STRATEGIC SUPPLIER AGREEMENT
BETWEEN
HONEYWELL INC.
AND
INTERACTIVE TECHNOLOGIES INC.
TABLE OF CONTENTS
Page
----
1. Term of Agreement; Rights of Termination .............................. 1
2. Agreement Review / Modification ....................................... 2
3. Strategic Agreement Administrators .................................... 2
4. Product Purchases ..................................................... 2
5. Exclusivity ........................................................... 3
6. DIY/PC Product ........................................................ 3
7. Unique Parts .......................................................... 4
8. Raw Material .......................................................... 4
9. Purchase Orders ....................................................... 4
10. Product Pricing ....................................................... 4
11. F.O.B., Title, Risk of Loss ........................................... 5
12. Invoicing ............................................................. 5
13. Proprietary/Confidential Information .................................. 5
14. Benchmarking .......................................................... 5
15. Product Lead-Time/Product Delivery .................................... 5
16. Product Quality ....................................................... 6
17. Continuous Improvement Effort ......................................... 6
18. Product Support ....................................................... 6
19. Waiver ................................................................ 7
20. Notices ............................................................... 7
21. Governing Law and Jurisdiction ........................................ 7
22. Indemnification ....................................................... 7
23. Patent and Copyright .................................................. 8
24. Warranties ............................................................ 8
25. Compliance with Laws .................................................. 9
26. Safety and Health ..................................................... 9
27. Force Majeure ......................................................... 9
28. Independent Contractor ................................................ 9
29. Assignment ............................................................ 9
30. Headings .............................................................. 10
31. Publicity ............................................................. 10
32. Entire Agreement ...................................................... 10
ATTACHMENTS
Attachment 1 Schedule
Attachment 2 Product Requirement Specification
Attachment 3A Purchase Order
Attachment 3B Purchase Order Terms and Conditions
Attachment 4 Price
Attachment 5 Non-Disclosure Agreement
Attachment 6 Benchmarking Activities (Deleted)
Attachment 7 Lead-Time
Attachment 8A Honeywell H&BC Quality Audit Requirements
Attachment 8B Honeywell Corrective Action Request
Attachment 8C Honeywell's Certification Criteria
Attachment 9 Warranty
STRATEGIC SUPPLIER AGREEMENT
NO. FP 1106
BETWEEN
HONEYWELL INC. AND INTERACTIVE TECHNOLOGIES, INC.
This Agreement by and between Honeywell Inc., a Delaware corporation, acting
through and on behalf of its Home and Building Control business ("Honeywell"),
located at 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx 00000-0000 (the
"Premises"), and Interactive Technologies, Inc. (ITI), a Minnesota corporation,
located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxx Xxxx, Xxxxxxxxx 00000, with ITI
and/or Honeywell sometimes referred to as "Party" or "Parties". The effective
date of this Agreement shall be the last date of execution shown on page 10 of
this Agreement.
WITNESSETH
WHEREAS, Honeywell is in the business of designing, developing, manufacturing
and marketing a variety of control products; and
WHEREAS, ITI is in the business of designing, developing, manufacturing and
marketing wireless security systems; and
WHEREAS, ITI has developed a do-it-yourself wireless security system (the "DIY
Product"); and
WHEREAS, Honeywell and ITI have jointly developed an interface between ITI's DIY
Product and Honeywell PC software in accordance with specifications supplied by
Honeywell resulting in a do-it-yourself wireless security system designed to
interface with a PC (the "PC Product") (the DIY Product and the PC Product are
sometimes referred to herein, as the Product or Products"); and
WHEREAS, Honeywell and ITI desire to formalize a strategic agreement under which
Honeywell shall purchase from ITI, and ITI shall sell to Honeywell, the Products
in accordance with the terms of this Agreement (the "Purpose").
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
hereinafter, the Parties agree as follows:
1. TERM OF AGREEMENT; RIGHTS OF TERMINATION
A. The term of this Agreement shall commence on the Effective Date and
shall continue through 31 December 1998 ("Initial Term"). By mutual
written agreement no less than ninety (90) days prior to the
expiration of the Initial Term or any subsequent extension or
renewal thereof, the Parties shall have the option to extend the
term of this Agreement for an additional two (2) year term
("Extension Term").
B. This Agreement shall immediately terminate upon written notice by
either Party, without the necessity of prior notice, in the event of
(i) voluntary or involuntary bankruptcy or insolvency of the other
Party, (ii) Other Party making an assignment for the benefit of
creditors, or (iii) a petition having been filed against the other
Party under a bankruptcy law, or any other law for relief of
debtors, or other law similar in purpose or effect, the effect of
which is to cause the other Party to have its business discontinued.
C. If either ITI or Honeywell should breach any material obligation
herein, The party not causing the breach may, at its option, give
written notice to the other party specifying the manner in which the
party has breached the Agreement. In the event that such breach is
not cured within thirty (30) days of receipt of such notice, the
party not causing the breach may terminate this Agreement effective
upon such thirtieth (30th) day.
D. Either party may terminate this Agreement on ninety (90) days
written notice without having to possess, state or demonstrate
cause.
2. AGREEMENT REVIEW/MODIFICATION
The Parties shall review this Agreement at the time of renewal, at which
time certain provisions of the Agreement may be renegotiated. If such
renegotiations result in mutually agreed upon changes, such changes may be
incorporated into the Agreement in one or more written amendments, and
shall be effective when signed by a duly authorized representative of each
Party.
3. STRATEGIC AGREEMENT ADMINISTRATORS
Changes to the Agreement shall be coordinated by the then current strategic
agreement administrator(s), who shall be named by each Party. If either
Party desires to change the strategic administrator, it shall notify the
other Party in writing.
4. PRODUCT PURCHASES
Subject to the remaining terms and conditions of this Agreement, Honeywell
will purchase from ITI, and ITI will sell to Honeywell, Product. Honeywell
shall order Products from ITI and attempt to schedule deliveries such that
there is a minimum number of shipments per calendar month. The goal will be
to try and achieve only one (1) shipment per calendar month. The parties
currently anticipate that Honeywell will purchase Products from ITI
pursuant to this Agreement with the schedule/volume commitments set forth
in Attachment 1 hereto. ITI acknowledges, however, that Honeywell may order
additional Product to meet additional customer requirements with volumes
that may be two (2) to three (3) times the original forecast. Honeywell and
ITI agree to cooperate with respect to scheduling and lead times in an
effort to meet such additional customer requirements in a timely manner
should they materialize. To facilitate this process, Honeywell (i) shall
provide to ITI each month a twelve (12) month rolling forecast of
anticipated future requirements for Product, which forecast shall be
non-binding except as stated in part (ii) of this sentence; and (ii) agrees
that Honeywell shall be bound to purchase the quantities of Product set
forth in such twelve (12) month rolling forecast on a three (3) month
rolling basis - i.e., Honeywell shall be contractually bound to purchase
the quantities set forth for the first three (3) months in the initial
twelve (12) month forecast and thereafter Honeywell shall become bound to
purchase the quantities set forth for the third (3rd) month set forth in
each subsequent monthly twelve (12) month rolling forecast.
Should Honeywell terminate the Agreement without cause, Honeywell shall (i)
be obligated to purchase from ITI the quantity of Product that had become
binding in accordance with the first paragraph of this Section 4 at the
date of termination; and (ii) reimburse ITI for the value of all previously
agreed to safety stock.
5. EXCLUSIVITY
Unless Honeywell fails to purchase Products from ITI in quantities equal
to, or exceeding, the volume commitments set forth in Attachment 1 hereto,
ITI shall not (i) sell the Products or any competing wireless DIY security
products to any other party for resale in North America in the
in-store/over-the-counter sale and delivery market (the "Subject Retail
Market") through December 31, 1998; or (ii) sell the Products to others for
resale outside of the Subject Retail Market unless such Products have been
modified by (x) the addition of a dialer (or other communication device) to
allow such products to be monitored; and (y) changing the plastic for the
console and the hand-held keypad such that it will have a different
appearance; and (z) removing the Honeywell trademark; and (iii) ITI will
not sell for resale to others in any market the PC interface module for the
Product or any derivative of the Product without Honeywell's prior written
consent. Likewise, Honeywell shall not sell for resale in the Subject
Retail Market any competitive wireless DIY security products (specifically
Consoles, hand-held keypads, key fobs and similar devices, and sensors with
integrated transmitters) other than the Products or other products
manufactured by ITI through December 31, 1998. Notwithstanding anything
contained herein to the contrary, ITI reserves the right to sell (i)
products other than the Products for resale to others in all markets
including the Subject Retail Market; and (ii) ITI reserves the right to
sell competing DIY Security Products, other than the subject Products, into
the Subject Retail Market, subject to Honeywell's right of first refusal to
resell such products. Should ITI desire to market competing DIY Security
Products into the Subject Retail Market, ITI shall provide Honeywell with a
written proposal setting forth product specifications and terms and
conditions for sale. Honeywell will then have sixty (60) days after receipt
of such proposal to notify ITI in writing whether or not Honeywell will
exercise its right of first refusal with respect to the competing DIY
Security Product described in ITI's proposal. In no event, however, shall
Honeywell's volume commitment exceed the original amounts set forth in
Attachment 1. If Honeywell does not give notice of acceptance or rejection
of such proposal within the sixty (60) day period described above, then the
proposal shall be deemed rejected. In the event Honeywell rejects ITI's
proposal, ITI shall have the right to sell the competing DIY Security
Product described in its proposal in all markets, including the Subject
Retail Market. In addition, as long as Honeywell meets its volume
commitments in Attachment 1, ITI will not directly enter the Subject Retail
Market.
Honeywell shall be provided with ninety (90 ) days time to cure from any
deviance in schedule/volume commitments set forth in Attachment 1 hereto
prior Honeywell losing the exclusivity provided in this Section 5 of the
Agreement. Nothing contained in this Section 5 is intended, nor shall it be
construed, to eliminate or modify Honeywell's obligation to purchase from
ITI the quantity of Product for which Honeywell is bound to purchase from
ITI in accordance with the first paragraph of Section 4 of this Agreement.
6. DIY/PC PRODUCT
The Products to be delivered under this Agreement shall conform to the
Product Requirements Specification ("PRS"), set forth in Attachment 2
Section 3 hereto. The PRS may be modified from time to time upon mutual
agreement between the parties. In addition, Honeywell and ITI agree to work
together to combine ITI's wireless transmitters into existing third party
hardware as required to meet the needs of the wireless DIY security market.
That is, ITI will reasonably cooperate with Honeywell in connection with
either wiring ITI transmitters to third party hardware or integrating ITI
transmitters to third party hardware, at ITI's option; provided, however,
that ITI is first given the right to provide Honeywell with hardware of
equivalent functionality and market suitability to the proposed third party
hardware and the wireless transmitters are purchased from ITI. All consoles
and hand-held keypads, including wire-less keys, for Products purchased by
Honeywell under this Agreement shall be private labeled by ITI in
accordance with Honeywell's labeling specifications provided in Section 3
of Attachment 2 (the PRS).
7. UNIQUE PARTS
This section deleted.
8. RAW MATERIAL
Honeywell and ITI agree to share equally cost increases, on an individual
item basis, caused by uncontrollable raw material costs, that cannot be
passed on to the customer, as long as the cost increases are sufficiently
documented and no alternative for cost avoidance can be found.
9. PURCHASE ORDERS
Honeywell shall order Product by means of individual Honeywell purchase
orders ("Purchase Orders"), substantially in the form attached as
Attachment 3A hereto, issued from time to time by Honeywell. In the event
of conflict between this Agreement and the Purchase Orders and/or Purchase
Order Terms and Conditions set forth in Attachment 3B, the terms and
conditions of this Agreement shall govern.
Without limiting the generality of the foregoing, Honeywell and ITI
expressly reject any additional and conflicting terms contained in any
future revisions of the Purchase Orders and/or Purchase Order Terms and
Conditions set forth in Attachment 3.B. and expressly reject the following
portions of the Purchase Order Terms and Conditions set forth in Attachment
3.B.: (i) Paragraph 7 regarding warranties; (ii) Paragraph 10 dealing with
subcontractors; and (iii) Paragraph 19 dealing with changes.
10. PRODUCT PRICING
The price for Product shall be the price set forth in Attachment 4 hereto.
Such prices do not include all applicable taxes and other government
charges, including, but not limited to all federal, state and municipal
sales, use or excise taxes, and any customs duties.
Honeywell agrees to split the cost increase of the one-time-programmable
("OTP") microprocessors ($7.00 each) required for the production control
panels and voice dialers, due to the delay in software sign-off. Upon
software sign-off, the standard microprocessors shall be ordered and
installed when available, and the OTPs shall no longer be used.
Honeywell and ITI agree to review the Products in an effort to evaluate
cost reduction opportunities from improved manufacturing processes, value
engineering improvements, and pooling common raw material and component
requirements/suppliers. Any significant cost reductions generated as a
result of the parties' activities in this regard will be evaluated at the
time Honeywell and ITI agree to prices for any Extension Term.
Notwithstanding anything contained herein to the contrary, (i) prices will
not be reduced for any cost reductions resulting from any cost reduction
efforts already in process at ITI; and (ii) any reductions in the prices
listed in Attachment 4 hereto shall be subject to the written mutual
agreement of both Honeywell and ITI.
11. F.O.B., TITLE, RISK OF LOSS
The F.O.B. point shall be ITI's dock (F.O.B. Origin).
12. INVOICING
After each shipment of Product, ITI shall send a separate invoice,
including item numbers, in duplicate, accompanied (if applicable) by a xxxx
of lading or express receipt. Payment of invoice by Honeywell shall not
constitute acceptance of Product and shall be subject to appropriate
adjustment for ITI's failure to meet the Product requirements set forth on
the face of the Purchase Order. Payment terms shall be Net (30) days.
13. PROPRIETARY/CONFIDENTIAL INFORMATION
Attached hereto and made part hereof is the Non-disclosure Agreement
between Honeywell and ITI (Attachment 5).
14. BENCHMARKING
This section deleted.
15. PRODUCT LEAD-TIME/PRODUCT DELIVERY
A. The time period between Honeywell notification to ITI of Product
requirements and the date Product is available for shipment
("Lead-Time") is further described in Attachment 7 hereto. ITI shall
not increase Lead-Time for any Product purchased by Honeywell pursuant
to this Agreement without Honeywell's written consent.
B. All Purchase Orders shall contain a required delivery date for Product
at Honeywell's dock. Product shipments will be accepted up to five (5)
days prior to the required delivery date. If the delivery date is not
stated, ITI shall offer its best delivery date, which shall be subject
to written acceptance by Honeywell.
C. Honeywell may modify or cancel a Purchase Order for Product pursuant
to this Agreement if ITI cannot meet Product Lead-Time requirements as
further described in Attachment 7 hereto. The Parties may mutually
change projected delivery dates of Product, provided however, that
ITI, in no event, shall charge Honeywell any amounts as a result of
reasonable modification of Product delivery schedules.
Nothing contained in this Section 15 shall change Honeywell's
obligation to purchase the quantities of Product that had become
binding in accordance with the first paragraph of Section 4 of this
Agreement.
16. PRODUCT QUALITY
A. The Parties shall establish a joint team ("Product Quality Team") to
develop a quality improvement plan that meets the Honeywell H&BC
quality audit requirements as further described in Attachment 8A
hereto. The Product Quality Team's goal is to establish ITI as a
certified supplier within twelve (12) months of the Effective Date.
ITI shall provide Honeywell with plans for continuous quality
improvement on an annual basis.
B. On a quarterly basis, Honeywell shall provide ITI with a high volume
parts report which will show the in warranty return ("IWR") defects in
parts per million ("PPM"). ITI shall investigate the cause of such
production defects and shall report to Honeywell within thirty (30)
days pursuant to procedures set forth in Attachment 8B hereto.
C. Honeywell shall periodically audit ITI's manufacturing processes and
quality systems to ensure conformance to Honeywell's certification
criteria as further described in Attachment 8C hereto.
D. ITI shall submit to Honeywell within thirty (30) days after receipt of
Nonconforming Product an action plan which outlines corrective
measures ITI shall implement to eliminate Nonconforming Product.
17. CONTINUOUS IMPROVEMENT EFFORT
A. The Parties shall jointly establish a team ("Systems Team") to develop
and implement a systems integration plan, designed to integrate
electronic data interchange, bar coding, electronic scheduling,
invoicing, funds transfer and computer aided design between the
Parties. The Systems Team shall document and publish a quarterly
action plan, which delineates responsibilities between the Parties and
sets forth time lines for systems integration for the subsequent
twelve (12) month period. The actions listed in this Section 17 shall
take place after both parties have deemed the program to be
successful.
18. PRODUCT SUPPORT
ITI agrees to train select Honeywell personnel on the DIY/PC product to the
extent that they can provide direct customer support to retail customers.
Honeywell anticipates that three (3) two to three day training sessions
will be required during the first year. Training shall be held at
Honeywell's facility TBD in Minneapolis, MN. Training sessions shall be
limited to no more than twelve people per session. In addition, ITI will
provide the following for a period of one year: (i) one person on-site at
Honeywell's Customer Assistance Center in Minneapolis, MN during normal
business hours CST; (ii) ITI will provide customer support to trained
Honeywell customer support personnel on a 24 hour basis either on-site as
in (i) or through ITI's Customer Assistance Center.
19. WAIVER
Any failure of either Party to enforce this Agreement as to any breach
hereof by the other Party shall not be deemed to be a waiver of the rights
of such Party as to such breach or any separate or subsequent breach.
20. NOTICES
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given
(i) on the date of service if served personally on the party to whom notice
is to be given, (ii) on the day of transmission if sent via facsimile
transmission to the facsimile number given below, and telephonic
confirmation of receipt is obtained promptly after completion of
transmission, (iii) on the day after delivery to Federal Express or similar
overnight courier or the Express Mail service maintained by the United
States Postal Service, or (iv) on the fifth (5th) day after mailing, if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly addressed, to the
Party as follows:
If to Honeywell: Honeywell Consumer Products
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000)-000-0000
Copy to: Honeywell Consumer Products
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Office of General Counsel
Facsimile: (000) 000-0000
If to ITI Interactive Technologies Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx Xx. Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
Copy to: Interactive Technologies Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx Xx. Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
21. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Minnesota, without regard to conflict of laws
provisions, and the parties hereby submit to the sole and personal
jurisdiction of the federal district courts of the State of Minnesota.
22. INDEMNIFICATION
A. Honeywell shall hold harmless and indemnify ITI from and against any
and all injuries, damages, fines, costs, and expenses (including but
not limited to, reasonable attorneys' fees) caused by or resulting
from (i) the negligence of Honeywell, its representatives, officers,
directors, agents and employees, in the performance of its duties
pursuant to this Agreement; or (ii) caused by, or resulting from, any
breach by Honeywell of any of the terms and conditions hereto; or
(iii) caused by, or resulting from, any packaging, product literature,
advertisements, sales aids or other promotional materials produced by
Honeywell.
B. ITI shall hold harmless and indemnify Honeywell from and against any
and all injuries, damages, fines, costs, and expenses (including, but
not limited to, reasonable attorneys' fees) caused by, or resulting
from, any defects in design or manufacture of the Products, the
negligence of ITI, its representatives, officers, directors, agents
and employees, in the performance of its duties pursuant to this
Agreement; or (ii) caused by, or resulting from, any breach by ITI of
any of the terms and conditions hereto; or (iii) caused by, or
resulting from, any packaging, product literature, or other materials
produced by ITI.
C. Nothing in this Agreement is intended to confer any rights or remedies
under or by reason of this Agreement on any persons other than
Honeywell, ITI and their respective successors and permitted assigns.
Nothing in this Agreement is intended to relieve or discharge the
obligations or liabilities of any third persons to Honeywell or ITI.
23. PATENT AND COPYRIGHT
ITI shall defend, at its own expense, any suit or claim that may be
instituted against Honeywell or any customer of Honeywell for alleged
infringement of patents, copyrights or mask work rights relating to the
maintenance, sale, or use of Product pursuant to this Agreement, except for
any such infringement resulting from ITI's compliance with detailed designs
provided by Honeywell. ITI shall indemnify Honeywell and its customers for
all costs and damages arising out of such alleged infringement.
Honeywell acknowledges and agrees that ITI represents that it is the sole
owner of any patents, copyrights, trademarks, trade secrets or other
intellectual property rights relating to the Products and that Honeywell
will make no claim of ownership to such intellectual property, except for
Honeywell's trademarks, trade names and service marks, intellectual
property relating to Honeywell's PC software, and the jointly developed
interface between ITI's DIY Product and Honeywell's PC software.
24. WARRANTIES
ITI's extends to Honeywell the warranty set forth in Attachment 9 hereto.
In addition to any other rights Honeywell may have, if the Product (Product
kits only) is found not to be as warranted within a period of one (1) year
after acceptance by Honeywell, Honeywell may return such Product to ITI, at
ITI's expense, for repair, replacement, or credit, as Honeywell may direct,
however, no credit will be issued on in-warranty product (and any repairs
or replacements will be at Honeywell's expense) until such time as warranty
claims by Honeywell exceed the 2.5% warranty reserve built in to the
pricing structure. Prior to exceeding the 2.5% warranty reserve, ITI will
charge $TBD to "make new" any returned control panels. Subsequent to
exceeding the 2.5% warranty reserve, ITI will replace or repair, at its
option, in-warranty control panels at no additional cost to Honeywell. ITI
will charge Honeywell $TBD, however, should Honeywell direct that such
product be "made new". The definition of ("make new") shall mean that the
Product shall be functionally and cosmetically equivalent to a new Product
furnished by ITI. Any product corrected or furnished in replacement shall,
from the date of delivery of such corrected or replacement Product, be
subject to the provisions of this Section 24 for the same period and to the
same extend as the Product initially furnished pursuant to this Agreement.
In addition, Honeywell shall be responsible for the repackaging of all
returned Product. In no event shall any in-warranty peripherals be returned
to ITI, except for evaluation. The process(s) for handling all returns
shall be developed jointly and mutually agreed to between the parties.
25. COMPLIANCE WITH LAWS
ITI agrees that in the performance of the services provided hereunder, it
will comply with all applicable laws, rules, and regulations of
governmental authority in connection therewith.
26. SAFETY AND HEALTH
ITI shall comply with all safety and environmental practices required by
law, those customarily followed for the type of services to be provided by
ITI hereunder.
27. FORCE MAJEURE
No liability shall result to either party from any delay in performance or
non-performance hereunder (except nonpayment) caused by circumstances
beyond the reasonable control of the party who has delayed performance or
not performed, including, but not limited to, fire, explosion, acts of God,
riots, strikes, labor disputes, or compliance with any law, order, or
regulation of any governmental authority. The non-performing party shall be
diligent in attempting to remove any such cause and shall promptly notify
the other party of its onset, extent and probable duration.
If the non-performing party who has delayed performance or not performed on
account of circumstances beyond its reasonable control is unable to remove
such causes within thirty (30) days, the other party shall have the right
to terminate this Agreement.
28. INDEPENDENT CONTRACTOR
ITI is and shall at all times be an independent contractor hereunder and
not an agent of Honeywell. Neither anything contained in this Agreement nor
any actions taken by, or arrangements entered into between, the Parties of
this Agreement in accordance with the provisions hereof shall be construed
as, or deemed to create, a partnership, joint venture or similar legal
relationship. ITI shall have no authority to contractually or otherwise
commit Honeywell to any obligations whatsoever to third parties.
29. ASSIGNMENT
The rights and obligations covered herein are personal to each party
hereto, and for this reason this Agreement shall not be assignable by
either party in whole or in part; however ITI has the right to subcontract
work in the performance of its obligations hereunder.
30. HEADINGS
All headings of the clauses of this Agreement are inserted for convenience
only and shall not affect any construction or interpretations of this
Agreement.
31. PUBLICITY
Neither party shall make a press release or other public announcement
concerning this Agreement or any part thereof, nor the fact that it exists
without the prior written consent of the other party which consent shall
not be unreasonably withheld.
32. ENTIRE AGREEMENT
This Agreement and the Attachments referenced herein constitute the
complete agreement of the Parties relating to the matters specified in this
Agreement and supersede all prior representations or agreements, whether
oral or written, with respect to such matters. No oral modification or
waiver of any provision of this Agreement shall be binding on either Party.
This Agreement is for the benefit of, and shall be binding upon and inure
to, the Parties and their respective successors and assigns.
HONEYWELL INC. INTERACTIVE TECHNOLOGIES, INC.
By /s/ Rod Xxxx By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------- -----------------------------------
Name Rod Xxxx Name Xxxxxxx X. Xxxxxxx
------------------------------- --------------------------------
Title Executive Vice President Title Senior Vice President
------------------------------- --------------------------------
Date 11/18/96 Date 11/20/96
------------------------------- --------------------------------
