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EXHIBIT 10.56
MANUFACTURING SERVICES AGREEMENT,
DATED JUNE 15, 1995, BY AND BETWEEN THE COMPANY
AND XXXXXX XXXXXXXXXXX
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Exhibit 10.56
MANUFACTURING SERVICES AGREEMENT
BY AND BETWEEN
ECCS INCORPORATED
AND
XXXXXX XXXXXXXXXXX
JUNE 15, 1995
/s/ Xxxxxx Xxxxxxxxx 6/15/95 /s/ Xx Xxxxx 6/27/95
---------------------------------- -----------------------------------
Xxxxxx Xxxxxxxxx Xx Xxxxx
Director of Operations General Manager
ECCS Inc. Winnipeg Plant
Tinton Falls, NJ Unisys Canada Inc.
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MANUFACTURING SERVICES AGREEMENT
PURPOSE
This MSA and the Exhibits attached set forth the basic terms and conditions
under which Unisys will manufacture ECCS' products.
TERM OF AGREEMENT
This MSA shall be in effect from the date of execution by both parties for a
term of one (1) year. This will automatically renew for consecutive one (1) year
terms subject to the same terms and conditions as herein specified and
renegotiated pricing and/or deliverables. Either party can cancel this MSA with
written notice. If Unisys cancels this MSA, Unisys will continue accepting
orders for a period of six (6) months to enable ECCS to transition to another
manufacturer. If ECCS cancels this MSA, ECCS is liable for the inventory
procured to fill firm orders.
PROPRIETARY INFORMATION
All transactions between ECCS and the manufacturer is bound by the
non-disclosure signed dated March 21, 1995 and the Mutual Proprietary
Information Agreement signed dated May 24, 1994 and amended June 14, 1995.
FORECASTS
ECCS will provide Unisys with a rolling written six (6) month forecast of its
planned purchase.
ORDERS FOR PRODUCT
Unisys will supply Product to ECCS only in response to written Purchase Orders
(original or facsimile) which may be issued by ECCS from time to time during the
term of this MSA. ECCS will place each Purchase Order for Product with Unisys at
least ninety (90) calendar days prior to the date of delivery required by such
Purchase Order. Orders within thirty (30) calendar days are firm commitments and
are not subject to cancellation.
ECCS may cancel any order for Products issued hereunder, by giving written
notice to Unisys prior to the scheduled ship date, subject only to payment of a
negotiable cancellation fee, which shall be limited to a percentage of the
product price as follows:
NOTICE OF CANCELLATION
DAYS PRIOR TO CANCELLATION FEE
SCHEDULED SHIP DATE (MAXIMUN)
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90 or more 0%
60 - 89 10%
30 - 59 20%
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ECCS will provide Unisys with the final configuration and the ship-to address at
least fourteen (14) calendar days prior to the date of delivery.
In addition to the said product, Unisys will supply additional Seagate Barracuda
drives (2.1 GB and 4.2 GB) to ECCS at the price set forth in Exhibit A. Unisys
will supply additional Seagate drives as well as other storage devices for a
price to be negotiated later.
The Synchronix order for Unisys Mission Viejo will not include drives at this
time.
PRODUCT DEFINITION
The Synchronix product is a 10/20/30 drive storage subsystem as defined by the
Bills of material in Exhibit B. This is for a complete turnkey manufacturing
solution, including: parts procurement, build, test, quality management
reporting, packaging and shipping the finished product per the purchase orders
provided by ECCS.
ECCS will provide Unisys with the finalized drawing package with the latest
revisions by May 15, 1995.
NOTICE OF DELAY
Unisys agrees to notify ECCS promptly of any factor, occurrence, or event coming
to its attention that may affect Unisys's ability to meet the required dates as
stated in the purchase order. Unisys will exert their best effort to achieve
such schedule date, not limited to absorbing cost of overtime labor to maintain
the scheduled delivery dates.
Unisys will exert their best effort to achieve such schedule date, not limited
to absorbing cost of overtime labor to maintain the scheduled delivery dates.
PRICING
The purchase price is set forth in Exhibit A of this MSA. All monies are in US
Dollars. At the end of each calendar Quarter ECCS and Unisys will re-price the
Bills of Material to take advantage of price reductions. Price reductions from
disk drives will be shared at 70% to ECCS and 30% to Unisys. All other price
reductions will be shared equally between the two companies.
Unisys agrees that the charges established under this agreement shall not exceed
those offered or imposed with respect to similar services provided to other
Unisys customers.
The pricing is based on 500 controllers in the next twelve (12) month period.
PAYMENT TERMS
Payment terms are Net forty seven (47) days after receipt of Product or service
and related invoice. All payments, quotations and invoices are in US dollars.
The products purchased under this MSA will be resold as such or incorporated
into systems sold by ECCS. Therefore, taxes should not be included upon the sale
of this product to ECCS.
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DELIVERY AND ACCEPTANCE
Delivery to ECCS is deemed to have occurred after receipt of the product at ECCS
plant or the location specified in the ship to address with the order. Terms are
FOB shipping point (Winnipeg). Unisys bears the risk of all international duties
and taxes.
QUALITY ASSURANCE
ECCS reserves the right to perform quality audits at the Unisys facility (see
Exhibit F). The first article Production Approval Unit (PAU) will be tested at
the Tinton Falls facility within fifteen (15) days of delivery. If all tests
pass, ECCS will give the go-ahead to continue with the rest of the terms
outlined in this MSA.
Unisys will manufacture all products to the Unisys company procedures and
Quality Manual. See Exhibit E.
Unisys will provide failure analysis and quality charts to ECCS via a direct
on-line system.
PROJECT MANAGER
ECCS and Unisys will notify with the name and telephone number of its Project
Manager. The Project Manager shall be the point of contact for all coordination
between the parties.
Unisys will also provide free of charge office space, desk and telephone for an
ECCS employee for the duration of the MSA.
RESCHEDULING
ECCS may reschedule any shipment date with fourteen (14) calendar days advanced
written notice to Unisys. Delays shall not exceed thirty (30) calendar days from
the original ship date specified in the Purchase order unless agreed to by
Unisys.
TOOLING (TBD)
Tooling as identified in Exhibit C shall:
Become and remain the property of ECCS.
Be utilized by Unisys only for benefits of ECCS.
Be used, maintained and repaired by Unisys in accordance with the terms and
conditions of this MSA.
NOTE: Unisys will provide a list of Tooling to be attached in Exhibit C.
ENGINEERING CHANGE NOTICE
An Engineering Change Notice (ECN) shall mean any mechanical, electrical or
process change that would affect the design, performance, cost, reliability,
serviceability, compatibility,
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appearance, dimensions, tolerances, materials or composition of the product.
ECCS and Unisys may from time to time propose to one another ECNs.
Each party shall provide the other with written notification and a detailed
written description for each requested ECN. If any additional charges to ECCS is
required by such ECN, Unisys shall provide ECCS with a written quotation for
such additional charges.
Unisys will not change, modify the product without the written consent from
ECCS.
INITIAL INVENTORY
At the start of the contract, ECCS will consign to Unisys any long lead items
purchased by ECCS for this product. After the initial inventory is depleted,
Unisys will procure all material and provide a full turnkey solution.
OBSOLETE PARTS INVENTORY
Obsolete parts inventory caused by ECCS initiated ECNs will be paid for by ECCS.
Unisys will attempt to return for credit or otherwise use any non-unique parts
which become obsolete due to ECCS initiated ECNs.
WARRANTY
Unisys warrants that each product will be free from defects in workmanship for
thirty six (36) months after the date of receipt. Disk drives and other procured
parts will carry the original manufacturers warranties. Unisys further warrants
that the product will be manufactured in accordance with ISO 9001 standards.
PACKING AND SHIPPING
All products will be packed in accordance with Unisys' packing specifications
used in all other products packed and shipped from the Winnipeg plant. OEM
customers will have OEM logos while non-OEM customers will have ECCS logos.
Pakaging price for the rack mount units are not included in the prices in
Exhibit A. This price will not exceed $71.
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