED]/*/ people at a time at
Presstek's facilities or at another location agreed to by Presstek.
Presstek will provide training to Xerox employees, in accordance with
this Section, [CONFIDENTIAL TREATMENT REQUESTED]/*/ ("Xerox'
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Training") provided, however,
that Xerox' [CONFIDENTIAL TREATMENT REQUESTED]/*/ Training sessions
(not including preparation) shall involve not more than [CONFIDENTIAL
TREATMENT REQUESTED]/*/ person days of Presstek training personnel
time. Xerox may, at its own discretion, allot Xerox' [CONFIDENTIAL
TREATMENT REQUESTED]/*/ Training among its employees for use in either
[CONFIDENTIAL TREATMENT REQUESTED]/*/ or [CONFIDENTIAL TREATMENT
REQUESTED]/*/, or any combination thereof, subject to the limitations
set out in this Section.
-8-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
Any training provided by Presstek beyond Xerox' Free Training shall be
performed in accordance with this Section and at Xerox' expense; the
cost of which is set forth in Exhibit J-6. Presstek will provide such
service as set out below:
(i.) Training to Familiarize Xerox Employees. Presstek
will provide Service training at [CONFIDENTIAL
TREATMENT REQUESTED]/*/ cost to Xerox technical
representatives. Such training shall be reasonably
directed to familiarize Xerox personnel with the
installation, servicing and associated issues with
regard to Products. Xerox cost for such training
activities is set forth in Exhibit J-6.
(ii.) Training to Certify Xerox Employees. Within
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days of Xerox
electing to transfer services, as set out in Article
II. 2, above or at any time Xerox may request,
Presstek will provide Certified Service Training to
Xerox, or Xerox-designated individuals. Such training
shall be to certify said Xerox-designated individuals
to be qualified to install, service and perform tasks
associated with issues with regard to Products as
described in Exhibit J-4. Presstek will provide this
initial certification training, or any additional
certification to Xerox-designated personnel at
[CONFIDENTIAL TREATMENT REQUESTED]/*/ expense, as set
forth in Exhibit J-6.
3. Telephone Support. Presstek will maintain a toll-free number telephone
support hotline for direct Customer technical support, troubleshooting,
onsite service requests, and information concerning Products and/or
Consumables [CONFIDENTIAL TREATMENT REQUESTED]/*/ hours/day,
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days/week including holidays, as
set out in Exhibit J-2, which shall be available to Xerox or other such
Customers that select the appropriate Service offering hereunder at
[CONFIDENTIAL TREATMENT REQUESTED]/*/ additional cost, provided that
Xerox or Customers who select such telephone support as an individual
offering shall be liable for the applicable fees therefor as set forth
in Exhibit J-2.
4. Preventive/Remedial Maintenance.
-------------------------------
(a) Presstek shall provide to Xerox and Customers who have
contracted with Presstek for any Service Offering all
preventive and remedial maintenance Services for the Products
as may be necessary or appropriate to keep such Products in,
or restore such Products to, good working order and operating
condition and capable of performing in accordance with the
applicable Specifications. Such Services shall include without
limitation the following: scheduled visits to the Customer
Site to perform complete mechanical and electrical preventive
maintenance, including any preventive maintenance required or
recommended to be performed by the applicable Product
manufacturer, and any cleaning, adjusting, lubricating,
inspecting and testing necessary to reduce Product failure and
extend useful Product life and ensure performance in
accordance with the Product Specifications. The scheduling of
preventive maintenance will be mutually agreed upon with
Xerox/the Customer from time to time in order to minimize
interruption of use of the Product.
(b) Presstek shall provide remedial maintenance upon notification
by Customer or Xerox that the Product requires maintenance.
-9-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
Remedial maintenance shall include unscheduled work required
by Customer or Xerox from time to time as required to repair
or replace defective Product or components thereof and to
return such defective Product/components to good working order
and operating condition and capable of performing in
accordance with the applicable Specifications. In the event
Product/components are not so operational, Presstek shall pay,
or reimburse Xerox and/or Customer for [CONFIDENTIAL TREATMENT
REQUESTED]/*/ as a result of such inoperability .
(c) In accordance with this Section, Presstek shall provide to
Customer the installation of engineering changes required or
recommended by the Product manufacturer or provider. Presstek
shall notify Xerox and Customer of the engineering changes to
be installed, and Xerox and/or Customer may, at its option,
consent to such installation and limit the installation or
timing of engineering changes other than safety changes.
5. Response Time.
-------------
(a) Presstek shall establish a work support process that includes
a "Customer Support Center" utilizing call logs and second and
third level support processes, together with a process for
implementing the escalation procedure outlined in Exhibit J-5.
A subject matter expert ("SME") will call the Customer within
[CONFIDENTIAL TREATMENT REQUESTED]/*/ minutes of being
assigned a Services call during the PPM.
(b) Presstek will provide Service to two types of Customers: (i)
those who enter a separate Service Contract with Presstek
("Contract Customers"); and (ii) those that do not enter into
a separate Service Contract with Presstek ("Non-Contract
Customers").
(i) Contract Customers. In the case of a Contract
Customer, upon either written or verbal notice by
Contract Customer to Presstek during the PPM that
remedial maintenance is required, Presstek's
qualified maintenance personnel shall arrive at the
Maintenance Site within [CONFIDENTIAL TREATMENT
REQUESTED]/*/ of notification and shall use
commercially reasonable efforts to accomplish the
necessary repairs as promptly as possible; provided,
however, that Presstek agrees during the term hereof
to use commercially reasonable efforts to decrease
this response time. If the required response time
should extend beyond the PPM, Presstek and Customer
(or Presstek and Xerox where Service is requested for
a Xerox-owned machine) shall mutually agree whether
such Services shall be performed at such time or
during the next PPM. If Presstek's maintenance
personnel fail to arrive or use commercially best
efforts to be fully prepared to perform Services
within the required response time period, the
Customer, shall receive a credit from Presstek in an
amount set out under the terms of the Service
Agreement between Presstek and the Contract Customer.
-10-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
(ii) Non-Contract Customers. In the case of a Non-Contract
Customer, upon either written or verbal notice by
Non-Contract Customer to Presstek during the PPM that
remedial maintenance is required, Presstek's
qualified maintenance personnel shall arrive at the
Maintenance Site within [CONFIDENTIAL TREATMENT
REQUESTED]/*/ consecutive hours of notification and
shall use commercially reasonable efforts to
accomplish the necessary repairs as promptly as
possible; provided, however, that Presstek agrees
during the term hereof to use commercially reasonable
efforts to decrease this response time. If the
required response time should extend beyond the PPM,
Presstek and the Customer (or Presstek and Xerox
where Service is requested for a Xerox-owned machine)
shall decide whether such Services shall be performed
at such time or during the next PPM. If Presstek's
maintenance personnel fail to arrive or use
commercially best efforts to be fully prepared to
perform Services within the required response time
period, the Non-Contract Customer shall be entitled
to a [CONFIDENTIAL TREATMENT REQUESTED]/*/ discount
for maintenance charges payable to Presstek
hereunder.
(c) In addition to and without limiting the foregoing, any and all
Customers identified software problems will be managed through
a Presstek process generally equivalent to the Xerox Software
Problem Action Request Process (SPAR Process). SPAR(s) are
rated by severity of the Product Failure (as defined in the
Distribution Agreement) and defined as follows:
SEVERITY LEVEL 1 shall be defined as a "catastrophic problem"
wherein the Customer's system is down, and/or the user has no
production capability, or a field service technician cannot
proceed with an installation.
SEVERITY LEVEL 2 shall be defined as a "severe problem"
wherein the Customer's system is up, but production capability
is seriously degraded.
SEVERITY LEVEL 3 shall be defined as a "moderate problem"
wherein the Customer's system is up, but production capability
is reduced.
SEVERITY LEVEL 4 shall be defined as a "minor problem" wherein
the Customer's system is up, with no significant impact to
production.
6. Problem Severity Response Time/Resolution Time. Presstek will make
every commercially reasonable attempt to achieve the following Response
Times and Target Resolution Times for each SPAR:
SEVERITY RESPONSE TIME TARGET RESOLUTION TIME
Level (1) [CONFIDENTIAL TREATMENT REQUESTED]/*/
Level (2) [CONFIDENTIAL TREATMENT REQUESTED]/*/
Level (3) [CONFIDENTIAL TREATMENT REQUESTED]/*/
Level (4) [CONFIDENTIAL the next version of
TREATMENT REQUESTED]/*/ the Product(s)
Presstek will use commercially reasonable efforts to remedy or
ameliorate the problem within a commercially reasonable period,
depending on the severity of the problem. Failure of Presstek to meet
the above Response Times and Target Resolution Times shall not be
considered a breach of this Service Agreement, provided that Presstek
makes every commercially reasonable attempt to do so as provided
herein.
-11-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
Notwithstanding the foregoing, Presstek's failure to achieve the above
Response and Target Resolution Times for at least [CONFIDENTIAL
TREATMENT REQUESTED]/*/ of SPARs in any rolling [CONFIDENTIAL TREATMENT
REQUESTED]/*/ month period shall constitute a material breach of this
Service Agreement.
"Response Time" is defined as the time necessary to (a) acknowledge the
receipt of a problem, or (b) request any additional information as is
necessary for the Presstek Technical Support group to escalate the
problem to the Presstek QA or engineering groups for resolution. In the
event of (b) above, the Presstek Technical Support group will be
responsible for monitoring the timeliness of the QA/Engineering
response, as well as keeping the OEM Technical Support group updated as
to the status of the problem. In the case of a problem submitted by
telephone, it is assumed that the response is immediate in that the
call is answered as soon as a Presstek Technical Support representative
is available to answer.
"Resolution Time" is defined as the time necessary to provide a
software fix or work around, explanation of functionality or other such
item as to (a) resolve the customer's problem where it is proven to be
the fault of Product software or firmware, and/or (b) provide
reasonable explanation or evidence that the problem is not the result
of Presstek firmware or software. Presstek Technical Support will use
commercially reasonable efforts when resolving Customer issues for
Xerox.
Presstek shall have the additional SPAR responsibilities set forth on
Exhibit J-6.
7. Customer Satisfaction Surveys. The parties shall jointly agree upon a
format for and administer a Customer Service Satisfaction Survey.
Presstek shall achieve an average monthly score on such Customer
Service Satisfaction Survey of not less than [CONFIDENTIAL TREATMENT
REQUESTED]/*/. Should Presstek achieve an average monthly score below
[CONFIDENTIAL TREATMENT REQUESTED]/*/ but above [CONFIDENTIAL TREATMENT
REQUESTED]/*/ for [CONFIDENTIAL TREATMENT REQUESTED]/*/, the parties
shall meet to agree on a course of remedial action. Should Presstek
achieve an average monthly score below [CONFIDENTIAL TREATMENT
REQUESTED]/*/ but above [CONFIDENTIAL TREATMENT REQUESTED]/*/ for any
[CONFIDENTIAL TREATMENT REQUESTED]/*/ months, Xerox may consider such
action a material breach of this Service Agreement. Should Presstek
achieve an average monthly score of [CONFIDENTIAL TREATMENT
REQUESTED]/*/ or below for any [CONFIDENTIAL TREATMENT REQUESTED]/*/,
Xerox may consider such action a material breach of this Service
Agreement. The parties agree to renegotiate the minimum average score
for purposes of this Section on an annual basis to reflect
year-over-year improvements and productivity.
8. [CONFIDENTIAL TREATMENT REQUESTED]/*/ Configuration Units of PAX
Products. Presstek shall not charge Customers for Services rendered
with respect to the [CONFIDENTIAL TREATMENT REQUESTED]/*/ [CONFIDENTIAL
TREATMENT REQUESTED]/*/ Configuration units of PAX Presses
[CONFIDENTIAL TREATMENT REQUESTED]/*/ of the Distribution Agreement)
during the [CONFIDENTIAL TREATMENT REQUESTED]/*/ month period
commencing with installation at a Customer location.
9. Presstek shall not charge Customers for Services rendered with respect
to the [CONFIDENTIAL TREATMENT REQUESTED]/*/ PAX and [CONFIDENTIAL
TREATMENT REQUESTED]/*/ SUN [CONFIDENTIAL TREATMENT REQUESTED]/*/
Configuration units of Product (identified in Section 6(d) of the
Distribution Agreement) during the applicable [CONFIDENTIAL TREATMENT
REQUESTED]/*/ test period.
-12-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
V. SPARES
1. Spares Inventory. At the commencement of this Service Agreement,
Presstek shall (a) provide Xerox with a list of repairable and
non-repairable parts and (b) compile a Spares inventory, such inventory
to be Presstek's estimate of the parts reasonably necessary to allow
for the provision of Services to Customers. These Spares shall at all
times remain the property of Presstek until and unless they are
provided to Customers as part of the Services. Presstek shall maintain
spares at an adequate level in [CONFIDENTIAL TREATMENT REQUESTED]/*/
and [CONFIDENTIAL TREATMENT REQUESTED]/*/ (and such other geographic
locations in which the parties agree to market and distribute the
Products, the timing thereof to be negotiated and agreed, provided that
Presstek must meet Xerox' launch requirements concerning Spares) to
support the then current installed base of Products. Presstek will also
make available to Customers a list of all spares that Presstek
reasonably believes should be kept on site and of which the Customer
may want to keep in the Customer's inventory.
2. Emergency Spares Inventory. Presstek shall at all times maintain an
adequate inventory of each Spare, at no cost to Xerox, and use this
supply of Spares solely for shipment to Xerox or its Customers as
emergency Spares, when requested. Deliveries of emergency Spares shall
be made as promptly as practicable but not more than [CONFIDENTIAL
TREATMENT REQUESTED]/*/ hours of Xerox' or Customer's written or verbal
request to Presstek.
3. Spares Delivery and Invoicing. Presstek will supply Spares directly to
and invoice Xerox/the Customer in accordance with mutually agreed upon
terms.
4. Continuity of Supply. Presstek shall make available to Xerox and its
Customers Spares (as that term is defined in the Distribution
Agreement) for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ years
from the last delivery of Products under the Distribution Agreement and
notwithstanding any termination or expiration hereof.
5. Equivalent Spares. Xerox agrees to accept equivalent and/or
interchangeable (form, fit and function compatible as defined herein)
Spares during the [CONFIDENTIAL TREATMENT REQUESTED]/*/ year period set
forth above, if Presstek's source of supply should change and such
change is beyond Presstek's reasonable control. The determination as to
whether Spares are equivalent and/or interchangeable shall be made by
mutual agreement of the parties.
6. Payment Terms. Payment for Spares shall be due within [CONFIDENTIAL
TREATMENT REQUESTED]/*/ days of Xerox' or the Customer's receipt of
correct invoice, subject to Presstek's credit approval of the Customer.
7. Shipping Terms. Shipping terms for Spares shall be as agreed by the
parties.
8. Priority. Presstek shall use commercially reasonable efforts to supply
Spares and Consumables at the lead time agreed upon by the parties on a
priority basis to Customers and to Xerox to replenish any Xerox low
stock condition, and shall immediately upon receipt of relevant
purchase orders notify Xerox of the anticipated shipment date of all
Spares orders.
-13-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
VI. SERVICE TOOLS, DOCUMENTATION AND RECORDS
1. Tools. Presstek shall acquire and maintain at its own expense those
tools necessary for the adequate performance of the Services. Pagers or
cell phones are considered a tool and necessary for the adequate
performance of the Services. Presstek is required to supply all
technicians with a pager or cell phone that will support Xerox
processes.
2. Service Documentation.
(a) Presstek is responsible for ensuring the availability of
sufficient Documentation to support its provision of Services
prior to commencing the provision of Services to Customers
pursuant to this Service Agreement. Documentation shall be
updated by Presstek from time to time as it deems necessary
with notification to Xerox thereof.
(b) The parties agree that Documentation as defined herein shall
not contain the Xerox name or trademark or any other reference
to Xerox, until Xerox has verified such Documentation and
provided written consent to such use.
3. Service Records. Presstek shall maintain complete and accurate written
records detailing without limitation (a) an inventory of all Products
covered by Services hereunder listed by manufacturer, model number,
serial number and Maintenance Site, and (b) all Services provided
hereunder including, but not limited to, service logs, call close
reports ("SCRs"), and itemized reports and records of all of Xerox and
Customer requests for Services and Presstek's corresponding response
and resolution times. Presstek shall provide such records to Xerox
monthly as well as following a request from Xerox therefor and shall
assist Xerox in reconciling any differences between its records and
Xerox' and/or Customer records. Xerox shall establish a Product
Performance Reporting System database and Presstek shall provide Xerox
with the foregoing information in those formats (and via those
processes) that Xerox may designate from time to time consistent with
such database. It shall be Presstek's responsibility to ensure that
this information is complete and accurate.
4. Review. During the term of this Service Agreement, the parties shall
conduct monthly team status conference calls and formal quarterly
performance reviews to assess delivery and performance of Products as
well as the Services performed by Presstek hereunder.
VII. STANDARD OF CONDUCT AND ADDITIONAL OBLIGATIONS OF Presstek
1. Personnel Competence, Training, and Conduct.
(a) Presstek shall assign a sufficient number personnel to perform
the Services who are competent to perform the Services.
Presstek employees shall not provide any part of the Services
on any Product until he or she has been successfully trained
by Presstek and/or the manufacturer of the Products. If a
person assigned by Presstek to perform any Services becomes
unavailable to do so for any reason, Presstek shall replace
that person with one of comparable ability.
-14-
(b) Presstek and its employees shall make no representations about
Xerox or the Products other than those contained in
promotional literature provided by Xerox or otherwise
authorized in writing by Xerox.
(c) The conduct of Presstek, its employees, and representatives
shall conform to the highest ethical standards and shall
reflect favorably on the good name and reputation of Xerox.
2. Customer Complaints. Recognizing the importance of Customer
satisfaction to Xerox, Presstek shall use commercially reasonable
efforts to avoid customer complaints. However, if Xerox receives a
written customer complaint about Presstek's performance of the
Services, Xerox shall: [CONFIDENTIAL TREATMENT REQUESTED]/*/ .
(i.) If Xerox determines that [CONFIDENTIAL TREATMENT
REQUESTED]/*/ , Xerox shall notify Presstek
accordingly and Presstek must submit to Xerox
[CONFIDENTIAL TREATMENT REQUESTED]/*/. Such
[CONFIDENTIAL TREATMENT REQUESTED]/*/ shall be
transmitted to Xerox not later than [CONFIDENTIAL
TREATMENT REQUESTED]/*/, of the [CONFIDENTIAL
TREATMENT REQUESTED]/*/ business day following the
business day that Xerox notified Presstek
[CONFIDENTIAL TREATMENT REQUESTED]/*/ .
(ii.) If Presstek [CONFIDENTIAL TREATMENT REQUESTED]/*/ ,
Xerox shall reasonably determine whether Presstek's
[CONFIDENTIAL TREATMENT REQUESTED]/*/ .
(iii.) If Xerox reasonably determines that the [CONFIDENTIAL
TREATMENT REQUESTED]/*/, Presstek shall, at
Presstek's expense, [CONFIDENTIAL TREATMENT
REQUESTED]/*/ .
(iv.) If Xerox reasonably determines that the [CONFIDENTIAL
TREATMENT REQUESTED]/*/, Xerox may, at its sole
discretion, either [CONFIDENTIAL TREATMENT
REQUESTED]/*/ , or [CONFIDENTIAL TREATMENT
REQUESTED]/*/. If Xerox submits to Presstek a
[CONFIDENTIAL TREATMENT REQUESTED]/*/ , Presstek
shall, at Presstek's expense, [CONFIDENTIAL TREATMENT
REQUESTED]/*/ .
(v.) Xerox shall have access to [CONFIDENTIAL TREATMENT
REQUESTED]/*/ as necessary to [CONFIDENTIAL TREATMENT
REQUESTED]/*/ and to verify that [CONFIDENTIAL
TREATMENT REQUESTED]/*/.
(vi.) If [CONFIDENTIAL TREATMENT REQUESTED]/*/, or if
Presstek [CONFIDENTIAL TREATMENT REQUESTED]/*/, Xerox
may, at its sole discretion consider [CONFIDENTIAL
TREATMENT REQUESTED]/*/.
-15-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
Material Breach. Any failure of Presstek, its employees, or representatives to
conduct themselves in accordance with this Section as reasonably determined by
Xerox will constitute material breach of this Service Agreement.
VIII. WARRANTIES
1. Presstek Warranties. Provided that Xerox has not [CONFIDENTIAL
TREATMENT REQUESTED]/*/ , Presstek represents and warrants that: (a) it
shall perform all Services hereunder in a competent and professional
manner in accordance with the terms of this Service Agreement and
Exhibits, industry accepted standards and all applicable laws, and in a
manner which will maximize Product reliability and performance, ensure
to the greatest extent possible the safety and convenience of the
Customers, and results in Xerox receiving [CONFIDENTIAL TREATMENT
REQUESTED]/*/ from no more than [CONFIDENTIAL TREATMENT REQUESTED]/*/
of the Customers regarding Presstek's conduct, appearance, or quality
of service; (b) Presstek has not entered and will not enter into
agreements or commitments which are inconsistent with or conflict with
the rights granted to Xerox in this Service Agreement; (c)Presstek, in
providing the Services under this Service Agreement is not, and has not
been notified that it may be, in violation of any third parties'
intellectual property rights including, but not limited to, copyrights,
patents or trade secrets; (d) Presstek will provide sufficient
employees to complete the Services ordered within the applicable time
frames established pursuant to this Service Agreement; and (e) any
parts supplied pursuant to this Service Agreement will be free from
defects in material and workmanship under normal use and service for a
period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ days from the date of
its installation or the expiration of the full warranty period
(whichever is later). Any failure by Presstek to comply with the
foregoing warranties will constitute a material breach of this Service
Agreement.
2. Disclaimer. Except for the express warranties set forth above, Presstek
disclaims and Xerox waives all other warranties, express or implied,
including the warranty of merchantability and fitness for a particular
purpose.
IX. COMPENSATION, INVOICING AND PAYMENT
1. Compensation.
(a) Subject to Section III.2(a), Presstek shall be compensated for
Services by Xerox or Customer, as applicable, in accordance
with the prices set forth in Exhibit J-3. Except as expressly
provided herein, such prices shall constitute Presstek's sole
compensation for Services.
(b) Xerox' liability for Services, including without limitation
[CONFIDENTIAL TREATMENT REQUESTED]/*/, shall be limited to the
amount due and owing for Services rendered pursuant to a
purchase order issued by Xerox in accordance with the
provisions of Section 2(a) above. In no event shall Xerox have
any liability to Presstek for Services performed by Presstek
for any non-Xerox Customer whether
-16-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
pursuant to any Customer contract or otherwise, and Presstek
agrees to look solely to the applicable Customer for
collection of any amounts due and owing at any time, provided
that Presstek may require each Customer to obtain prior credit
approval. [CONFIDENTIAL TREATMENT REQUESTED]/*/
2. Invoicing Xerox. Charges for Services performed pursuant to purchase
orders issued by Xerox will be billed to Xerox monthly and shall be due
and payable within [CONFIDENTIAL TREATMENT REQUESTED]/*/ days of Xerox'
receipt of Presstek's correct invoice, provided that outside of North
America, charges shall be and shall be due and payable within
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days following Xerox' receipt of
Presstek's correct invoice.
3. Invoicing Customers. All charges for Services performed by Presstek
will be billed to Customer directly pursuant to terms of the contract
with such Customer.
X. TERM AND TERMINATION
1. Term. The initial term of this Service Agreement shall commence upon
the Effective Date and, subject to the termination provisions set forth
below, shall continue in full force and effect until [CONFIDENTIAL
TREATMENT REQUESTED]/*/. the parties agree that not less than
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days prior to the expiration of
any term or renewal term, either party may notify the other party in
writing of nonrenewal, or, in the absence of such notification, the
parties agree to negotiate in good faith any modifications and/or other
terms and conditions for such renewal.
2. Termination for Breach. Either party may terminate this Service
Agreement if a material breach by the other party remains uncured
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days after written notice of such
material breach is given by the non-breaching party. Termination of
this Service Agreement does not result in a breach of the Distribution
Agreement.
3. Breaches Providing Grounds for Immediate Termination. Xerox shall have
the right to immediately terminate this Service Agreement for material
breach and the cure period set forth above shall not apply if (a) Xerox
determines this Service Agreement has been materially breached as more
fully set forth in Article [CONFIDENTIAL TREATMENT REQUESTED]/*/,
Sections [CONFIDENTIAL TREATMENT REQUESTED]/*/, and [CONFIDENTIAL
TREATMENT REQUESTED]/*/ of this Service Agreement; and/or (b) Presstek
breaches any of the provisions of this Service Agreement set forth in
Sections [CONFIDENTIAL TREATMENT REQUESTED]/*/, and [CONFIDENTIAL
TREATMENT REQUESTED]/*/. A breach of this Service Agreement shall not
constitute a breach of, or otherwise affect, the Distribution
Agreement.
-17-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
4. Effect of Termination/Expiration.
(a) Presstek shall return or destroy, at Xerox' election and
direction, all confidential information.
(b) Presstek shall immediately cease to refer to itself as a Xerox
Authorized Service Agent.
(c) All right, title and interest in and to any and all tools,
materials or other items which are provided by Xerox to
Presstek in connection with Presstek's performance hereunder
("Xerox Property") shall be vested in Xerox. Presstek holds
Xerox Property as bailee and shall not substitute any property
for Xerox Property, use Xerox Property except in connection
with performance hereunder, or reproduce Xerox Property.
Presstek shall make entries in its books showing that Xerox
Property is held for the account of Xerox and shall furnish
Xerox on demand a true and complete inventory of Xerox
Property held by Presstek for any relevant period of time
designated by Xerox. While in Presstek's custody or control
Xerox Property shall (a) be plainly marked or otherwise
identified as "Property of Xerox Corporation" and stored in a
separate area in Presstek's place of business, (b) be held at
Presstek's sole risk, and (c) be kept insured by Presstek at
its own expense in an amount equal to the then current
replacement cost with loss payable to Xerox. Upon termination,
non-renewal or Xerox' demand, Presstek shall immediately
return to Xerox all Xerox Property in its possession or
control.
(d) In the event this Service Agreement is terminated other than
for a material breach by Xerox of its obligations hereunder,
and/or in the event that following expiration or termination
of this Service Agreement Presstek elects to cease offering
Product services in any form, Xerox shall have a right to
[CONFIDENTIAL TREATMENT REQUESTED]/*/.
(e) Termination or expiration shall not affect Presstek's
obligations pursuant to Section II.3 or Section V.4, which
shall be governed solely by the terms of such Sections.
-18-
(f) Xerox' liability to Presstek shall be limited as of the
effective termination/expiration date (as applicable) in
accordance with the terms of Section IX. 1(b).
XI. INDEMNIFICATION AND LIMITATION OF LIABILITY
1. Indemnification.
(a) In performing their duties and obligations under this Service
Agreement, Presstek shall defend, indemnify and hold Xerox
harmless from and against all liabilities, damages, and
reasonable costs, fees and expenses, including reasonable
attorneys' fees, arising out of suits, claims, actions or
proceedings arising out of or in connection with actual or
alleged negligence or other malfeasance or nonfeasance by
Presstek, its employees, agents, representatives and
subcontractors, upon or in relation to the fulfillment of
responsibilities and obligations under this Service Agreement,
including without limitation any allegations or claims of
infringement or misappropriation of any third party patent,
copyright, trademark, trade secret or other intellectual
property rights (collectively "Claims"). Presstek's
obligations hereunder are contingent upon Xerox promptly
notifying Presstek in writing of any Claim(s) within a
reasonable time, providing reasonable assistance and otherwise
cooperating with Presstek in and permitting Presstek to direct
the defense and negotiations. Presstek shall, to the extent
practicable, use commercially reasonable efforts promptly to
resolve all Claims and, to the extent any Claim relates at
least in part to the infringement or misappropriation of
intellectual property rights by Presstek, shall at its own
expense and option, either (i) procure for Xerox the right to
continue using such intellectual property; or (ii) replace the
same with non-infringing components having substantially
equivalent features and functionality; or (iii) modify the
intellectual property of Presstek so that it becomes
non-infringing with substantially equivalent features and
functionality.
Notwithstanding the foregoing, Presstek's obligations under
this Section will not apply to the extent any Claim relates to
(1) services performed by an individual not certified or
otherwise authorized by Presstek; (2) Product changes,
adaptations, expansions, reductions or other modifications by
Xerox, its designee, or at the direction, guidance,
instruction, suggestion or advice of Xerox/Xerox' designee
which is not pursuant to Presstek certification or
authorization.
(b) In performing their duties and obligations under this Service
Agreement, Xerox shall defend, indemnify and hold Presstek
harmless from and against all liabilities, damages, and
reasonable costs, fees and expenses, including reasonable
attorneys' fees, arising out of suits, claims, actions or
proceedings arising out of or in connection with actual or
alleged negligence or other malfeasance or nonfeasance by
Xerox, its employees, agents, representatives and
subcontractors, upon or in relation to the fulfillment of
responsibilities and obligations under this Service Agreement,
including without limitation any allegations or claims of
infringement or misappropriation of any third party copyright,
trademark, trade secret or other intellectual property rights
-19-
(collectively "Claims"). Xerox' obligations hereunder are
contingent upon Presstek promptly notifying Presstek of any
Claim(s), providing reasonable assistance and otherwise
cooperating with Xerox in and permitting Xerox to direct the
defense and negotiations. Xerox shall, to the extent
practicable, use its commercially reasonable efforts promptly
to resolve all Claims.
XII. GENERAL
1. Contacts. The parties' business contacts shall be the individuals
designated below, subject to change by reasonable advance written
notice to the other party:
For Xerox: For Presstek:
[CONFIDENTIAL TREATMENT [CONFIDENTIAL TREATMENT
REQUESTED]/*/ REQUESTED]/*/
000 Xxxxxxxx Xxxx 55 Executive Drive
Building 129 MS 00-X Xxxxxx, XX
Xxxxxxx XX 00000 (000) 000-0000 x.0000
(000) 000-0000
2. Independent Contractor. Xerox and Presstek agree that the relationship
between them is one of principal and independent contractor and that
neither Presstek nor its employees shall be considered employees of
Xerox. Accordingly, neither Presstek nor its employees shall be
entitled to any employment benefits made available by Xerox to its own
employees. Furthermore, both parties recognize that Presstek controls
and is responsible for: (a) the manner and means by which Presstek
conducts the Services and ensuring that its work product fully meets
the standards for acceptable performance established under this Service
Agreement; (b) the scope of its business enterprises (including
Presstek's solicitation of other customers and lines of business) and
the hours during which they are conducted; (c) the payment of all taxes
associated with the payments (including but not limited to all social
security and income taxes); (d) all matters and obligations concerning
its employees; (e) all travel costs and arrangements required to
perform the Services (except for amounts properly charged by Presstek
in connection with Services performed as set forth herein); and (f) the
maintenance of its places of business and all associated costs.
Presstek shall maintain such workers' compensation policies as are
required by statute, as well as comprehensive general liability and
comprehensive automobile liability insurance with limits for bodily
injury and property damage on each such policy of at least one million
dollars. Upon request by Xerox, Presstek shall provide Xerox with
copies of the policies evidencing such insurance.
3. Confidential Information. In addition to the parties' obligations under
the Confidential Disclosure Agreement dated July 22, 1998, Presstek may
from time to time have access to or receive directly from Xerox
information and materials that are designated as confidential or
-20-
proprietary or which are by their nature confidential, proprietary, or
sensitive, This shall specifically include, but not be limited to, all
technical manuals, reports (such as [CONFIDENTIAL TREATMENT
REQUESTED]/*/) and documentation relating to the provision of the
Services, In addition, such information and materials may concern
present or future Xerox products, business strategies, or customers.
Presstek shall hold such information and materials in confidence, shall
not use them except to perform its duties under this Service Agreement,
and shall not disclose them to third parties unless authorized in
writing by Xerox, Presstek's obligations under this paragraph shall
survive the termination of this Service Agreement.
4. Remedies. Presstek acknowledges that it will be the preferred supplier
of the Services for the Products referred to in this Service Agreement
and that these Products, and the Services, are critical to Xerox'
business. Accordingly, and in addition to any other remedies to which
Xerox may be entitled in law and equity:
(a) In the event that any default by Presstek of its obligations
hereunder results in a Customer terminating or canceling a
sale of Product(s) before all payments due and owing for such
Product(s) have been paid in full; or, with respect to a
Customer leasing Products from Xerox, defaulting in its lease
payments and/or terminating or canceling its lease before all
lease payments due and owing thereunder have been paid in
full; (i) PRESSTEK shall [CONFIDENTIAL TREATMENT
REQUESTED]/*/. In addition, where any default by Presstek of
its obligations hereunder results in a Customer terminating or
canceling its lease before all lease payments due and owing
thereunder have been paid in full, for each month that the
Product has not been re-leased, sold or otherwise transferred
to a new Customer and for which lease payments have not been
received by Xerox, Presstek shall pay to Xerox an amount
[CONFIDENTIAL TREATMENT REQUESTED]/*/. PRESSTEK's obligation
to [CONFIDENTIAL TREATMENT REQUESTED]/*/ are contingent upon
Xerox using commercially reasonable efforts in locating a new
Customer for the Product.
(b) The parties agree that in the event of any dispute (including
without limitation any under the Distribution Agreement),
Presstek shall continue to supply Services and Xerox shall
continue to compensate Presstek pursuant to the terms hereof
pending resolution of such dispute by negotiation or legal
process.
5. Non-Assignability. Except as set forth in [CONFIDENTIAL TREATMENT
REQUESTED]/*/ Section II.2 of this Service Agreement, neither party may
assign its rights and obligations under this Service Agreement without
the consent of the other party; provided, however, that each party may
assign this Agreement in connection with (a) the sale of all or
substantially all of the capital stock or assets of such party, or (b)
the acquisition by a third party of a party to this Agreement by
merger, consolidation, reorganization or other business combination
whereby more than fifty (50) percent of
-21-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
the voting securities of a party to this Agreement are sold or
transferred to a third party (a "Business Combination").
Notwithstanding the foregoing, in the event of a [CONFIDENTIAL
TREATMENT REQUESTED]/*/, Xerox shall have the right in its complete and
unfettered discretion to [CONFIDENTIAL TREATMENT REQUESTED]/*/. 2.
above. Notwithstanding the foregoing, PRESSTEK may delegate a portion
of its obligations pursuant to this Amended Agreement to its
subcontractors and manufacturers, provided that PRESSTEK contractually
obligates and guarantees the performance of the foregoing and
indemnifies XEROX against any and all claims, losses, demands, causes
of action or other liability which may arise in connection with such
delegation, subject to the terms of this Agreement, including Sections
relating to warranty, indemnity and limitation of liability.
6. Work Product of Services. Any invention, innovation, discovery,
writing, or other work product of Presstek, its employees, agents,
and/or subcontractors relative to or resulting from the Services which
is made solely by employees of Presstek during or after the Effective
Date shall become the property of Presstek. Any invention, innovation,
discovery, writing, or other work product of Presstek or Xerox, their
employees, agents, and/or subcontractors relative to or resulting from
the Services which is jointly made by employees of Presstek and Xerox
during or after the Effective Date shall become mutually owned property
of Presstek and Xerox. Any invention, innovation, discovery, writing,
or other work product of Xerox, its employees, agents, and/or
subcontractors relative to or resulting from the Services which is made
solely by employees of Xerox during or after the Effective Date shall
become the property of Xerox.
7. Dispute Resolution. The parties agree that Section 33 of the
Distribution Agreement shall govern any dispute which may arise
hereunder.
8. Survival. Any termination of this Service Agreement shall not serve to
eliminate any liability arising out of conduct prior to the actual date
of termination, including any uncontested accrued payment obligation,
and either party may, following such termination, pursue such remedies
as may be available with respect to such liabilities. Any and all such
payments accrued hereunder as of the date of termination shall remain
due and payable in accordance with the terms hereof.
9. Compliance with Laws. Both parties represent and warrant compliance in
all material respects with all federal, state and local laws,
ordinances and regulations to this Service Agreement and the
performance of Services hereunder.
10. Remedies Cumulative. Except as otherwise set forth herein, any rights
or remedies prescribed in this Service Agreement are cumulative and are
not intended to be exclusive of any other remedy of which the injured
party may be entitled to herein or at law or in equity, including but
not limited to the remedy of specific performance.
11. No Implied Waiver. No delay or failure by either party to exercise any
right or remedy hereunder shall be held to constitute a waiver of such
right or remedy.
-22-
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
12. Severability. A determination that any Section or sub-Section of this
Service Agreement is invalid in whole or in part shall not affect the
enforceability of any other Section or sub Section or the Agreement as
a whole.
13. Records Inspection. Supplier shall make its premises available to Xerox
upon reasonable notice during regular business hours for the purpose of
inspection by Xerox of Supplier's books, records and documents relevant
to verifying compliance with the terms and conditions hereof.
14. Governing Law. This Service Agreement shall be governed by the law of
New York State without regard to its conflict of laws principles. Any
action to enforce the terms of this Service Agreement shall take place
in the courts located in the State of New York and the parties consent
to the venue and jurisdiction of such courts.
15. Entire Agreement. This Service Agreement and the Distribution Agreement
along with the Exhibits and those documents incorporated by reference
constitute the entire agreement between the parties concerning the
subject matter hereof, superseding all previous agreements, proposals,
representations, or understandings, whether oral or written. Any
modifications of this Service Agreement must be in writing and signed
by authorized representatives of both parties.
16. List of Attachments.
Exhibit J-1 - XAMMP Process
Exhibit J-2 - Installation, Service Offerings and Pricing
Exhibit J-3 - Customer Training
Exhibit J-4 - Xerox/Presstek Service Procedure Outline
Exhibit J-5 - Additional SPAR Responsibilities
Exhibit J-6 - Xerox Training
Xerox CORPORATION Presstek
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Title: Sr. VPGM Color Solutions Title: CEO
------------------------------- -------------------------------
-23-
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-1
-----------
(PROVIDED FOR REFERENCE ONLY)
-----------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED SERVICE AGREEMENT
between PRESSTEK, Inc. and XEROX Corporation
EXHIBIT J-2
-----------
EXHIBIT J-2
CUSTOMER SUPPORT OFFERINGS
"DRAFT VERSION" 02/16/01
ALL INCLUSIVE COVERAGE
Coverage for complete system including press components*
Available M-F [CONFIDENTIAL TREATMENT REQUESTED]/*/
Docucolor 233: [CONFIDENTIAL TREATMENT REQUESTED]/*/
Docucolor 400: [CONFIDENTIAL TREATMENT REQUESTED]/*/
DIGITAL/ELECTRONICS SUPPORT COVERAGE
Coverage for all DI and Electronic related components
Available M-F [CONFIDENTIAL TREATMENT REQUESTED]/*/
Docucolor 233: [CONFIDENTIAL TREATMENT REQUESTED]/*/
Docucolor 400: [CONFIDENTIAL TREATMENT REQUESTED]/*/
AFTER HOURS TELEPHONE TECHNICAL SUPPORT
(Optional addition to CSA)
24x5 Coverage: [CONFIDENTIAL TREATMENT REQUESTED]/*/
24x7 Coverage: [CONFIDENTIAL TREATMENT REQUESTED]/*/
BASIC TELEPHONE TECHNICAL SUPPORT
8x5 Coverage: [CONFIDENTIAL TREATMENT REQUESTED]/*/
24x5 Coverage: [CONFIDENTIAL TREATMENT REQUESTED]/*/
24x7 Coverage: [CONFIDENTIAL TREATMENT REQUESTED]/*/
BASIC SUPPORT COVERAGE
Labor [CONFIDENTIAL TREATMENT REQUESTED]/*//hour M-F [CONFIDENTIAL TREATMENT REQUESTED]/*/
Overtime [CONFIDENTIAL TREATMENT REQUESTED]/*//hour
Holidays [CONFIDENTIAL TREATMENT REQUESTED]/*//hour
Travel up to 8 hours [CONFIDENTIAL TREATMENT REQUESTED]/*//hour
Travel after 8 hours [CONFIDENTIAL TREATMENT REQUESTED]/*//hour
Weekend Travel [CONFIDENTIAL TREATMENT REQUESTED]/*//hour
Parts Variable pricing
Telephone Support [CONFIDENTIAL TREATMENT REQUESTED]/*/ per incident
OPTIONAL TRAINING
On-Site press or pre-press training [CONFIDENTIAL TREATMENT REQUESTED]/*/ Per Person*
Classroom press or pre-press training [CONFIDENTIAL TREATMENT REQUESTED]/*/ Per Person*
* plus travel expenses
** minimum of 3 people, maximum of 5 people per training session.
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT J-2
================================================================================
PRESSTEK, INC. CUSTOMER ID#
00 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000 e-mail: xxxxxxxxxx@xxxxxxxx.xxx
-------------------------------------------------------------------SUPPORT------
"DRAFT VERSION" 02/16/01
Information
CUSTOMER
Inst Name Date 02/16/2001
-------------------------------------------- ----------------
Address Agreement #
---------------------------------------------- ---------
City State ZIP Rep C. Arfwedson
---------------------- ---- ------ -----------------
Phone PO#
--------------------- -----------------
Fax Contact Name
------------------ -----------------
Xxxx to Name Xxxx to ID#
----------------------------------------- --------
Xxxx to Address E-mail address
--------------------------------------- ------
City State ZIP SUPPORT CHOICES:
--------------------------- ---- -------- All Inclusive [ ]
Phone Fax Digital/
-------------------------- ------------------ Electronics [ ]
Contact Name
-----------------------------------------
---------------------------------------------------------------------------------------------
QTY PART# ESCRIPTION SERIAL # INSTALL DATE START DATE END DATE UNIT PRICE TOTAL
---------------------------------------------------------------------------------------------
1 Docucolor 233 System [CONFIDENTIAL TREATMENT REQUESTED]/*/
(All Inclusive Coverage)
1 Docucolor 233 System [CONFIDENTIAL TREATMENT REQUESTED]/*/
(Digital/Electronics Coverage)
1 Docucolor 400 System [CONFIDENTIAL TREATMENT REQUESTED]/*/
(All Inclusive Coverage)
1 Docucolor 400 System [CONFIDENTIAL TREATMENT REQUESTED]/*/
(Digital/Electronics Coverage)
---------------------------------------------------------------------------------------------
Sub Total
-------------
-----------------------
Taxes State
-----------------------
-----------------------
TOTAL $0.00
-----------------------
==============================================
PAYMENT DETAILS
o Annual Check #_______________
o Bi-Annual Credit Card___________
o Quarterly CC Exp. Date__________
Customer:_____________________________________ =====================
Signature:____________________________________ Presstek
Date:_________________________________________ Signature ___________
=====================
============================================== Effective Date:______
Presstek Inc. agrees to provide and Customer agrees to accept the
support agreement shown above according to the terms and conditions
attached to this agreement. This agreement is the complete agreement
between the parties for support on the date set forth above.
================================================================================
Total Price may or may not include state and local taxes which will be
added to invoicing.
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
ALL INCLUSIVE SYSTEM MAINTENANCE AND SOFTWARE SUPPORT
TERMS AND CONDITIONS
1. DEFINITIONS: "Systems" means the System and Options indicated on the front of
this Agreement. "Software" means the software in the System and includes only
those software programs designed by Presstek for Prepress and press workflow and
does not 'include programs designed for word processing, accounting, financial
or other general business programming applications.
2. SYSTEM MAINTENANCE: Presstek agrees to perform the following maintenance on
the System at the Site for the term of this Agreement. (1) emergency maintenance
when requested by the Customer and deemed necessary by Presstek when the System
is not operational and (2) preventive maintenance calls when requested by
customer that Presstek considers necessary for proper operation of the System.
This maintenance includes labor, travel, and replacement parts at no additional
charge to Customer, If maintenance is performed during normal Presstek working
hours. System Maintenance performed outside normal working hours and Software
services not covered by this Agreement will be charged to Customer at the full
rate then in effect. Presstek will use its best reasonable efforts to respond to
maintenance calls with its first available field support person. Presstek agrees
to the above support during the hours of 8:00 a.m. to 5:00 p.m. local time,
Monday through Friday, exclusive of Presstek holidays. Service and maintenance
rates quoted herein are based on the above Principal Period of Maintenance
(typically one work shift). Travel hours are defined as "portal to portal".
Overtime hours are defined as any work hours exceeding 8 hours in one work day
or 24 hour time period.
3. SOFTWARE SUPPORT: Presstek agrees to provide the following Software Support:
(1) telephone consultation during the hours of 8:00 a.m. to 5:00 p.m. local
time, Monday through Friday, exclusive of Presstek holidays; (2) Software
maintenance releases and Software reference manuals made available during the
term of this Agreement.
Customer agrees that all Software, change orders, and updates are provided
subject to the applicable Presstek Purchase, Lease, Rental, or Conditional Sale
Agreement. No on-site Software services are included under this Agreement.
Software services not covered by this Agreement, and requested by Customer, may
be provided at Presstek's then effective rates and terms. Operator training or
System Manager training are not provided under this Agreement.
4. EXCLUSIONS: System maintenance provided by Presstek under this Agreement does
not include (a) use of equipment in a manner not recommended by Presstek; (b)
failure to continually provide a suitable installation environment, including
but not limited to, adequate electrical power, air conditioning or humidity
control; c) Customer's improper use, management, or supervision of covered
equipment; (d) accident and disaster, including but not limited to fire, flood,
water, wind, or lightening; (e) electrical work, devices, cables, etc., external
to the equipment; (f) the maintenance of accessories, alterations,
modifications, attachments or other devices not covered by this agreement; (g)
excessive electrostatic discharge improper grounding, improper power line
protection; (h) failure of Customer to perform Company recommended
dailyl/weekly/monthly maintenance and cleaning; (I) service providers and parts
installers other than the Company; (j) improperly trained and inexperienced
operators; (k) overhauling or altering of the system.
5. CUSTOMER OBLIGATIONS: Customer agrees to comply with all Presstek
installation and operating instructions including, but not limited to Regular
daily maintenance as specified in the users guide. Customer shall not: (1)
abuse, misuse, or neglect the System or Software: (2) modify or make attachments
to the System or Software without prior authorization by Presstek: (3) operate
the System or Software in a location with excessive dirt, dust, moisture, fumes,
improper humidity or extremes of temperatures: (4) allow maintenance of the
System or Software by others without authorization from Presstek: (5) use or
combine the System or Software with systems, or software provided by others: (6)
assign or cancel this Agreement; or (7) transfer parts or Software from other
Presstek Systems to the System and Software covered by this Agreement. If
Customer adds any Presstek option to the System or Software during the term of
this Agreement, Customer agrees to purchase System Maintenance and Software
Support for that option at the then applicable rate. Customer agrees to maintain
the Software at the revision level deemed necessary by Presstek. Customer
acknowledges and understands the modem (s) and line conditioners provided by
Presstek remain the property of Presstek and are to be used solely for the
purposes of providing remote diagnostics and detailed services. Upon termination
or expiration of this Agreement, Customer agrees to allow Presstek access to the
Site to remove any modem(s) and line conditioners. Presstek may suspend or
refuse Hardware System Maintenance of Software Support, impose additional
charges, or terminate this Agreement if the Customer fails to perform its
obligations under this Agreement. Customer must maintain a stable environment
with relative humidity and room temperature as per the said equipment
guidelines.
6. TERM: The initial term of this agreement is for one year from the service
start date as specified on the Equipment List attached. This Agreement shall
renew automatically for successive periods of one year, on the same terms and
conditions at Company's then prevailing prices, except that it shall not be
renewed if either party provides written notice of non-renewal at least thirty
days prior to expiration of the then current term of the Agreement.
7. ADDITIONS AND DELETIONS: New equipment may be added to, and replacements
deleted from this agreement upon receipt of ten days written notice to Company,
subject to written acceptance by Company. This provision may be waived if new
equipment is purchased from Company.
8. LIMITED WARRANTY: Company warrants that services will be performed in a
workmanlike manner in accordance with reasonable commercial standards. Parts are
warranted against defects solely to the extent of the manufacturer's warranty,
if any. Labor provided by Company is warranted for 30 days from the date of
service.
9. ACCESS: Customer agrees to make the System and Software available for
maintenance within a reasonable time after arrival of support personnel.
Customer shall not remove the System or Software from Site without the prior
written consent of Presstek. If this consent is given, Presstek will install the
System and Software at customer's expense after relocation.
10. SITE REQUIREMENT: Customer agrees to provide a Site which meets Presstek
environmental and electrical specifications, including a source of electric
power consisting of either a separate electric line installed from the main
junction box for each unit of the system or a Presstek authorized power
conditioning device. To permit continuity of support under this Agreement, the
Customer will not remove the System or Software from the Site without the prior
written consent of Presstek. In addition to any other remedies, Presstek
reserves the right to adjust the price, temporarily discontinue Support under
this Agreement, or terminate the Agreement if the System or Software is so
removed.
11. MAINTENANCE AND SUPPORT LIMITATIONS: System Maintenance and Software Support
are contingent upon the System and Software being unmodified and properly
maintained at the latest revision level. If the System and Software are not
under warranty immediately prior to the effective date of this Agreement,
Presstek may inspect the System and Software to determine whether they are in
proper operating condition and at the latest revision level. This inspection and
any repairs, adjustments, or updates deemed necessary by Presstek shall be made
at Customer's expense prior to commencement or continuation of System
Maintenance and Software Support.
12. PARTS: Presstek will supply replacement parts it considers necessary on an
exchange basis. PARTS OR SYSTEMS MAY BE NEW, SERVICEABLE USED, OR REPROGRAMMABLE
ITEMS EQUIVALENT TO NEW IN PERFORMANCE. Replaced parts or components shall
become the property of Customer and exchanged parts shall become the property of
Company. Expendable and/or consumable parts such as printing plates, including
but not limited to, maintenance kits, blankets, rollers, cylinders and covers
are not covered by this Agreement. Parts covered include all mechanical
componants related to the press, digital imaging heads, electronics, RIP and
server componants.
13. WARRANTY EXCLUSION: Presstek MAKES NO WARRANTY OF ANY KIND UNDER THIS
AGREEMENT, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
14. LIMITATION OF LIABILITY: COMPANY SHALL NOT BE HELD RESPONSIBLE FOR COMPANY'S
INABILITY TO PROVIDE TIMELY SERVICE DUE TO DELAYS. IN NO EVENT WILL COMPANY, OR
ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES, BE LIABLE TO CUSTOMER
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR BUSINESS INFORMATION, LIABILITY
TO THIRD PARTIES, AND THE LIKE, ARISING OUT OF THE USE OR INABILITY TO USE THE
EQUIPMENT. COMPANY'S LIABILITY TO CUSTOMER (IF ANY) FOR ACTUAL DIRECT DAMAGES
FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE
LIMITED TO, AND IN NO EVENT EXCEED A CREDIT IN THE AMOUNT OF TEN PERCENT (10%)
OF THE ANNUAL AMOUNT PAYABLE BY CUSTOMER FOR SERVICE AND MAINTENANCE SUPPORT ON
THE UNIT OF THE EQUIPMENT INVOLVED, SUCH CREDIT TO BE APPLIED TO CUSTOMER'S
ANNUAL SERVICE AGREEMENT FEE UPON RENEWAL THEREOF.
15. APPLICABLE LAW: This Agreement shall be considered, interpreted and enforced
in accordance with the laws of the State of New Hampshire. Any disputes under
the Agreement or concerning the business relationship between the parties must
be litigated exclusively in the Courts of the State of New Hampshire. If,
however, the parties have agreed in writing to arbitrate their disputes, the
arbitration must take place Agreement or concerning the business relationship
between the parties must be elsewhere. The prevailing party in the action
concerning this Agreement or the business relationship between the parties shall
be entitled to an award of costs and reasonable attorney's fees. Any notice or
other communication required under this Agreement the address provided herein.
The Customer waives trial by jury in any litigation arising shall be deemed to
have been duly given if it is delivered personally or by facsimile with proof of
receipt, or sent by registered or first-class mail, return receipt requested,
first class postage prepaid, to a party at the address listed or such address
provided by the party.
16. FORCE MAJEURE: Presstek shall have no obligations hereunder for repairs,
maintenance, or replacements caused by operator error; maintenance, or
replacements caused by operator error; maintenance of the System or Software by
others without authorization from Presstek; acts of God; or other events beyond
the control of Presstek.
17. GENERAL: This Agreement and its attachments, as accepted by Company and
Customer, supersede any previous written or oral agreements or understandings
between the parties concerning the subject of the agreement, and constitute the
entire the entire such agreement between the parties. No amendments or additions
to the terms and conditions of this Agreement shall be valid unless set forth in
writing and signed by an authorized representative of each of the parties.
Waiver by either party of a breach of any of the provisions shall not constitute
a waiver of any succeeding breach of such provision or a waiver of such
provision itself. The invalidity or unenforceability of any term or provision of
this Agreement shall in no way impair or affect the remainder of the agreement,
which shall continue in full force and effect. 18. INDEMNIFICATION: Each party
shall indemnify and hold the other harmless from and against any claim, loss,
liability, or expense, including but not limited to, damages, costs and attorney
fee, arising out of or in connection with any acts of omissions of the the other
party and its agents and employees.
----------------------------------------------
Please sign on the line above to accept the
Terms and Conditions of this Agreement.
EXHIBIT J-3
PRESSTEK
DI PRESS CUSTOMER TRAINING [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
|_| INTRO SESSION
|_| Welcome & Introductions
|_| Schedule/Logistics
|_| Manuals/Materials
|_| Waterless Printing Theory and Practice
(est. 2 hr. session)
|_| Intro to PEARLdry plates (20 minutes)
|_| Workflow & RIP Overview
|_| PRESS ORIENTATION
|_| Main Machine Specifications
|_| Main Machine Controls - Electrical
|_| Main Machine Controls - Mechanical
|_| Use of Operator Manual and Parts Book
|_| Console Overview
|_| GUI Overview
--------------------------------------------------------------------------------
|_| INKING SYSTEM OVERVIEW |_| DI-RIP SESSION
|_| Documentation
|_| WASHUP DEVICE and PROCEDURES |_| Hardware & Networking
|_| Workflow Indepth
|_| PLATE CYLINDER |_| Creating Page Setups
|_| Cleaning and Maintenance |_| Separations Manager
|_| Installation of the Plate |_| Input Controller
Material Spools |_| PPD for Mac and PC
|_| Printing files from MAC
|_| PLATE CLEANERS
|_| Maintenance and Cleaning |_| Create a Page Setup with no
|_| Changing of Towel Rolls Calibration
|_| Print a job from Mac Using
this Page Setup
1
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT J-3
PRESSTEK
DI PRESS CUSTOMER TRAINING [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/
Q & A
|_| PROFIRE Laser Imaging Head Introduction
|_| Physical Components
|_| Laser safety
|_| Theory of Operation
|_| Firing and Alignment of Laser Diodes
|_| Discussion of the DENSHOT file for imaging quality check
--------------------------------------------------------------------------------
|_| BLANKET CYLINDER |_| DI-rip SESSION
|_| Blanket and Packing Installation |_| [CONFIDENTIAL TREATMENT
REQUESTED]/*/
|_| Printing pressure adjustment |_| Calibration Indepth: a variety
|_| Use of packing guage of preprinted jobs with
|_| Blanket Maintenance varying printing situations
which require:
|_| BLANKET CLEANERS |_| Dot % measurements
|_| Removal/Cleaning/Maintenance |_| Build new Calibration Sets
|_| Maintenance of Solvent Tanks |_| Build new Page Setups
|_| Create New Input
Controllers
|_| PAPER and DOLLY Loading |_| To be entered in subsequent
Page Setups as "ACTUAL"
|_| FEEDER HEAD
|_| Mechanical Adjustments
|_| Air Adjustments |_| DI-tools
|_| Adjustment and Maintenance of |_| DI-View
Vacuum Pumps |_| View job RIPd from
Day 1
|_| FEED BOARD |_| DI-Merge
|_| Adjustment of Pull-in |_| DI-Write
and Transport Wheels
|_| Adjustment of Table Belt |_| Effective uses of
|_| Adjustment of Double DI-tools
Sheet Detector
|_| File locations & file
management
|_| REGISTER TABLE
|_| Adjustment of Headstops
|_| Adjustment of Side Guide
|_| CHAIN DELIVERY
|_| Adjustment of joggers
|_| Air/Fan Adjustment for
Sheet Control
2
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT J-3
PRESSTEK
DI PRESS CUSTOMER TRAINING [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/
Q & A
--------------------------------------------------------------------------------
|_| CONSOLE In-Depth
|_| GUI in-Depth
--------------------------------------------------------------------------------
|_| OPERATION & MAINTENANCE |_| DI-rip SESSION
OF PERiPHERAL EQUIPMENT |_| Continue with building
|_| Air Compressors/Vacuum Pumps Calibration Sets, new Page
|_| Chillers Setups, Input Controllers to be
|_| Spray Power Device
|_| Imaging Heads - Lens Cleaning
|_| INK UP THE PRESS
--------------------------------------------------------------------------------
|_| IMAGING FILES
|_| Imaging Quality Files - DENSHOTS
|_| Laser Diode Adjustments
|_| Press Registration Files
|_| Registration Correction X, Y axis
|_| Grow/Shrink, Mechanical Skew
|_| IMAGE and PRINT the uncalibrated
Job RIPd [CONFIDENTIAL TREATMENT REQUESTED]/*/
|_| Print to Density/Take Readings
--------------------------------------------------------------------------------
|_| DI-rip SESSION
|_| Build a Calibration Set
|_| [CONFIDENTIAL TREATMENT REQUESTED]/*/ |_| Create New Page Setup w/
Entry for "Intended"
|_| Create New Input Controller
|_| RE-RIP file with calibration
|_| DI-view
3
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT J-3
PRESSTEK
DI PRESS CUSTOMER TRAINING [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/
Q & A
--------------------------------------------------------------------------------
|_| INK UP THE PRESS
|_| IMAGING FILE RIPd with Calibration Set
|_| Print to Density/Take Readings
|_| Any Adjustments in Calibration Curve
|_| If necessary, re-image and reprint job.
|_| Continue with running "live jobs"
|_| Press Skills: Substrate change
and paper path adjustments
|_| Pre-Press skills:
|_| Create new Page Setups for varying
printing specifications
|_| Run jobs, build Calibration Sets, new
Page Setups, etc.
|_| [CONFIDENTIAL TREATMENT REQUESTED]/*/
4
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT J-3
PRESSTEK
DI PRESS CUSTOMER TRAINING [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
[CONFIDENTIAL TREATMENT REQUESTED]/*/
Q & A
--------------------------------------------------------------------------------
|_| [CONFIDENTIAL TREATMENT REQUESTED]/*/
|_| Continue with running "live jobs"
|_| Press Skills: Substrate change
and paper path adjustments
|_| Pre-Press skills:
|_| Create new Page Setups for varying
printing specifications
|_| Run jobs, build Calibration Sets, new
Page Setups, etc.
--------------------------------------------------------------------------------
|_| [CONFIDENTIAL TREATMENT REQUESTED]/*/
Review and Wrap-up
5
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-3
-----------
EXHIBIT J-3
PRESSTEK
DI PRESS [CONFIDENTIAL TREATMENT REQUESTED]/*/ ONSITE TRAINING
[CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
8:00AM
|_| TOUR PrePress area and Pressroom
|_| Pressroom Setup, Consummables & Tools Storage
|_| Review Waterless Printing Theory and Practice
|_| Safety
--------------------------------------------------------------------------------
|_| INKING SYSTEM |_| DI-rip Operation
|_| Installation & Adjustment |_| Check for correct installation
of Ink Rollers of RIP software and DI-tools
|_| Maintenance of Ink Rollers |_| Review DI-RIP
|_| Review workflow
|_| PLATE CYLINDER |_| Review file directories
|_| Installation of Plate Material |_| Prepare first file for imaging
Spools |_| Create Page Setup
|_| Create Input Controller
|_| PLATE CLEANER |_| RIP test file without calibration
|_| Changing of Towel Rolls |_| DI-Tools review: DI-View, Merge,
Write
|_| BLANKET CYLINDER
|_| Blanket and Packing
Installation
|_| Printing Pressure Adjustment
|_| BLANKET CLEANER
|_| Removal/Cleaning/Installation
--------------------------------------------------------------------------------
|_| CONSOLE in-depth
|_| GUI in-depth
6
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
EXHIBIT J-3
PRESSTEK
DI PRESS [CONFIDENTIAL TREATMENT REQUESTED]/*/ ONSITE TRAINING
[CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ Location: Presstek
--------------------------------------------------------------------------------
PRESS OPERATOR PREPRESS OPERATOR
--------------------------------------------------------------------------------
|_| [CONFIDENTIAL TREATMENT REQUESTED]/*/
--------------------------------------------------------------------------------
|_| OPERATION & MAINTENANCE |_| DI-rip Operation
OF PERiPHERAL EQUIPMENT |_| Prepare oher jobs for imaging
|_| Air Compressors/Vacuum Pumps
|_| Chillers
|_| IR Dryer
|_| Spray Power Device
|_| Imaging Heads - Lens Cleaning
|_| INK UP THE PRESS
|_| PAPER PATH
--------------------------------------------------------------------------------
|_| IMAGING QUALITY TESTS
|_| Image DENSHOT file
|_| Check and adjust for channel balancing,
Diode alignment, gorw/shrink,
mechanical skew
|_| IMAGE and PRINT 1st UNCALIBRATED JOB
|_| Print to density
|_| Dot % measurements
--------------------------------------------------------------------------------
|_| TRANSFER CYLINDERS |_| DI-rip SESSION
|_| Setting for Perfecting |_| Build a Calibration Set
(IF APPLICABLE) |_| Create New Page Setup w/
Entry for "Intended"
|_| Create New Input Controller
|_| RE-RIP file with calibration
|_| DI-view
--------------------------------------------------------------------------------
|_| IMAGE and PRINT CALIBRATED JOB
|_| Print to Density
|_| Dot % measurements
|_| [CONFIDENTIAL TREATMENT REQUESTED]/*/
7
--------------------------------------------------------------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-4
-----------
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-4
-----------
Xerox / Presstek Service Procedure Outline
=========================== ============= ==================== ==============================================
Process Step Who How What
=========================== ============= ==================== ==============================================
Customer Calls Presstek 1-800-XXX o Create a Log and assign a Log number
Customer Support Customer o Verify customer account info.
Center Support Answer call as o Verify Serial Number.
Center 'Xerox Service' o Verify Service Contract entitlement.
o Log the problem.
o Attempt resolution of problem
o Dispatch Service as required
--------------------------- ------------- -------------------- ----------------------------------------------
Service / Customer Presstek Cell Phone or Pager o Contact available support rep.
Support Rep. Tech Support o Provide call information.
Dispatched o Provide customer account
o Press Technician information to the support rep.
o PrePress expert
o Press demonstrator
--------------------------- ------------- -------------------- ----------------------------------------------
Service / Customer Presstek Phone o Contact customer within [CONFIDENTIAL
Support Rep. Calls Service / TREATMENT REQUESTED]/*/ after notification
customer to verify Customer to discuss the problem and attempt resolution
problem and attempt support rep. over the phone.
problem resolution o If unable to resolve. Inform customer of
as appropriate estimated time of arrival.
(on site within [CONFIDENTIAL TREATMENT
REQUESTED]/*/)
o Determine parts required if possible.
o Notify the Welcome center of progress
--------------------------- ------------- -------------------- ----------------------------------------------
Customer Support Center Presstek Phone o Welcome Center will update / close the log
updates log / sends parts Customer as appropriate.
ahead to account Support o Log parts required.
Center o Send parts ahead to the account as
necessary as directed by the service rep.
--------------------------- ------------- -------------------- ----------------------------------------------
Support Rep. on site at Presstek On site visit. o Determine plan for resolution.
the account. Determine Service / o Attempt resolution for 'X' hours.
the cause of the problem. Customer o If unsuccessful, contact Welcome
Plan and implement support rep. center to request 2nd level support.
resolution actions. o Set customer expectations on next steps.
--------------------------- ------------- -------------------- ----------------------------------------------
Call close out with Presstek Phone Support Rep. will contact the Welcome Center
Customer Support Center. Service / to close out the call.
Customer
support rep.
--------------------------- ------------- -------------------- ----------------------------------------------
Customer Support Center Presstek Phone and Network o Welcome Center completes fields on the
updates and closes log. Customer problem log form and closes the call.
Initiates the billing Support o Information is communicated to the Presstek
process. Center Billing Department to initiate invoice to
the customer.
=============================================================================================================
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-5
-----------
AMENDED SERVICE AGREEMENT
between PRESSTEK, Inc. and XEROX Corporation
--------------------------------------------
EXHIBIT J-5
-----------
SPAR Reports and Technical Notes (Bulletins)
--------------------------------------------
Supplier Technical Support will provide a report, upon request, but not to
exceed the frequency of once per calendar month, to Xerox Technical Support.
This report will consist of :
(a) A listing of all Supplier problems that were reported during the
reporting period as well as all problems that currently in "open"
status. The report will include, but is not limited to the
following information:
(i) The Supplier problem number and Supplier bug number if applicable
(ii) The problem status (example: open, closed)
(iii) A short description of the problem
(iv) The contact ID of the Xerox representative that reported the
problem
(v) The date that the problem was opened
(vi) The date that the problem was closed, if applicable
(vii) The assigned severity of the problem
(viii) Any other information about the problem that is deemed mutually
necessary by both Supplier and Xerox and is available in the Supplier
Technical Support database.
(b) Technical notes for the Supplier, associated software and related
environmental issues are developed from time to time by Supplier
Technical Support. These notes are intended for consumption by the
Xerox Technical Support organization, Xerox field representatives
and Customers. They will be distributed in a timely fashion as
they are become available to a designated Xerox contact point.
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-6
-----------
AMENDED SERVICE AGREEMENT
BETWEEN PRESSTEK, INC. AND XEROX CORPORATION
EXHIBIT J-6
XEROX SERVICE TRAINING
=====================================================================================================
Description Xerox Cost*
=====================================================================================================
Press Operator Training-1 week [CONFIDENTIAL TREATMENT REQUESTED]/*/ per person
-----------------------------------------------------------------------------------------------------
Prepress Applications Training-1 week [CONFIDENTIAL TREATMENT REQUESTED]/*/ per person
-----------------------------------------------------------------------------------------------------
Plate Application Training-1 week [CONFIDENTIAL TREATMENT REQUESTED]/*/ per person
-----------------------------------------------------------------------------------------------------
PAX Press Service/Installation Training-2 weeks [CONFIDENTIAL TREATMENT REQUESTED]/*/ per person
-----------------------------------------------------------------------------------------------------
SUN Press Service/Installation Training-2 weeks [CONFIDENTIAL TREATMENT REQUESTED]/*/ per person
-----------------------------------------------------------------------------------------------------
* a minimum of 3 and a maximum of 5 people per training session
XEROX CERTIFICATION TRAINING
================================================================================
Description No. of Weeks Required Xerox
===================================== ============================= Cost
Classroom In field Classroom per week*
------------------------------------- --------- --------- --------- ----------
Mechanical Certification Training+ [CONFIDENTIAL TREATMENT REQUESTED]/*/
per person
------------------------------------- --------- --------- --------- ----------
Electrical Certification Training+ [CONFIDENTIAL TREATMENT REQUESTED]/*/
per person
------------------------------------- --------- --------- --------- ----------
Press Operator Certification+ [CONFIDENTIAL TREATMENT REQUESTED]/*/
per person
------------------------------------- --------- --------- --------- ----------
Prepress Applications Certification+ [CONFIDENTIAL TREATMENT REQUESTED]/*/
per person
================================================================================
* A minimum of 3 and a maximum of 5 people per training session
+ Assumes a minimum level of expertise/qualifications to be determined by
Presstek prior to training.
----------------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Commission pursuant to Rule 24b-2 promulgated
under the Securities and Exchange Act of 1934, as amended.
