EXHIBIT 10.2
2 July, 1996
Xx. Xxxxxx X. Xxxxxxxx
President and Chief Operating Officer
Accent Color Sciences
000 Xxxxxxxxxxx Xxxx.
Xxxx Xxxxxxxx, XX 00000
Letter of Understanding
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Dear Xxxxxx:
This letter agreement is an amendment to that certain agreement between the
parties effective February 16, 1996 styled a Product Development and
Distribution Agreement ("Agreement") and relates to ACS performing certain
additional development and testing work as more specifically described herein
and shall be effective on the date the last party hereto countersigns this
letter below (the "Effective Date").
0.XXXX TO BE PERFORMED BY ACS. ACS will use its best efforts and at no
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charge to Xerox or Colorbus to (a) deliver to Colorbus no later than July 1,
1996 an interface specification (including updates) which enables a digital
front end to be developed by Colorbus for Xerox under separate agreement by and
between Colorbus and Xerox to be interoperable and compatible with the ACS 135
Spot Printer; (b) software, together with appropriate documentation respecting
the integration logic to the ACS 135 Spot Printer which software has features
and functionality and in a format permitting the aforesaid digital front end
development, and (c) promptly after alpha and beta test units of such digital
front end are delivered to it by Colorbus or Xerox, test such Colorbus digital
front end for interoperability and compatibility with the ACS 135 Spot Printer.
2.AVAILABILITY OF ACS TECHNICAL SUPPORT. ACS will provide to Xerox and
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Colorbus the following technical support: (a) ACS 135 Spot Printer installation,
(b) ACS 135 Spot Printer operator training, (c) ACS 135 Spot Printer service
at least in the United States and (d) on-site and telephone technical
consultation, as required to support the identified BO installations. In
addition, ACS will provide technical support services as described in paragraph
10.02 of the "Agreement".
3.CONFIDENTIALITY. In the event one of the parties must disclose to the
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other confidential information for the purpose of enabling either party to
perform its obligations thereunder, the disclosure and use of such information
shall be governed by that certain agreement between the parties styled a
"Confidential Disclosure Agreement" and signed by a representative of Xerox on
February 15, 1996.
4.PUBLICITY. Except as required by law, no party hereto will issue any
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public statement concerning this letter agreement, or otherwise make this
letter agreement public without the prior written consent of the other party.
5. EXPENSES. Each party will bear its own expenses in connection with the
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development and other work to be performed thereunder.
6.FORECASTS. Xerox shall provide to ACS forecasts per paragraph 4.07 of
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the Agreement. The first forecast for ACS units to be used in conjunction with
DocuTech is to be provided on or before September 1, 1996.
7.ENTIRE AGREEMENT. This letter agreement, its attached exhibits (Exhibit
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"A" entitled "The Toucan Systems Requirements Overview", Exhibit "B" entitled
"Key Mileposts for Product Delivery From Accent Color Sciences to Xerox", and
Exhibit "C", entitled "Transfer Costs from Accent Color Sciences to Xerox") and
the Agreement contain the entire understandings of the parties with respect to
the subject matter hereof and supersedes any prior or contemporaneous written
instruments or oral agreements and may only be amended by a written instrument
signed by representatives of both parties. In the event of any inconsistency
between the terms contained in this letter agreement and those contained in the
Agreement, the former shall control.
If the foregoing accurately sets forth our understanding with respect to
the subject matter hereof, kindly countersign this letter agreement where
indicated below and return such executed copy to the undersigned.
Very truly yours,
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Strategic Alliance Manager
Xerox Production Systems Group
AGREED AND ACCEPTED AS
OF THE DATE FIRST WRITTEN
ABOVE:
ACCENT COLOR SCIENCES
By: /s/ Xxxxxx X. Xxxxxxxx
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Xx. Xxxxxx X. Xxxxxxxx
President and Chief Operating Officer
Accent Color Sciences
July 2, 1996
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Date
XEROX CORPORATION
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Vice President and General Manager
Xerox Production Publishing Solutions
July 9, 1996
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Date
EXHIBIT 'A'
TOUCAN SYSTEM REQUIREMENTS
OVERVIEW
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[*] OMITTED INFORMATION CONSISTING OF TWENTY (20) PAGES SUBJECT TO PENDING
CONFIDENTIAL TREATMENT REQUEST AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION
DOCUTECH CUSTOM COLOR PUBLISHER
KEY MILEPOSTS FOR PRODUCT DELIVERY FROM ACCENT COLOR
SCIENCES TO XEROX
EXHIBIT `B'
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[*] OMITTED INFORMATION CONSISTING OF TWO (2) PAGES SUBJECT TO PENDING
CONFIDENTIAL TREATMENT REQUEST AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
DOCUTECH CUSTOM COLOR PUBLISHER
TRANSFER COSTS FROM ACCENT COLOR SYSTEMS
TO XEROX
EXHIBIT `C'
ACCENT COLOR SCIENCES LETTER OF UNDERSTANDING
DATE JUNE 1996.
[*]
* OMITTED INFORMATION CONSISTING OF ONE (1) PAGE SUBJECT TO CONFIDENTIAL
TREATMENT REQUEST AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION
