PURCHASE-SALES AGREEMENT
BETWEEN
DIGITAL THEATER SYSTEMS, INCORPORATED
AND
INFOCUS CORPORATION
This Purchase-Sales Agreement (hereinafter called "AGREEMENT") is made and
entered into by and between Digital Theater Systems, Incorporated, having an
office for the transaction of business at 0000 Xxxxxxxx Xxxxx, Xxxxxx xxxxx, XX
00000 (hereinafter called "DTS") and InFocus Corporation, having an office for
the transaction of business at 00000X XX Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxx
00000 X.X.X. (hereinafter called "INFOCUS").
Whereas, DTS desires to purchase projection products and accessories, components
and replacement parts therefor (hereinafter defined and collectively called
"PRODUCT") and INFOCUS desires to sell such PRODUCT to DTS; and
Whereas, the parties desire by means of this AGREEMENT to establish the terms
and conditions which shall govern INFOCUS' sale and DTS' purchase of such
PRODUCT; Now, therefore, the parties agree as follows:
SECTION 1.0 AGREEMENT FOR DEVELOPMENT, PURCHASE and TERM.
1.1 INFOCUS agrees to sell to DTS the PRODUCT as specified in ATTACHMENT-1 in
accordance with the terms and conditions stated in this AGREEMENT and the
ATTACHMENTS that are incorporated herein.
1.2 The term of the AGREEMENT shall commence upon the date of the last party to
sign hereto (the "Effective Date") and shall be in effect for a period of
two (2) years thereafter, unless it is renewed or terminated sooner under
SECTION 17.0 TERMINATION.
1.3 The parties shall meet periodically to discuss new products, and such new
products may be incorporated into this AGREEMENT by the mutual agreement of
the parties.
1.4 PRODUCT introduction schedules for DTS shall be as agreed upon by the
parties and set forth in ATTACHMENT-2 hereof.
1.5 Expenses incurred by INFOCUS for customization of the PRODUCTS shall be
paid by DTS in accordance with ATTACHMENT-2 hereof.
SECTION 2.0 DEFINITIONS.
2.1 Field Replaceable Unit ("FRUs") are PRODUCT components that are not END
USER- replaceable parts.
2.2 The "Parts" mean all INFOCUS replacement parts, spare parts and accessories
to the PRODUCTs.
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October 2001
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2.3 The "Specifications" for the PRODUCTs shall be defined as in ATTACHMENT-1.
The Specifications may be amended only according to "Engineering Change"
SECTION 22 hereof.
SECTION 3.0 AGENCY CERTIFICATION OF PRODUCTS.
3.1 Agency Certifications.
1. INFOCUS shall provide PRODUCT which meets the regulatory requirements
of listed regulatory agencies as set forth in Section 3.1.2, which
list may be amended from time to time as required by such regulatory
agencies and DTS and as agreed to by INFOCUS.
2. INFOCUS shall at its expense apply for and maintain listing of the
PRODUCTS by the UL, TUV, IRAM, GOST, VCCI, C-Tick, FCC(Class A),
ICES-003, CB/UL, NOM, CCIB and CE regulatory agencies.
SECTION 4.0 PRICES.
4.1 Price. The price ("PRICE") payable by DTS to INFOCUS for the PRODUCT shall
be set forth in ATTACHMENT-3, and service parts and FRUs as provided in
ATTACHMENT-5.
SECTION 5.0 BRANDING and MARKETING.
5.1 DTS will use reasonable efforts to provide an InFocus branding credit where
end credits are provided, if any. If provided, the credit shall be plainly
visible to members of the viewing audience and will generally conform to
cinema industry standards. Inadvertent omission by DTS or failure by a
third party to comply with this obligation shall not be deemed to be a
breach of this Agreement.
SECTION 6.0 PURCHASE ORDERS and FORECASTS.
6.1 DTS shall provide a four-month rolling forecast of PRODUCT demand on a
monthly basis.
6.2 Purchase orders must be placed at least *** days prior to the FOB date.
DTS shall issue an initial binding purchase order to cover the first ***
days of Product deliveries.
6.3 DTS shall, issue purchase orders in accordance with this AGREEMENT.
Purchase orders issued to INFOCUS shall include the following:
a) description of PRODUCT;
b) quantity of PRODUCT being ordered;
c) unit Price; and
d) requested delivery dates and shipping destination if applicable.
6.4 Terms and conditions of any purchase orders issued pursuant to this
AGREEMENT are superseded by and subject to the terms and conditions of the
AGREEMENT, unless specifically agreed to in advance by both INFOCUS and DTS
in writing.
6.5 All orders must be received by INFOCUS at least thirty (30) days prior to
the expiration of this AGREEMENT, and specify delivery dates no later than
sixty (60) days after the expiration of this AGREEMENT.
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Confidential Treatment and filed separately with the Commission.
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SECTION 7.0 RESCHEDULING AND CANCELLATION.
7.1 Rescheduling.
DTS may at any time upon thirty (30) days or more prior written notice to
INFOCUS, reschedule the delivery of any ordered PRODUCT for up to sixty
(60) days later than the original scheduled delivery date. This
rescheduling shall be at no charge to DTS. Rescheduling within 30 days of
scheduled delivery date is not allowed.
It the event that DTS request rescheduling to pull in delivery dates,
INFOCUS shall use commercially reasonable efforts to accommodate such
requests.
7.2 Cancellation. DTS liability for cancellation shall be as follows: For
ordered PRODUCT, scheduled for delivery in the next 30 days, DTS agrees to
purchase 100% of such ordered quantity.
In addition to the foregoing, DTS shall be liable for 100% of any DTS
custom components, so long as INFOCUS had reasonably procured such custom
components/assemblies based on leadtime requirements as a result of DTS
orders and forecasts. A listing of DTS custom components and leadtimes is
provided in ATTACHMENT-4 hereto. DTS liability for such custom parts shall
be INFOCUS cost plus a reasonable handling charge. INFOCUS shall use best
commercially reasonable efforts to mitigate such cancellation costs by,
where possible immediately terminating the production or orders for such
custom components, or by using such custom components with other customers
(where possible) or returning such custom components to vendors. However,
for clarification nothing in the foregoing shall eliminate or reduce DTS'
minimum purchase obligations of this Agreement.
SECTION 8.0 DELIVERY.
8.1 Shipment Terms.
a. For all shipment destinations, PRODUCT shipment shall be F.O.B. at
INFOCUS' point of shipment in Wilsonville, Oregon, U.S.A. Delivery
shall occur at INFOCUS' dock upon delivery to DTS' carrier in
Wilsonville, Oregon, U.S.A.
b. The parties understand that shipment terms shall be renegotiated in
good faith in the event that INFOCUS changes its manufacturing and/or
shipment locations.
8.2 DTS' carrier for international flight/vessel shall be arranged by DTS at
DTS' expense unless otherwise agreed by both parties in writing.
8.3 DTS shall make all arrangements and pay all transportation charges and any
desired attendant insurance.
8.4 Delivery. INFOCUS shall use commercially reasonable efforts to meet all
requested PRODUCT shipment dates.
8.5 Acceptance. PRODUCT units shall meet all of DTS' incoming inspection tests
as mutually agreed by the parties and shall comply with the specifications
for the PRODUCT as specified in ATTACHMENT-1, which testing may be
performed by DTS at DTS' option. The incoming inspection, if any, shall
occur within ten (10) business days after receipt by DTS of the PRODUCT,
and DTS shall be declined to have accepted the PRODUCT unless written
notice of rejection for material failure to meet incoming
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inspection is provided to INFOCUS within such 10 day period. DTS shall have the
right to reject all product units in a lot if 10% or more of the PRODUCT units
in a lot materially fail to pass the inspection tests. DTS agrees to contact
INFOCUS to discuss the problem(s) with the lot of PRODUCTS prior to rejecting
the entire lot. However, the decision to reject an entire lot shall be in DTS
sole discretion. Such rejected PRODUCT shall be returned to INFOCUS at INFOCUS'
expense for warranty repair or replacement, including all freight costs by
INFOCUS, or INFOCUS shall refund the purchase price of such rejected PRODUCT if
INFOCUS can not repair or replace such PRODUCT within ten (10) business days of
INFOCUS' receipt of such rejected PRODUCT. In the event that INFOCUS and DTS
disagree about test procedures or test results that formed the basis of a
rejection by DTS, at the request of one party, the parties shall meet within one
(1) week of notice of the request to meet for good faith discussions on
resolution of the disagreement.
SECTION 9.0 TITLE AND RISK OF LOSS.
9.1 Title and risk of loss to PRODUCT shall pass to DTS upon delivery to DTS'
designated carrier in Wilsonville.
SECTION 10.0 INVOICING, PAYMENT TERMS.
10.1 INFOCUS shall invoice DTS for all units of PRODUCT upon delivery to DTS.
Payment shall be due and payable in US dollars. Payment terms shall be net
*** days from receipt of above invoice at DTS.
SECTION 11.0 LIMITED WARRANTY and SERVICE.
11.1 INFOCUS warrants that Product delivered to DTS hereunder shall conform to
the Specifications as provided in ATTACHMENT-1 and shall be free from
defects in material and workmanship for a period of fifteen (15) months
from the date delivery to DTS. Notwithstanding the foregoing, the warranty
on Product lamps shall be five (5) months from delivery to DTS or 500 hours
of use, whichever comes first. Warranty on parts or repairs made by
INFOCUS shall be ninety (90) days from the date of repair or the remaining
life of the Product warranty, whichever is longer.
11.2 Details of the return and warranty service process shall be provided in
SERVICE ATTACHMENT-5 hereof.
11.3 The warranty hereunder does not include damage or malfunction resulting
from abuse, misuse, accident, disaster, negligence, unauthorized
alterations, installation of non INFOCUS attachments or accessories,
installation or improper connection to equipment, or failure to provide a
suitable installation environment as specified in ATTACHMENT-1.
11.4 The warranty as described in this section is granted to DTS and is
transferable by DTS to an end user or any third party. However, DTS shall
manage all PRODUCT warranty claims an behalf of the end user or other third
party.
11.5 EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE FOREGOING ARE IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WHICH ARE ALL EXPRESSLY DISCLAIMED.
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Confidential Treatment and filed separately with the Commission.
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Section 12.0 PRODUCT END-OF-LIFE and ADDITIONAL PRODUCTS.
12.1 For the Xxxxxx Product, nine months prior to the expiration of this
Agreement, both parties shall enter into good faith negotiations to
determine transition and end-of-life ("EOL") plans for the Xxxxxx Product.
If within six months prior to the expiration of this Agreement, the parties
have not agreed on a transition/EOL plan, then DTS shall be free to seek
another supplier, however, the minimum purchase obligations of this
Agreement shall continue in force unless INFOCUS is unable to continue to
provide DTS the Xxxxxx Product or other PRODUCT of comparable performance,
as set forth in Attachment 1. INFOCUS shall notify DTS of PRODUCT
end-of-life ("EOL") as soon as INFOCUS has determined the PRODUCTS EOL and
in no event shall this be less than four (4) months prior to the PRODUCTS
planned EOL date. DTS shall have the right to issue a last-time
non-cancelable purchase order no later than sixty (60) days before the
PRODUCT EOL date, for final delivery within ninety (90) days after the EOL
date. DTS understands and agrees that such last-time purchase must be
forecasted within thirty (30) days of INFOCUS' notification to DTS of EOL,
and that all components will become "custom" to DTS after the EOL date
(however, notwithstanding the foregoing INFOCUS agrees to stock engines,
ECAs and power supplies for three (3) years after Xxxxxx Product EOL).
Purchase orders for end-of-life quantities shall be governed by the terms
of this AGREEMENT. DTS shall purchase from INFOCUS all DTS custom
components which are not incorporated in PRODUCT to be sold to DTS under
DTS purchase order, so long as INFOCUS had reasonably procured such custom
components based on lead time requirements provided in ATTACHMENT-4 in
order to meet DTS purchase orders and forecasts. The final buying price of
such custom components shall be based upon component Part cost to INFOCUS
plus a reasonable handling charge, not to exceed *** of the wholesale
price of such component Part, to be negotiated between INFOCUS and DTS.
12.2 INFOCUS agrees to provide DTS with end-of-life support for two (2) years on
PRODUCT documentation; and, for three (3) years an service and other
replacement Parts for the PRODUCT, (including without limitation electrical
Parts), from the last date of PRODUCT production. DTS shall also have an
opportunity for a last-time buy at the end of the foregoing support
periods. Notwithstanding the foregoing, with respect to DTS custom
components required for service, DTS shall make a last-time buy of such DTS
custom components at PRODUCT EOL. INFOCUS shall work in good faith with DTS
at time of EOL to mitigate impact of custom inventory to DTS.
12.3 In planning for future product, INFOCUS will in good faith discuss and
reasonably consider incorporating DTS' requirements, as set forth in this
AGREEMENT, in such future products in order to provide a replacement for
the PRODUCT at the PRODUCT'S EOL.
Section 13.0 PRODUCT USER and SERVICE GUIDES.
13.1 INFOCUS shall provide DTS English-language electronic versions of Service
guides, and User guides for the PRODUCT as available substantially at or
before the initial
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October 2001
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production/delivery of INFOCUS' version of the PRODUCT. In addition,
INFOCUS shall also provide DTS with generic versions of the guides in other
major languages as are routinely prepared by INFOCUS for other INFOCUS
product. DTS shall be responsible for customizing and publishing Service
and additional User guides for the PRODUCT. INFOCUS grants to DTS a
royalty-free right to publish Service guides based on the description of
the PRODUCT from INFOCUS for internal use and to distribute them to
authorized service providers under confidentiality terms where appropriate.
13.2 INFOCUS shall provide DTS with electronic copies of User guides for DTS'
modification. INFOCUS grants to DTS a royalty-free right and license to
publish and provide the User guides to PRODUCT users and to authorized
service providers.
13.3 Copyrights held by INFOCUS on the Service and User guides shall not be
transferred to DTS.
13.4 INFOCUS grants to DTS the royalty-free rights to use the INFOCUS trademark
and/or logo for the purpose of branding and marketing of the PRODUCT only
as set forth in this AGREEMENT. DTS shall be permitted to sublicense these
rights to third parties to meet the requirements of SECTION 5.0 as set
forth above.
Section 14.0 CONFIDENTIAL INFORMATION, NO LICENSE.
14.1 All information conveyed between the parties shall be governed by the
Mutual Non-Disclosure Agreement signed by the parties and dated April 30th,
1999 ("NDA").
14.2 Notwithstanding my termination date referenced in the NDA, the NDA shall
continue in full force and effect until the termination or expiration of
this Agreement. However, such extension or continuation shall not effect
any information which is not considered Confidential Information as set
forth in Section 1 of the NDA.
14.3 Except with the express written permission of the other party, each party
shall not disclose the terms and conditions of this AGREEMENT during the
terms of the AGREEMENT and for a period of three (3) years thereafter to
any third party except as required by law or by governmental regulations,
requirements or orders, or as may be necessary to establish or assert its
rights hereunder.
14.4 Except for the specific purposes set out in this AGREEMENT, exchange of
information under this AGREEMENT, whether Confidential Information or not,
does not convey a license, implied or otherwise, under any patent,
copyright, trademark or trade secret in which either party has an interest.
14.5 Each party may publicly announce and promote the fact that it has entered
into this AGREEMENT with the other. Neither party shall at any time
publicly state or imply that the relationships between the parties are in
any way different from those specifically set forth herein. If requested
by one party, the other party shall promptly supply the other with copies
of all public statements and of all publicity and promotional material
relating to this AGREEMENT and to the PRODUCT. However, irrespective of
the foregoing, with respect to Press Releases that reference this
relationship or AGREEMENT, each party shall seek and obtain prior approval
from the other party before publication of such Press Release.
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October 2001
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Section 15.0 PATENTS AND COPYRIGHTS.
15.1 INFOCUS will, at its expense, defend, indemnify and hold harmless DTS from
and against any claim that PRODUCT supplied hereunder infringes any United
States patent, copyright, trade secret, maskwork right or any other
intellectual property right of a third party, and shall assume the defense
of such claim, lawsuit or other action by reputable counsel retained at
INFOCUS' own expense. INFOCUS will pay resulting costs, damages,
liabilities and attorneys fees arising out of such claim, lawsuit or other
action, and/or shall pay all costs and expenses of any settlement with such
third party. Notwithstanding the above, DTS may participate in any such
claim, lawsuit or other action at its own expense and by its own counsel.
15.2 To qualify for such defense and payment, DTS must:
a) give INFOCUS prompt written notice of any such claim; and
b) allow INFOCUS to control the defense, and reasonably cooperate with
INFOCUS in the defense and all related settlement negotiations, with
INFOCUS being responsible for all associated out-of-pocket costs.
15.3 INFOCUS' obligation under this section is conditioned on DTS' agreement
that if PRODUCT in the inventory of DTS, or the operation thereof while in
DTS' inventory, become, or in INFOCUS' opinion are likely to become, the
subject of such a claim, DTS will permit INFOCUS, at INFOCUS' option and
expense, either to procure the right for DTS to continue marketing and
using PRODUCT or to replace with an equivalent PRODUCT with no loss in
functionality or delay over 30 days to DTS schedule or modify the PRODUCT
so that it becomes non-infringing with no loss in functionality or delay
over 30 days to DTS schedule; and, if neither of the foregoing alternatives
are available on terms which are commercially reasonable for INFOCUS, upon
written request by DTS, DTS will return such PRODUCT to INFOCUS and INFOCUS
shall refund to DTS the unit Price paid to INFOCUS by DTS for each returned
PRODUCT and all direct costs incurred by DTS with respect to such PRODUCTS,
capped by NRE expenses provided in Attachment 2 hereof actually paid by
DTS. Furthermore, upon DTS written request for refund, the exclusivity
provision of Section 32 shall cease to be in effect.
15.4 INFOCUS shall have no obligation with respect to any claim based upon DTS'
modification of PRODUCT or the combination, operation or use of PRODUCT
with equipment, data or programs not furnished by INFOCUS , or with respect
to any claim based upon attributes of cosmetic, technical or software
change of PRODUCT made by INFOCUS in accordance with DTS' specifications,
provided that such claim would not have occurred but for such modification,
combination/operation/use, or cosmetic/technical/software change by DTS. In
the event that DTS is responsible for such a claim, then the requirements
and obligations of SECTIONS 15.1 and 15.2 shall reciprocally apply to the
parties and DTS shall indemnify and defend INFOCUS for such claim provided
that INFOCUS meets its reciprocal obligations as set forth in these
sections. Furthermore, the above obligations are contingent on both parties
representation that to the best of their knowledge, no infringement claims
against the Product are ongoing, threatened or likely as of the effective
date of this Agreement
15.5 Sections 15.1 - 15.4 states INFOCUS and DTS' entire obligations to the
other regarding intellectual property infringement claims under this
Agreement.
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Section 16.0 EXPORT OF PRODUCT.
16.1 U.S. Export Administration Regulations.
If any items to be supplied under this AGREEMENT should become subject to
U.S. Export Administration Regulations, then INFOCUS shall at the time
provide to DTS sufficient information to enable DTS to assign the proper
Export Commodity Control Number to the item, or else provide to DTS the
Export Commodity Control Number. INFOCUS represents and warrants that to
the best of its knowledge that none of the items supplied under this
AGREEMENT are subject to U.S. Export Administration Regulations.
16.2 Restrictions on Technology Export.
DTS hereby agrees that it will not knowingly export, directly or
indirectly, any United States source technical data acquired from INFOCUS,
or any direct product of that technical data, to any country for which the
United States Government or any agency of that government at the time of
export requires an export license or other governmental approval without
first obtaining that license or approval, when required by applicable
United States law. INFOCUS represents and warrants that to the best of its
knowledge that any/all information provided to DTS hereunder is not subject
to United States or other countries export control restrictions.
16.3 Restrictions on PRODUCT Export.
DTS agrees that it will not export, directly or indirectly, any PRODUCTS or
Parts obtained under this AGREEMENT to any country for which the U.S.
Government or any agency thereof at the time of export requires an export
license or other governmental approval, without first obtaining the written
consent to do so. INFOCUS represents and warrants that to the best of its
knowledge that any/all PRODUCT provided to DTS hereunder is not subject to
United States or other countries export control restrictions.
16.4 Foreign Corrupt Practices Act.
The parties shall at all times comply with all applicable laws of the
United States concerning foreign corrupt practices or which in any manner
prohibits the giving of anything of value to any official, agents or
employee of any government, governmental agency, political party to any
officer, employee, or agent thereof.
Section 17.0 TERMINATION.
17.1 This AGREEMENT shall continue in effect for two (2) years from the
Effective Date.
17.2 Either party may terminate the AGREEMENT without prior written notice to
the other party, in the event that the other party shall:
a) become insolvent or have an uncontested petition in bankruptcy,
reorganization or similar action filed by or against it;
b) have all or a substantial portion of its capital stock or assets
expropriated or attached by any government entity;
c) be dissolved or liquidated or have an uncontested petition for
dissolution or liquidation filed with respect to it; or
d) be subject to promptly attachment, court injunction, or court order
materially affecting its operations under the AGREEMENT.
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October 2001
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17.3 DTS may terminate the AGREEMENT in part or in whole, with or without cause,
with a one-hundred eighty (180) day prior written notice, In the event of
such termination, INFOCUS shall accept DTS purchase orders in normal course
up to the effective date of termination, and neither party shall be liable
to the other party on account of the termination unless otherwise provided
under this AGREEMENT. Notwithstanding the above, DTS shall be bound by any
minimum purchase requirements provided herein or in other written
documentation agreed to by the parties.
17.4 The following terms apply in the event of a termination for default:
a) Provisions in this Paragraph 17.4 shall not apply to failure to
perform caused by an excusable delay, as defined in SECTION 23.0 FORCE
MAJEURE.
b) Either party's fail to perform any of its material obligations under
the AGREEMENT, including INFOCUS' obligations to provide PRODUCT
according to the specifications shall be a default. If either party
defaults, the other party may termination the AGREEMENT by giving the
defaulting party written notice of such termination after the
expiration of thirty (30) days from the defaulting party's receipt of
notice from the other party of the occurrence of any default, if such
event of default is then still uncured. An uncured default by INFOCUS
shall relieve DTS of any minimum purchase requirements herein.
c) If INFOCUS terminates the AGREEMENT for default by DTS, INFOCUS shall
complete any PRODUCT on order and shall deliver such PRODUCT to DTS in
accordance with Section 8 and DTS shall pay INFOCUS all payments due
for PRODUCT and components in inventory or on order in accordance with
Section 10. INFOCUS will make all reasonable efforts to reduce DTS'
liability to INFOCUS by canceling commitments for materials; reselling
or diverting materials received; and stopping work-in-process,
including and without limitation, performing the mitigation efforts
set forth in Section 7.2 (Cancellation) of this Agreement.
Section 18.0 SERVICE, SPARE PARTS and FRU PRICING.
18.1 Service provisions between the parties, and Spare Parts and FRU pricing
shall be as provided in Service ATTACHMENT-5 incorporated herein.
18.2 INFOCUS shall supply spare/FRU pricing for each new PRODUCT model as soon
as available.
18.3 Additional terms and conditions relating to service shall be the subject of
a separate Service Agreement to be negotiated and agreed in good faith by
the parties.
Section 19.0 PRODUCT LIABILITY.
19.1 INFOCUS shall assume any and all liability and responsibility for the lost,
or damage to property or the injury or death of a person arising out of or
resulting from the PRODUCT manufactured by or for INFOCUS and shall defend,
indemnify and hold harmless DTS, its shareholder, directors, officers,
employees, agents, assigns affiliates and any customer of the PRODUCT from
any claim to have arisen out of or connected with such PRODUCT as a result
of any INFOCUS negligence or willful act. InFocus shall assume the defense
of such claim, action or suit by reputable counsel, retained at INFOCUS'
expense and shall pay all damages assessed or settlement reached as a
result of such action, suit or threat thereof. DTS shall tender all
reasonable assistance to INFOCUS in defense of the same, Notwithstanding
the foregoing,
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October 2001
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DTS may participate in any such claim at its own expense and by its own counsel.
Furthermore, for clarification, DTS shall be liable for its actions, including
installment and mounting, performed within DTS' control.
19.2 INFOCUS shall, during the term of this AGREEMENT, insure and keep insured
INFOCUS and shall name DTS as an additional insured with an insurance
company acceptable to DTS, against such loss or damage to property or the
injury or death of a person as set forth in the above SECTION 19.1, and
shall submit to DTS a certificate of insurance of such coverage.
Section 20.0 LIMITATION OF REMEDIES.
20.1 Unless otherwise expressly provided under this Agreement, INFOCUS' entire
liability and DTS' exclusive remedy are set forth in this SECTION.
a) In all situations involving performance or non-performance of PRODUCT
furnished under the AGREEMENT, DTS' sole remedy during the warranty
period is supply of the spare parts or replacement of the PRODUCT by
INFOCUS, or at INFOCUS' discretion, a refund of the price paid for the
PRODUCT provided that INFOCUS is unable to ship within fifteen (15)
business days of receipt, replacement PRODUCT conforming to
Specifications as warranted.
b) Epidemic Failure. In the event that more than more than *** of
PRODUCT fail with less than *** hours of lamp life (as shown by
reasonable evidence using internal lamp hours counter), then DTS shall
promptly notify INFOCUS and INFOCUS shall take expedited corrective
action. If InFocus does not repair or replace Product to lower such
failure rate below *** within *** days of DTS' notice, then DTS shall
be free from any minimum purchase requirements provided herein.
c) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR CONSEQUENTIAL DAMAGES
OF ANY KIND INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES,
LOST SAVINGS OR LOST BUSINESS, REGARDLESS OF THE FORM OF ACTION, EVEN
IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.2 No actions, regardless of form, arising out of the AGREEMENT, may be
brought by either party more than two (2) years after the cause of action
has arisen.
Section 21.0 TRADEMARKS.
21.1 The parties acknowledge and agree that company trademarks and trade names
are paramount to the identification of products being sold in the
marketplace. Each party agrees that it shall have no right, claim or
interest in any trademark, brand or trade name, which is owned by the other
party to this AGREEMENT.
21.2 A DTS trademark shall be applied to each PRODUCT unit in a mutually
agreeable location, size and manner. DTS warrants and represents that it
is the sole and exclusive owner and/or licensee of its DTS brand as applied
to the PRODUCT and that the use of such brand does not constitute any known
infringement of any rights of any third party.
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21.3 DTS agrees to indemnify and hold harmless INFOCUS from and against any
claim of trademark infringement by reason of the use of DTS' brands on or
in connection with the PRODUCT hereunder, and DTS shall assume the defense
of any action or suit against INFOCUS relating thereto, by reputable
counsel retained at DTS' expense, and shall pay any damages assessed
against or otherwise payable by INFOCUS as a result of any such action or
suit, or threats thereof. INFOCUS shall give DTS the cooperation it
reasonably requires, in connection with any such action or suit.
Notwithstanding the foregoing, INFOCUS may participate in any such action
or suit at its own expense and counsel.
Section 22.0 ENGINEERING CHANGES.
22.1 "Safety Changes" are those Engineering Changes defined by INFOCUS as
changes to protect its customers, INFOCUS reserves the right, prior to
delivery to DTS, to make any Safety Changes deemed necessary by INFOCUS.
However, with respect to PRODUCT in DTS' inventory and installed with DTS'
end users, DTS agrees to install such Safety Changes in a manner specified
by INFOCUS and within reasonable period specified by INFOCUS. INFOCUS
shall provide DTS without charge all hardware, software or other components
that constitute the Safety Change and will reimburse DTS for the reasonable
direct costs associated with the installation of such Safety Changes by DTS
or its representative. INFOCUS and DTS shall meet in the event of such
Safety change to discuss and minimize expense and disruption associated
with such Safety Change.
22.2 Specifications may be changed only in accordance with the requirements set
forth in Engineering Change Procedure set forth herein. After the effective
change date, all PRODUCT and Parts shipped shall conform to the changed
specification. However, INFOCUS shall continue, until INFOCUS' obligation
shall expire, to furnish Parts under all previous specifications unless the
change is interchangeable with PRODUCTS or Parts as previously
manufactured. In the event of a Part change in which interchangeability is
affected, such Part will have a new part number assigned and PRODUCTS and
Parts manufactured thereafter will be documented so as to reflect that
condition.
22.3 Change Notification and Procedure. INFOCUS shall notify DTS as soon as is
reasonably possible regarding any change which obsoletes field inventory or
creates a need to stock new items, provided such changed PRODUCT adheres to
Specification. Changes to the PRODUCT's configuration shall be classified
as described in INFOCUS' Change Control Document. INFOCUS shall use best
commercially reasonable efforts to mitigate the impact of any change on DTS
and the PRODUCT. This shall include, but not be limited to: (i) reasonable
consideration as to the cost and performance impact on the PRODUCT of the
change versus the necessity for the change; and (ii) mitigating or
eliminating the cost to DTS associated with any change including, but not
limited to, immediately terminating the production or orders for any
obsolete custom components or long lead-time item required to fulfill DTS
purchase order or forecast or by using such obsoleted custom components or
long lead-time items with other customers (where possible) or returning
such obsoleted custom components and long lead-time items to vendors for
credit. In the event that DTS does not agree with an ECO, the parties
shall meet to discuss the issue in good faith and attempt to find a
mutually acceptable resolution to the issue.
DTS-InFocus Agreement
October 2001
Page 11
22.4 ECO Control. While INFOCUS may notify DTS according to the requirements of
this Section 22 and discuss such ECO's as may be requested by DTS,
authority for ECO's shall remain in INFOCUS' sole control.
Section 23.0 FORCE MAJEURE and ALLOCATION.
23.1 Neither party shall be in default or liable to the other for failure to
perform any provision of the AGREEMENT if such failure is caused directly
or indirectly by events beyond that party's control, such as acts of
nature, fire, riots, wars, insurrections, acts of governments, embargoes or
unusually severe weather. Such an event is an "Excusable Delay." The
party affected by an Excusable Delay shall take all reasonable steps to
perform despite the delay including the timely payment for delivered
PRODUCT in any possible ways. However, in the event that INFOCUS is unable
to deliver conforming PRODUCT to DTS for a ninety (90) day period, DTS may
terminate this Agreement, in writing, without further obligation.
Fulfillment of payment obligations may be reasonably delayed according to
the foregoing, but not extinguished. In the event that PRODUCT ownership
and/or risk of loss is disputed in regard to payment obligations, the
parties shall meet in good faith to resolve the issue.
23.2 Allocation.
If INFOCUS is unable to fulfill DTS' orders for PRODUCT or Parts due to an
event of force majeure or any other cause beyond INFOCUS' control, such as
lack or shortage of components or raw materials, INFOCUS may reasonably
allocate its available supply of PRODUCT or Parts (and products reasonably
similar to PRODUCT or Parts) without such allocation constituting a default
event; provided, however, that in my such allocation, INFOCUS and DTS shall
discuss the allocation situation and work together in good faith to provide
DTS with an equitable share of the PRODUCT.
Section 24.0 NOTICES.
24.1 All notices, requests, consents and other communications under the
AGREEMENT shall be in writing, which may be sent via e-mail, and sent to
the following:
IN FOCUS: DTS.
InFocus Corporation Digital Theater Systems, Incorporated
Attn: Legal Department Attn: General Counsel
00000X XX Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000 X.X.X. Xxxxxx Xxxxx, XX 00000
Fax: 000-000-0000 Fax: (000) 000-0000
Section 25.0 ARBITRATION and LAW.
25.1 All disputes, controversies, claims or differences, including related tort
claims which may arise between the parties, out of, in relation to, or in
connection with this AGREEMENT, or for the breach thereof, shall be
referred to and settled by arbitration without being submitted to a court
in the United States. The arbitration shall take place at the American
Arbitration Association in Portland, Oregon in accordance with the rules of
procedure of the said American Arbitration Association. All provisions of
this AGREEMENT shall be construed and governed under Oregon law. The award
to be rendered shall be final and
DTS-InFocus Agreement
October 2001
Page 12
binding upon both parties hereto, and judgment upon the award rendered may
be entered in any court having jurisdiction thereof. In the event of
arbitration the panel shall consist of three arbitrators, one of whom shall
be chosen by DTS, one of whom shall be chosen by INFOCUS, and one of whom
shall be chosen by the two arbitrators chosen by DTS and INFOCUS.
Section 26.0 SEVERABILITY.
26.1 If any section or subsection of the AGREEMENT is found by competent
authority to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such section or
subsection in every other respect and the remainder of the AGREEMENT shall
continue in effect.
Section 27.0 AMENDMENTS TO THE AGREEMENT.
27.1 The AGREEMENT may be modified only by a written amendment duly signed by
persons authorized to sign AGREEMENTS on behalf of DTS and INFOCUS and
shall not be supplemented or modified by any course of dealing or trade
usage. Variance from or additions to the terms and conditions of the
AGREEMENT in any purchase order, acknowledgement or other written
notification from either party will be of no effect.
Section 28.0 SURVIVAL OF TERMS.
28.1 The rights and obligations of SECTIONS 11.0 WARRANTY AND SERVICE, 12.2 END
OF LIFE SUPPORT, 13.0 PRODUCT USER AND SERVICE GUIDES, 14.0 CONFIDENTIAL
INFORMATION, 15.0 PATENTS AND COPYRIGHTS, 19.0 PRODUCT LIABILITY, ___20.0
LIMITATION OF REMEDIES, 21.0 TRADEMARKS, AND 25.0 ARBITRATION and LAW,
SECTION 28.0 SURVIVAL OF TERMS, SECTION 30.1 EFFECT OF TITLE AND HEADINGS,
and SECTION 31.0 COMPLETE AGREEMENT shall survive and continue after
cancellation, termination or expiration of the AGREEMENT and shall bind the
parties and their legal representatives, successors, heirs, and assigns.
28.2 In addition, all obligations and duties that by their nature extend beyond
the expiration or termination of the AGREEMENT shall survive and remain in
effect beyond any expiration or termination.
Section 29.0 WAIVER.
29.1 The waiver by either party of any instance of the other party's
noncompliance with any obligation or responsibility herein shall not be
deemed a waiver of subsequent instances and either party's remedies for
such noncompliance as described herein.
Section 30.0 EFFECT OF TITLE AND HEADINGS.
30.1 The title of the AGREEMENT and the headings of its sections are included
for convenience, and shall not affect its meaning.
Section 31.0 COMPLETE AGREEMENT.
31.1 THE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL PRIOR
AGREEMENTS, ORAL OR WRITTEN, AND ALL
DTS-InFocus Agreement
October 2001
Page 13
OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
HEREOF.
Section 32.0 EXCLUSIVITY.
32.1 Subject to Section 12.1, or as otherwise set forth in this Agreement,
during the term of this Agreement, each party shall not work with any third
party to develop, sell, or buy a projector system for cinema subtitling
captioning system that is similar to the Xxxxxx PRODUCT.
Section 33.0 ASSIGNMENT.
33.1 Neither this Agreement nor any rights granted hereunder may be sold,
leased, assigned, or otherwise transferred, in whole or in part, by either
party, and any such attempted assignment shall be void and of no effect
without the advance written consent of the other party, such consent not to
be unreasonably withheld or delayed. However, either party may transfer
its rights, duties and privileges under this AGREEMENT in connection with a
merger or consolidation with another company or the sale of its entire
business to another person or firm, provided that such person or firm,
shall first have agreed with the other party to perform the transferring
party's obligations and duties hereunder.
Agreed to:
Digital Theater Systems, Inc. (DTS): InFocus Corporation (INFOCUS):
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxx Xxx
------------------------------- ---------------------------
-----------------------------------
Name: Xxx Xxxxxxxx Name: XXXXX XXX
Title: President & Chief Executive Title: VP & GM, Business
Officer Development
Date: /s/ March 13, 2002 Date Feb. 15, 2002
----------------------------- ----------------------
-----------------------------------
DTS-InFocus Agreement
October 2001
Page 14
ATTACHMENT-1. PRODUCT Specifications and Incoming Test Criteria
InFocus(R) RESEARCH & DEVELOPMENT
XXXXXX
(DTS BELUGA)
Customer
Specification
Revision History
Revision PCR # Date Initiator/Doc Control Pages Description
00 Xxxxx Xxxxx Initial Release
01 5/11/01 Xxxxx Xxxxx All
02 8/27/01 Xxxxx Xxxxx All Major Update
03 9/21/01 Xxxx Xxxxxxx All Major Update
04 9/26/01 Xxxx Xxxxxxx 4,6,10 Minor modifications
05 2/14/02 Xxxx Xxxxxxx 4,5,7 Updated long throw lens information
DTS-InFocus Agreement
October 2001
Page 15
Organization and Scope of Specification
This specification applies to the Xxxxxx product as installed and used in
the following configuration:
o Base projector with display resolution of 1024 x 768 masked to displayed
image of 1000 x 720
o Mounting hardware to invert projector for downward projection angle
o Serial part controlled shutter over output of projection lens.
o Connection to DTS subtitle display system via analog XGA graphics cable and
RS232 control.
Product functionality, control, connection, and use will be specified
assuming the above configuration. Notes in the specifications indicate that
specific parameters refer to either:
o Base projector only, or
o System (including mounting hardware and shutter).
Product Description
The Xxxxxx product is a self-contained, DLP(R) based graphics projector
optimized for use in the exhibition theater environment. The product is based
on the Beluga XGA projector platform with modifications to provide an image
optimized for overlaid projection of textual subtitles on to projected film
based movies. These modifications include:
o Monochromatic text display with 8 levels of gay scaling for font smoothing.
This is accomplished by removing the color wheel from the Beluga platform.
o The 1024 x 768 display is masked to produce an on screen image of 1000 x
720 pixels.
o Increased brightness to an average 3000 lumens (over the full image area)
with Beluga uniformity.
o Enhanced thermal management to accommodate the increased light density
through the optics.
o Removal of digital graphics and video signal paths. Removal of remote and
on board keypad control functions.
As a fixed subtitle projection device, this projector is optimized for
display brightness and contrast at the expense of acoustical noise and cosmetic
considerations. Source compatibility is limited to the DTS subtitle processing
system which produces analog XGA text output, as well as providing RS232
projector control functions. Display formatting and scaling will be implemented
as follows:
DTS-InFocus Agreement
October 2001
Page 16
o Graphics consist of 8 bit xxxx scale analog signal on the RGB
channels, overlaid on to full blue background to facilitate image
framing. Text will appear in center 1/3 of XGA frame.
o No image scaling is required. The 3 MSB's of digitized green data will
be the input to the DLP display formatting subsystem, and will be
output from color lookups truncating the 5 LSB's of digitized data.
o The image will be processed in ceiling mount" mode due to the inverted
mounting scheme with attendant downward projection angle.
Physical Appearance.
[Diamond] Industrial Design Approach: Base projector.
To compress development time, Xxxxxx will leverage off of the Beluga industrial
design for the base projector. External hardware to mount the projector to a
wall in an inverted position will be fastened outboard of the projector case
with appropriate mechanical mounts for the external image shutter.
Additionally, a mask occluding the upper and lower thirds, or left and right
thirds, of the projector output will be mounted in front of the projection lens.
[PICTURE]
Operation, Connection, and Function
[Diamond] Base projector operation.
The projector provides a user interface via a RS232 serial interface. Beluga
keypad and remote control interfaces are disabled. The I/O connectors will be
as follows:
[DIAGRAM] [DIAGRAM] [DIAGRAM]
XGA Input RS232 Control Input USB for SW
(15 pin HD15 Female) (9 pin DB9 Male) Upgrades
Additional operational features:
o Standard zoom lens
o Long throw zoom lens (optional)
o Lens compatibility with standard photographic filters
Operating Environment and Conditions
This product will be used in exhibitor projection booth environments. It must
withstand warm ambient environment and comply with all necessary regulatory
requirements for commercial use.
DTS-InFocus Agreement
October 2001
Page 17
Accessories and Options
Table 0-1: Optional Accessories
ITEM DESCRIPTION PHYSICAL CHARACTERISTICS
---- ----------- ------------------------
2.4.1 Long throw zoom lens Full-field projection
References, Related Specifications
The following functional and component specifications are applicable and
supplemental to the engineering specification
- IFS Environmental Specifications (008-0031-XX)
- TI Image quality Specification.
Specifications: Physical Elements
Physical dimensions - size, weight, volume, add-ons, etc.
Table 0-1: Physical Dimensions
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
4.1.1 Product height Nominal is mean height, max 90 mm
includes bump, Base projector
only
4.1.2 Product width Base projector only 250 mm
4.1.3 Product length Base projector only 280 mm
4.1.4 Product weight - bare Base projector only <3.4 Kg
4.1.5 Product weight - full System <6.5 Kg
4.1.6 Product volume - bare Base projector only 377 in(3)
4.1.7 Product volume - full System <990 in(3)
Physical environmental impact - visual, thermal, acoustical, stray light
emissions
Table 0-2: Physical Environmental Impact
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
4.2.1 Overall noise At 22 degrees C, 0 feet altitude 45 48 dB
- in system
4.2.2 Pure tones 0
4.2.3 Case touch temperature - Nominal is mean across 81 90 degrees C
front surface, max is hottest spot,
Base projector only. Ambient
20 degrees C
Operating orientation - mounting, adjustments, accessibility, loads
Table 0-3: Operating Orientation
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
4.3.1 Inverted position - roll Limit of operating -15 0 15 degrees
limit orientation to maintain
thermal and
DTS-InFocus Agreement
October 2001
Page 18
Table 0-3: Operating Orientation
illumination stability
4.3.2 Inverted position - pitch Limit of operating -90 0 90 (0)
limit orientation to maintain
thermal and illumination
stability
4.3.3 Roll adjust range - Mounted System -3 0 3 (0)
4.3.4 Roll adjust increment System Continuous (0)
4.3.5 Pitch adjust range System -15 0 +15 (0)
4.3.6 Pitch adjust increment System Continuous (0)
Specifications: Image Elements
Primary image characteristics
Table 0-1: Primary Image Characteristics
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
5.1.1 Resolution - Vertical - - 720 Pixels
5.1.2 Resolution - Horizontal - 1024 Pixels
5.1.3 Brightness Measure 3 horizontally centered 3000 - - Lumens
ANSI points and average I:
Brightness=(I)*(12/25)*(d*Rp)(2)
where:
I=luminous intensity (lux)
d=distance lens to screen (m)
Rp=projection ratio
5.1.4 Brightness Uniformity (+) Measure 3 horizontally centered - +30 +50 %
ANSI points and average I:
U[PLUS] = (I[BRIGHTEST] - I) / I
where:
I=average luminous intensity
(lux)
I[BRIGHTEST]=max luminous
intensity point (lux)
5.1.5 Brightness Uniformity Measure 3 horizontally centered -50 -45 - %
(-) ANSI points and average I:
U[MINUS]=(I[DIMMEST] - I)/I where:
I=average luminous intensity
(lux)
I[DIMMEST] =min luminous
intensity point (lux)
5.1.6 Contrast - Sequential Measure 3 horizontally centered 300:1 400:1 - -
ANSI points and average I with
first a white image, followed
by black:
C.R.=I[WHITE]/I[BLACK] where:
I[WHITE]=average luminous
intensity of white image (lux)
I[BLACK]=average luminous
intensity of black image (lux)
5.1.7 Focus Range, Short Throw Front of projection lens to 5 21 m
screen
5.1.8 Focus Range, Long Throw Front of projection lens to 4 40 m
DTS-InFocus Agreement
October 2001
Page 19
Table 0-1: Primary Image Characteristics
screen (likely to be a
projected field limit)
5.1.9 Projection Ratio - Wide = (Throw distance/Horiz screen) 1.67
5.1.10 Projection Ratio - Tele = (Throw distance/Horiz screen) 2.05
5.1.11 Zoom Ratio 1.2:1 -
5.1.12 Projection Offset =Image height below axis/image 113.7 %
height
5.1.13 Distortion - Keystone - 6 8 Pixels
Wide
5.1.14 Distortion - Keystone - 2 8 Pixels
Tele
5.1.15 Distortion - Barrel - - 2 Pixels
Wide
5.1.16 Distortion - Barrel - 2 2 Pixels
Tele
5.1.17 Distortion - Pincushion 1 4 Pixels
- Wide
5.1.18 Distortion - Pincushion - 4 Pixels
- Tele
5.1.19 White Point Correlated Color temperature 6500 7200 7500 degrees K
w/out SW adjustments
5.1.20 Color Uniformity- White ANSI, Digital 0.01 - 0.01 (delta)x,y
5.1.21 Displayed grayscale depth 4 bits
5.1.22 Display refresh rate 58 60 62 Hz
5.1.23 Projection ratio - Wide = (Throw distance/Horiz screen) 3.57
(long throw lens)
5.1.24 Projection ratio - Tele = (Throw distance/Horiz screen) 5.0
(long throw lens)
5.1.25 Zoom Ratio (long throw 1.4:1
lens)
Image artifacts and quality elements
Table 0-2: Image Artifacts and Quality Elements
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
5.2.4 Thermal distortions in 0
image
5.2.5 Lamp Flicker With single line text image 5 %
5.2.6 Pixel defects - stuck Per DMD image quality spec 0
bright
Specifications: Functional Elements
Input connector definitions
Table 0-1: Input Connectors
NO. PARAMETER PIN NO. I/O SIGNAL PIN NO. I/O SIGNAL
--- --------- ------- --- ------ ------- --- ------
6.1.1 Projector VESA input 1 I Red Analog Input 9 I +5V Supply
DTS-InFocus Agreement
October 2001
Page 20
Table 0-1: Input Connectors
2 I Green Analog Input 10 Sync Return
3 I Blue Analog Input 11 O Monitor ID Bit 0
4 O Monitor ID Bit 2 12 O DDC-SDA
5 Ground 13 I Hsync
6 Red Return 14 I Vsync
7 Green Return 15 I/O DDC-SCL
8 Blue Return Shell Ground
6.1.2 Projector RS232 Input 1 N/C 6 N/C
2 I Rx 7 N/C
3 O Tx 8 N/C
4 N/C 9 N/C
5 Gnd Shell Gnd
Input Signal Specifications
Table 0-2: Input Signal Specifications
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
6.2.1 RGB Analog Inputs - R,G,B Into internal termination of 0.5 0.76 1.0 X[x-x]
xxxxx 00(Xxxxx)
6.2.2 RGB Analog Inputs - Sync Into internal termination of 0.24 V[p-p]
on video level 75(Omega)
6.2.3 H, V Sync low level Separate syncs 0 0.8 V
6.2.4 H, V Sync high level Separate syncs 2.1 5.0
6.2.5 RGB Analog Inputs, full 65 140 MHz
sampling - Pixel clock
range
6.2.6 RGB Inputs - Vsync range Blanking >% 50 85 Hz
6.2.7 RGB Inputs - Input active 768 768 Lines
line count -
non-interlaced
6.2.8 RGB Inputs - Input active 1024 1024 Pixels
column count
6.2.9 RS232 Input - Tx, Rx -12 12 V
6.2.10 RS232 Input Baud Rate 19200 19200 19200 Baud
Compatibility and User Control
Table 0-3: Compatibility and User Control
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
6.3.1 New analog RGB source - 7 10 S
time to stable display
Data, control, and communication definitions
Table 0-4: Control and Communications
NO. PARAMETER CONDITIONS MIN NOMINAL/ MAX UNIT
COMMAND
--- --------- ---------- --- -------- --- ----
6.4.1 Power up - time to lamp strike 8 S
6.4.2 Power up - time to full Cold strike on lamp - time 90 S
DTS-InFocus Agreement
October 2001
Page 21
Table 0-4: Control and Communications
brightness to 90% of full output
6.4.3 Power up - time to stable 15 S
display
6.4.4 RS232 Power 0 PWR 1
6.4.5 RS232 Standby Enable 0 STB 1
6.4.6 RS232 Brightness 0 BRT 255
6.4.7 RS232 Contrast 64 CON 192
6.4.8 RS232 Auto Color Gain 0 ACG 1
6.4.9 RS232 Blue Color Gain 1 BCG 63
6.4.10 RS232 Green Color Gain 1 GCG 63
6.4.11 RS232 Red Color Gain 1 RCG 63
6.4.12 RS232 Gamma Table 0 GTB 2
6.4.13 RS232 Digital Keystone 2 DKC 254
Correction
6.4.14 RS232 Reset All 0 RST 1
6.4.15 RS232 Auto Image 0 AIM 1
6.4.16 RS232 Resize 0 ARZ 3
6.4.17 RS232 Low Power Enable 0 LPE 1
6.4.18 RS232 Manual Sync Setting 0 MSS 31
6.4.19 RS232 Manual Tracking Setting 1294 MTS 1394
6.4.20 RS232 Horizontal Position 107 HPS 375
Setting
6.4.21 RS232 Vertical Position 0 VPS 28
Setting
6.4.22 RS232 Image Locked and 0 ILK 1
Displayable
6.4.23 RS232 Language 0 LAN 7
6.4.24 RS232 Menu Navigation Key 0 NAV 4
6.4.25 RS232 Standby Time 0 SBT 6
6.4.26 RS232 Internal Shutter Control 0 SHT 1
6.4.27 RS232 Menu Select Key 0 MNU 1
6.4.28 RS232 UI Message Enable 0 DMG 1
6.4.29 RS232 Ceiling Project 0 CEL 1
6.4.30 RS232 Rear Project 0 REA 1
6.4.31 RS232 Time (in hours) last Read only 0 LB1 32767
Bulb 1 lasted
6.4.32 RS232 Time (in hours) last Read only 0 LB2 32767
Bulb 2 lasted
6.4.33 RS232 Time (in hours) last Read only 0 LB3 32767
Bulb 3 lasted
6.4.34 RS232 Lamp Lit Read only 0 LML 1
6.4.35 RS232 Lamp Hours Read only 0 LMP 32767
6.4.36 RS232 Number of Lamp Resets Read only 0 LMR 32767
6.4.37 RS232 Lamp Total On Time (All Read only 0 LMT 214748
Bulbs) 3647
6.4.38 RS232 Unit Total Time On Read only 0 ONL 214748
36647
DTS-InFocus Agreement
October 2001
Page 22
Specifications: Environmental Elements
Operating Conditions, Quality, and Reliability
Table 0-1: Operating Conditions and Reliabilty
NO. PARAMETER CONDITIONS MIN NOMINAL MAX UNIT
--- --------- ---------- --- ------- --- ----
7.1.1 Low line voltage range 85 100/120 135 V
7.1.2 High line voltage range 200 220/240 270 V
7.1.3 Line frequency Low line = 60 / High line = 50 47 60/50 63 Hz
7.1.4 Input cooling airflow Spec is blower free delivery 3.5 CFM
rating. Blower output must be
directed at DMD heatsink
intake vent. Blower output
must be no less than 10mm, nor
more than 30mm, from intake
vent.
7.1.5 Operating ambient At 0 ft. elevation 0 40 (0)C
temperature range
7.1.6 Operating ambient At 30(0)C 0 10,000 ft
elevation range
7.1.7 Storage temperature range -20 +70 (0)C
7.1.8 Operating humidity range Non-condensing 10/10 95/70 %/(0)C
7.1.9 Storage elevation range 2000 ft/min max rate of climb 0 20 kft
7.1.10 Lamp: Combined Life Data a) Survival > __% @1000 hrs 99,50 %,%
with __% original lumens.
b) survival > __% @2000 hrs 50,50 %,%
with ___ % original lumens.
7.1.11 Lamp: Burst Failures (in <___% at <1000 hours. 5 %
field) <___% at <2000 hours 40 %
7.1.12 Lamp: End of Life, ANSI Point when lamps luminous flux 1500 hrs
has decreased to 50% of its
original value
7.1.13 Lamp output maintenance @1500 hours 70 %
Regulatory - Safety, Emissions, and Susceptibility
Table 0-2: Regulatory Specifications
NO. PARAMETER AGENCY SPECIFICATION AND CALLOUT
--- --------- --------------------------------
72.1 Safety - Base projector only. UL950 (USA)
External EMA certification is CSA 22.2 NO.950-95 3rd edition (USA)
the responsibility of the c-UL (Canada)
customer TUV (Europe): EN60950: 1992+A1+A2; 1993+A3; 1995 +A4; 1997
(includes proof of low voltage directive) (EC)
NOM (Mexico): NOM-001-SCFI-1993
7.2.2 Radiated and Conducted Emissions FCC part 15, subpart B, (USA) Class A limits
EN 55022 (1998) (EU)
ICES-003 (Canada)
C-Tick Xxxx (Australia)
GOST (Russia)
CCIB (China)
DTS-InFocus Agreement
October 2001
Page 23
Table 0-2: Regulatory Specifications
7.2.3 Harmonic Current Emissions EN 00000-0-0
7.2.4 Voltage Flicker EN 00000-0-0
7.2.5 Power Factor Correction Ref. IEC 1000-3-2
7.2.6 Required regulatory marks - FCC - Class A
Base projector only. External CE
EMA certification is the ICES-003
responsibility of the customer C-Tick
NOM
TUV GS
UL & CUL
CSA
XX
XXXX
GOST
CCIB
DTS-InFocus Agreement
October 2001
Page 24
ATTACHMENT-2 SCHEDULE and CUSTOMIZATION EXPENSES
SCHEDULE for Xxxxxx PRODUCT:
- Xxxxxx Prototype units shipped to DTS *** June, 2001.
- Sign-off on product specification as execution of this Agreement.
- A1 Engineering build units shipped to DTS *** July 25, 2001 target
(assumes no required design changes). These are not "sellable"
units.
CUSTOMIZATION EXPENSES for Xxxxxx PRODUCT:
To be paid by DTS to INFOCUS:
- Initial payment of *** to cover past hard development costs has been
paid by DTS.
- Pre-production unit pricing = ***
- Estimated Tooling Expense Breakdown:
- Long Throw Lens ***
- I/O Panel/Shield ***
- Tooling Total ***
Note: These are estimated expenses. DTS will only be charged for those
tooling expenses actually incurred by InFocus.
The total Non-Recoverable Engineering (NRE) costs solely related to the
modification of the PRODUCT for DTS is *** . It is understood that INFOCUS has
the right to sell products incorporating such modifications into markets that
are non-competitive with DTS without payment to DTS. INFOCUS shall have the
right to sell products incorporating the modifications to any party in the event
that DTS is relieved of the minimum purchase requirements hereunder, or at
termination of this Agreement. The parties shall always employ good faith and
fair dealing in matters governed by this Agreement.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
DTS-InFocus Agreement
October 2001
Page 25
ATTACHMENT-3 PRODUCT PRICE
Unit Pricing:
The pricing plan is volume based with a minimum commitment from DTS of ***
PRODUCT units over the first two years of this Agreement. However,
notwithstanding the foregoing *** unit minimum, in the event that DTS fails to
purchase at least *** PRODUCT units in such two year period, then DTS shall pay
to INFOCUS US *** in order to help offset INFOCUS development expenses for the
PRODUCT.
Cumulative Standard Pricing/unit:
*** ***
*** ***
*** ***
Replacement Lamps: ***
Pricing Assumptions:
- Shutter, mounting hardware, cables and external fan shall be sourced
by DTS
- Standard warranty as set forth in Section 11.1 of the Agreement
Cumulative Long-Throw Pricing/unit:
Initial shipment expected Feb/Mar 2002 shall be priced at *** per unit.
Following this initial shipment, per unit pricing will commence as follows:
*** ***
*** ***
*** ***
Standard and Long-Throw PRODUCT volumes shall be cumulative with regards to
minimum commitment volumes.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
DTS-InFocus Agreement
October 2001
Page 26
ATTACHMENT-4 DTS CUSTOM COMPONENTS
LEAD
TIME LEAD
PIN # (NORM) TIME (MAX) PART DESCRIPTION COST
----- ------ ---------- ---------------- ----
000-0000-00 30 120 SHIP BOX, XXXXXX ***
000-0000-00 45 120 Cert Label ***
000-0000-00 45 120 Logo Label, Top ***
000-0000-00 45 120 Speaker cover label ***
000-0000-00 45 90 S/A, Upper Enclosure ***
000-0000-00 45 90 S/A, Lower Enclosure ***
000-0000-00 90 90 Core Optic Assembly, Short Throw ***
000-0000-00 45 120 DMD Kit ***
000-0000-00 30 90 Engines, Short Throw ***
000-0000-00 45 90 Controller Board ***
000-0000-00 45 90 ECA, DTS POWER SUPPLY ***
000-0000-00 45 120 I/O Shield ***
000-0000-00 45 90 I/O Panel ***
000-0000-00 45 120 S/A, Module, Lamp ***
000-0000-00 30 60 S/A, BLOWER, 30MM, DTS ***
000-0000-00 30 60 S/A, BLOWER, 50MM, DTS ***
000-0000-00 45 90 BRACKET, 30MM BLOWER ***
000-0000-00 30 120 SHIP BOX, DTS LONG THROW ***
000-0000-00 90 120 CORE OPTICS, DTS LONG THROW ***
000-0000-00 30 90 Engines, Long Throw ***
000-0000-00 45 120 LABEL, CERT., DTS LONG THROW ***
000-0000-00 00 00 X/X, XXXXX XXXX, XXXXX, XXX-XX ***
000-0000-00 00 00 X/X, XXXX XXXX, XXXXX, XXX-XX ***
000-0000-00 00 00 X/X, XXXXX, XXXXX, XXX-XX ***
These prices are effective as of Agreement signature date and are subject to
change.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
InFocus - DTS Sales Agreement 27
October 2001 CONFIDENTIAL
ATTACHMENT-5 SERVICE
- First Call (technical phone support) is DTS Service Providers'
responsibility
- Second Call (replacement of "Field Replaceable Units") is DTS
Service Providers' responsibility
- Sustaining technical support and factory repair RMA processing will
be supported by InFocus Geographical Factory Repair Centers.
- InFocus will host in Wilsonville (
Oregon), Hilversum (the
Netherlands), and Singapore (free of charge) initial training
sessions for the DTS and its service providers and annual retraining
sessions. Additional "train the trainer" training sessions will be
delivered (for reimbursed travel and expenses) at mutually agreed
upon locations and dates.
DTS DTS-CSP FRU PARTS PRICE LIST
PART NUMBER DESCRIPTION FSC PRICE (USD) US LIST PRICE (USD) RETURN CREDIT PRICE
----------- ----------- --------------- ------------------- -------------------
000-0000-00 LABEL, CERT, DTS *** ***
000-0000-00 LABEL, TOP, DTS *** ***
000-0000-00 LABEL, SPEAKER COVER *** ***
000-0000-00 Connector, Heat Sink Clip *** ***
000-0000-00 Cable PS *** ***
000-0000-00 Cable PS-interlock *** ***
000-0000-00 Spring, Lever (elevator) *** ***
000-0000-00 PSA, 30MM BLOWER *** ***
000-0000-00 PS, Insulator *** ***
000-0000-00 Gasket, Blower Bracket *** ***
000-0000-00 Gap pad 1 PS to diode *** ***
000-0000-00 Gap pad 2 PS to diode *** ***
000-0000-00 SHIELD, FAN, THERMAL *** ***
000-0000-00 SHIELD, BLOWER *** ***
000-0000-00 Chasis, system *** ***
000-0000-00 Ground clip heat sink *** ***
000-0000-00 SHIELD, I/O, DTS *** ***
000-0000-00 Diode, heat sink bracket *** ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
InFocus - DTS Sales Agreement 28
October 2001 CONFIDENTIAL
000-0000-00 Lever, Elevator *** ***
000-0000-00 SPACER, MOUNT, ENGINE *** ***
000-0000-00 I/O panel cover, plastic (rear bezel) *** ***
000-0000-00 Shaft, elevator *** ***
000-0000-00 S/A, FOCUS RING, BLACK *** ***
000-0000-00 S/A, ZOOM RINK, BLACK *** ***
000-0000-00 S/A, PANEL, I/O, DTS *** ***
000-0000-00 S/A, ENCLOSURE, UPPER, DTS *** ***
000-0000-00 S/A, ENCL., LWR, DTS *** ***
000-0000-00 S/A, BEZEL, FRONT, DTS *** ***
000-0000-00 S/A, VENT, BEZEL, DTS *** ***
000-0000-00 S/A, ENCLOSURE, LAMP *** ***
000-0000-00 ECA, Power Supply *** *** ***
000-0000-00 ECA, CONTROLLER CARD, XXXXXX *** *** ***
000-0000-00 S/A, BLOWER *** ***
000-0000-00 S/A, Fan, 60x10 *** ***
000-0000-00 S/A, Cable, Thermal Switch *** ***
000-0000-00 S/A, Fan, 40x10 *** ***
000-0000-00 S/A, KEYPAD, BLACK W/LT, GREY PP *** ***
000-0000-00 S/A, BLOWER, 30MM, DTS *** ***
000-0000-00 ENGINE, OPTICAL, DTS *** *** ***
000-0000-00 Fuse XXX, 000-0/0, ALFB 7.0 *** ***
000-0000-00 Fastener Kit *** ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
InFocus - DTS Sales Agreement 29
October 2001 CONFIDENTIAL
DTS DTS-CSP URP PARTS PRICE LIST
US LIST PRICE RETURN CREDIT
PART NUMBER DESCRIPTION FSC PRICE (USD) (USD) PRICE
----------- ----------- --------------- ------------- -------------
000-0000-00 SAFETY CARD, DTS *** ***
000-0000-00 Bag, Poly *** ***
000-0000-00 PKG, FOAM, BELUGA *** ***
000-0000-00 SHIP BOX, DTS *** ***
000-0000-00 S/A, CAP, LENS *** ***
000-0000-00 S/A, DOOR, LAMP, DTS *** ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
InFocus - DTS Sales Agreement 30
October 2001 CONFIDENTIAL
