CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT
10.2
CONFIDENTIAL
TREATMENT REQUESTED
[*]
Denotes information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
AMENDMENT
TWO
TO
VALUE ADDED RESELLER PROGRAM AGREEMENT NUMBER AHA47
BY
AND BETWEEN AGILENT TECHNOLOGIES, INC. AND
O.I.
CORPORATION
The above
referenced Value Added Reseller’s Agreement (“Agreement”) dated June 1, 2008,
between Agilent Technologies, Inc. (“Agilent”) and O.I. Corporation (“Reseller”)
is hereby amended as follows:
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1.
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The
Agreement Term is modified to coincide with the new ordering period of
January 01, 2009 through December 31,
2009.
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2.
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Exhibit
E305 Version 9 LSCA Value Added Reseller Compensation Exhibit is hereby
deleted and replaced with the attached Exhibit E305 Version
10.
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3.
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Exhibit
E306 Version 6 Value Added Reseller Business Plan LSCA Products is hereby
added and made part of this
agreement.
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ALL
OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED VALUE ADDED RESELLER PROGRAM
AGREEMENT REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
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AGREED
TO:
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AGREED
TO:
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|||
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Representative:
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O.I.
Corporation
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Agilent:
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Agilent
Technologies, Inc.
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/s/
J. Xxxxx Xxxxxxxxx
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/s/
Xxxx Xxxxx
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|||
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Authorized
Representative Signature
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Authorized
Representative Signature
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|||
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Name:
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J.
Xxxxx Xxxxxxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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CEO/CFO
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Title:
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Contracts
Specialist
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Date:
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01/06/09
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Date:
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01/06/09
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Address:
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000
Xxxxxx Xxxx
Xxxxxxx
Xxxxxxx, XX 00000
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Address:
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0000
Xxxxxxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
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AHA47
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LSCA
VALUE ADDED RESELLER COMPENSATION EXHIBIT
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Exhibit
E305
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DISCOUNT
SUMMARY TABLE
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COLUMN I
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COLUMN II
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COLUMN III
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COLUMN IV
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|||||
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Volume Discount (Section
1)
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[*]
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[*]
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[*]
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[*]
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||||
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Volume Performance
Discount (Section 2)
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[*]
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[*]
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[*]
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[*]
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||||
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TOTAL
DISCOUNT PERCENTAGE
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[*]
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[*]
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[*]
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[*]
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1.
VOLUME BASED DISCOUNT
Eligible
Products, including applicable standard options, will receive discounts in
accordance with the following "Discount Percentage Schedule" at the Estimated
Volume level established under this Exhibit. The discounts granted under this
Exhibit are in lieu of and not in addition to any other discounts that might be
available from Agilent with the exception of certain special promotions that may
be offered from time to time.
DISCOUNT
PERCENTAGE SCHEDULE
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WORLDWIDE
US
DOLLAR NET
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I |
II
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III
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IV
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||||||||||||||||||||
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100,000
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- | 499,999 | [ | *] | [ | *] | [ | *] | [ | *] | ||||||||||||||
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500,000
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- | 999,999 | [ | *] | [ | *] | [ | *] | [ | *] | ||||||||||||||
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1,000,000
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- | 1,999,999 | [ | *] | [ | *] | [ | *] | [ | *] | ||||||||||||||
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2,000,000
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- | 3,999,999 | [ | *] | [ | *] | [ | *] | [ | *] | ||||||||||||||
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4,000,000
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- | 6,499,999 | [ | *] | [ | *] | [ | *] | [ | *] | ||||||||||||||
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6,500,000
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- |
UP
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[ | *] | [ | *] | [ | *] | [ | *] | ||||||||||||||
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PRODUCTS
SUBJECT TO DISCOUNT
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Reseller
is appointed for the following Products as defined by the solutions in the
business plan:
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COLUMN
I
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ALL
PRODUCTS FROM PRODUCT LINES
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AA
Proprietary Supplies
58
Analytical Supplies
BC
LC Columns
JW
GC Columns
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COLUMN
II
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SELECTED
PRODUCTS FROM PRODUCT LINES
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AZ*
Gas Chromatography systems and related Products
CA*
Emerging Markets Measurement Solutions
BZ*
Gas Chromatography/Mass Spectroscopy Systems and Related
Products
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COLUMN
III
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SELECTED
PRODUCTS FROM PRODUCT LINES
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29*
Liquid Chromatography and related Products
MA Spectroscopy
89* LC
Mass Spectrometers
LI
Laboratory Informatics
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COLUMN
IV
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PRODUCTS
FROM PRODUCT LINES
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8P
Replacement Parts
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*
Discounts also include all ChemStations associated with these
Products
Notwithstanding
the foregoing, Agilent reserves the right to determine which Products are
eligible for discount.
PL29
PRODUCTS NOT ELIGIBLE FOR DISCOUNT
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G1411A
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Oracle
client license
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G4240A
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HPLC-Chip
MS Interface for use with Agilent
MS
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2.
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VOLUME
PERFORMANCE DISCOUNT
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Reseller
will receive a Volume Performance Discount of [*] percent ([*]%) on all orders
placed during the following six (6) month period for Products in Column II and
III, if Reseller’s total net purchases of Agilent Products under this Agreement
for the prior six (6) months equal or exceed one hundred percent (100%) of
volume target specified in Table 1 below.
For new
Resellers the Volume Performance Discount will commence only after the initial
six (6) months of the Agreement period. Reseller will not be eligible to receive
Volume Performance discount unless a business plan has been agreed to between
Reseller and Agilent.Should this Agreement be renewed, this section is also
applicable during the first six (6) months of the renewal period.
[*]
Denotes information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
TABLE
1
NET
SALES VOLUME TARGET*
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E305
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Page 2 /
3
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Revision
Date 01-Nov-2008
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Version
Number 10
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AHA47
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LSCA
VALUE ADDED RESELLER COMPENSATION EXHIBIT
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Exhibit
E305
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1st
Half – Agreement period
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2nd Half
– Agreement period
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Agreement
period – Annual Volume target
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[*]
USD
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[*]
USD
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[*]
USD
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*
If Reseller’s initial agreement period is less than 12 months the volume
estimate will be prorated on the basis of 12 months.
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3.
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DEMO
DISCOUNT
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Products
purchased for demonstration and development purposes receive an additional
discount of [*] percent ([*]%), subject to Section 7 in R200L.
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4.
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WARRANTY
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The
following warranty terms shall apply:
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a)
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Reseller will receive an on-site
warranty for Products beginning upon Reseller’s acceptance and ending
either ninety (90) days thereafter or on the date that Reseller ships the
Product(s) to the end-user, whichever occurs first. The end user warranty period for
Products begins ninety (90) days after Reseller’s acceptance or the date
the Product is received by the end-user, whichever occurs
first.
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b)
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Agilent
reserves the right to change the warranty. Such changes will
affect only new orders.
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c)
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Reseller
may provide more extensive warranties to end-users for certain Products
only to the extent it receives Agilent's prior approval and provided
further that Reseller indemnifies Agilent against damages, liability or
claims arising from Reseller’s breach of such warranties or associated
warranty service.
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d)
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End-users
must provide proof of purchase to be eligible for Agilent warranty
service.
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WARRANTY
TO END USERS
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a)
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Product
warranty terms are provided with the Product, on quotations, upon request
or at xxxx://xxx.xxxxxxx.xxx/xx/xxxxxxxx_xxxxx.
Each Product receives a global warranty which includes the standard
warranty for the country of
purchase.
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b)
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Agilent
warrants the Agilent hardware and consumables Products against defects in
materials and workmanship and that the Product will conform to
Specifications. Agilent warrants that Agilent owned standard Software
substantially conforms to
Specifications.
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c)
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If
Agilent receives notice of defects or non-conformance during the warranty
period, Agilent will, at its option, repair or replace the affected
Product. Reseller or end user will pay expenses for return of such
Product(s). Agilent will pay expenses for shipment of repaired or
replacement Product(s).
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d)
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THE
ABOVE WARRANTIES ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR
ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
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[*]
Denotes information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
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E305
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Page
3 / 3
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Revision
Date 01-Nov-2008
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Version
Number 10
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S1
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Exhibit
E306
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VALUE
ADDED RESELLER BUSINESS PLAN LSCA PRODUCTS
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Enter
volumes in '000
USD
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1. Volume Estimation by Product Line
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Product
Lines
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Q1
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Q2
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Q3
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Q4
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1H
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2H
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CY
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PL AZ - GC
Products
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL CA -Emerging Markets
Measurement Solutions
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL BZ - GC/MS
Products
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL 29 - LC
Products
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL MA -
Spectroscopy
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL 89 - LC Mass
Spectrometers
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL LI - Laboratory
Informatics
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PLs
AA, 58, JW and BC -
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||||||||
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Consumables
and Columns
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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PL 8P - Replacement
Parts
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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Total
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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Note: The
above Total amounts will serve as the basis for the calculation of the Volume
Performance Discount.
2. Activities Planned to
Qualify for Functional Discounts
A.
Value added solutions
Please
list all the proposed value add solutions based on Agilent Products you will
offer (add lines as appropriate). These solutions will be the only Value Added
Solutions for which discounts are available under this agreement. New solutions
introduced during the Agreement period require Agilent approval to become
eligible for the VAR discounts.
Solution
1:
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Description
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Environmental
system including the Agilent GC/MS and the OI Eclipse P&T
system.
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Agilent
Products content
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7890,
5975C, and
software
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Solution
2:
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Description
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GC
system including the Agilent GC and OI ELCD/PID
detectors
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Agilent
Products content
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7890
and GC or GC/MS
software
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Solution
3:
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Description
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Agilent
Products content
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3. Sales and Service
Coverage Release point for all regions is College Station,
TX
Please
define geographic area with abilities to provide on-site sales and service
activities on regular basis under this Agreement. The geographic areas are
subject to Agilent's prior written approval.
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Countries / region
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Number of sales personnel
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Number of service personnel
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North
America and Latin America/AFO
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[*]
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[*]
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||
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Euorpe/EMEA
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[*]
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[*]
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||
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Asia/APFO
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[*]
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[*]
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||
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Demo capabilities:
Please
provide details of demo facility, planned demo inventory and demo
specialists
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Demo
facility includes a new 7890/5975C with capillary flow technology
connected to an Eclipse P&T. There are other Agilent GC and GC/MS
products in the production and R&D
labs.
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3. Customer Database
Management
Please
indicate your willingness to share enduser profiles with Agilent for improving
effectiveness of marketing
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Yes
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No
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||
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Do
you maintain customer profile database
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x
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Are
you willing to share customer profiles with Agilent
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x
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4. Support
Plan
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The
following services will be available to customers:
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Yes
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No
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Method
development
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x
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||
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Application
assistance and troubleshooting
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x
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||
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HW
support
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x
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||
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HW
support online
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x
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||
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SW
support
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x
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||
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SW
support online
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x
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||
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Other:
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[*]
Denotes information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
|
S1
|
Exhibit
E306
|
VALUE
ADDED RESELLER BUSINESS PLAN LSCA PRODUCTS
5. Marketing
Plan
Indicate
all the activities you plan to run independently from Agilent to promote your
company and the products and marketing activities you will run for Agilent and
with Agilent.
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Customer
seminars:
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[*]
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Telemarketing
Activities planned:
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[*]
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Promotional
Activities:
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[*]
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Yes
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No
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||
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Participation
with Agilent:
|
Would
you like to participate in Agilent Sales activities?
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Which
Agilent Sales Activities do you feel are most effective:
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[*]
|
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Reseller
Signature:
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/s/
J. Xxxxx Xxxxxxxxx
|
Date:
|
6-Jan-09
|
|
|
Agilent
Signature:
|
/s/ Xxxx
Xxxxx
|
Date:
|
6-Jan-09
|
[*] Denotes information for which
confidential treatment has been requested. Confidential portions
omitted have been filed separately with the Securities and Exchange
Commission.
