EXHIBIT 10.2
COOPERATIVE MARKETING AGREEMENT
Whereas Image Sciences, Inc. "You," may provide various value added skills,
such as systems management, systems integration, networking, image management,
and have insight concerning the identity of prospects in the Territory, and have
knowledge concerning the applicability of Xerox Products to the business of such
prospects; Whereas Xerox Corporation, "Xerox" may provide various value added
skills, such as systems management, systems integration, networking, image
management, and have insight concerning the identify of prospects in the
Territory, and have knowledge concerning the applicability of Your Products to
the business of such prospects. Whereas You and Xerox each wish to engage the
other as a non-exclusive, Cooperative Marketing Associate within the Territory;
and Whereas each of Xerox and You is willing to accept such appointment by the
other, and to undertake to provide such services pursuant to the terms of this
Agreement. Now, therefore You and Xerox agree as follows:
TABLE OF CONTENTS
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Article Title
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ARTICLE I DEFINITIONS
ARTICLE II TERM
ARTICLE III RESPONSIBILITIES OF THE PARTIES
ARTICLE IV PRODUCT TESTING AND DEMONSTRATION
ARTICLE V CUSTOMER SUPPORT
ARTICLE VI TRAINING
ARTICLE VII CONFIDENTIAL INFORMATION
ARTICLE VIII TRADEMARKS AND LOGOS
ARTICLE IX INDEMNIFICATION
ARTICLE X RIGHTS OF PARTIES UNDER DEVELOPED
INTELLECTUAL PROPERTY RIGHTS
ARTICLE XI TERMINATION
ARTICLE XII GENERAL PROVISIONS
Image Sciences and Xerox agree that the terms and conditions of this Agreement
will govern Your participation and marketing activities under their mutual
Cooperative Marketing Program. This Cooperative Marketing Agreement is entered
into by and between You and Xerox, as of ______________, 1994.
I. DEFINITIONS
1.01 Confidential Information. All confidential and proprietary
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information which in any way relates to the function, description, or operation
of Xerox Products or Your Products,
including, without limitation, data, designs, processes, specifications,
drawings, schematics, software in both source and object code and trade secrets,
together with non-public information such as that relating to suppliers,
manufacturing techniques, service information, know how, product program
schedules, project plans, financial projections, business correspondence, and
such other similar non-public information.
1.02 Customer. An end-user customer in the Territory who purchases,
--------
leases or licenses Xerox Products or Your Products for its own use and not for
remarketing and who is neither a U.S. government agency, nor a prime contractor
or subcontractor with a U.S. government agency where such purchase, lease and/or
license relates to goods or services to be provided to such agency.
1.03 Effective Date. The date first above written.
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1.04 Products. As the context requires, Xerox Products and/or Your
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Products.
1.05 Program. Xerox/Image Sciences Alliance Program.
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1.06 Territory. Jurisdictions set forth in Exhibit A.
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1.07 You. Image Sciences, Inc.
---
1.08 Your Products. Products and/or services identified in Schedule 1.
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1.09 Xerox. Xerox Corporation, a New York corporation.
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1.10 Xerox Products. Xerox Products identified in Schedule 2 and/or
--------------
Exhibit B.
II. TERM
2.01 Term. Subject to earlier termination as provided in Article XI, the
----
term of this Agreement will commence on the Effective Date and will be for a
period of two years, subject to automatic successive annual one-year renewal
periods.
III. RESPONSIBILITIES OF THE PARTIES
3.01 Your Responsibilities. If Image Sciences intends to refer Xerox
---------------------
Products or jointly market with Xerox to a Customer in conjunction with Your
Products, you will notify the Xerox Sales Representative responsible for that
Customer of such marketing opportunity as soon as practicable.
3.02 Xerox Responsibilities. If Xerox intends to refer Your Products or
----------------------
jointly market with you to a Customer in conjunction with Xerox Products, Xerox
will notify Your Sales
2
Representative responsible for that Customer of such marketing opportunity as
soon as practicable.
3.03 Joint Responsibilities. (a) Xerox and You will each appoint a
----------------------
manager to oversee the Program. These managers will be responsible for
resolving issues that may from time to time arise, will meet at least twice per
calendar year, and will be responsible for planning and developing a marketing
program plan to facilitate the promotion of Products.
(b) Xerox will supplement Schedule 2 and / or Exhibit B and You will
supplemental Schedule 1 to add respective products which each desires to be
subject to this Agreement. If either party discontinues marketing any Products
listed on the Schedules or Exhibits hereto, that party will notify the other of
such fact, and that within at least 120 days from that date of notice, such
Product will be deleted from the applicable Schedule or Exhibit.
(c) Xerox and You each will
(i) independently set prices for Products;
(ii) except as otherwise agreed independently market Products to
Customers in the Territory; and
(iii) be responsible for installing and maintaining respective
Products as well as providing Customer training with
respect to such Products;
(d) Xerox and You will honor the other's reasonable requests for
consultations and visits to each other's facilities for purposes of fulfilling
the intent of or performing our respective obligations under this Agreement;
(e) Xerox and You may develop Customer demonstrations and proposals,
and may conduct joint sales calls and Customer briefings;
(f) Xerox and You may incorporate the other's marketing proposals into
marketing proposals for the respective Products;
(g) Xerox and You may act as the other's prime contractor or
subcontractor as required by the Customer.
IV. PRODUCT TESTING AND DEMONSTRATION
4.01 Xerox and You agree that each party will be responsible for the
technical and administrative support of its own Products, and that Program
Managers will jointly develop procedures to facilitate the resolution of mutual
technical issues and problems regarding our Products.
3
V. CUSTOMER SUPPORT
5.01 Xerox and You agree that each party will be responsible for the
technical and administrative support of its own Products and that both parties
will jointly develop procedures to facilitate resolution of technical problems
affecting Products.
VI. TRAINING
6.01 Your Product Training. You will provide to Xerox, on terms to be
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agreed upon by You and Xerox, product training sufficient to provide a
reasonable number of Xerox sales representatives and analysts with a working
knowledge of Your Products.
6.02 Xerox Product Training. Xerox will provide, on terms to be agreed
----------------------
upon by You and Xerox, product training sufficient to provide a reasonable
number of Your sales representatives and analysts with a working knowledge of
Xerox Products.
6.03 Documentation. The parties will provide to each other one set of
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sales representative training documentation and will grant the other the
restricted right to reproduce such documents solely for Customer demonstrations
and training of our respective sales representatives and sales management
relative to Products.
VII. CONFIDENTIAL INFORMATION
7.01 We agree that it may be necessary from time to time to exchange
Confidential Information.
7.02 We agree to safeguard all Confidential Information received or to be
received from each other and will not disclose such information to any third
party without the prior authorization from the other, and will further restrict
circulation of Confidential Information within our own organization except of
this Agreement. All Confidential Information will remain the property of the
disclosing party.
7.03 In order to be subject to the provisions of this Article VII,
Confidential Information which is to be disclosed after the Effective Date must
be disclosed either
(i) by written or electronic communication which is appropriately
labeled so as to give reasonable notice to anyone reading the
communication that the contents thereof are confidential and
proprietary or
(ii) by oral disclosure, in which case the party making the
disclosure must, at the time the disclosure is made, state to
the recipient thereof that the contents of the disclosure are
confidential and proprietary, and must
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further reduce the confidential and proprietary contents of
the disclosure to a written or electronic communication,
appropriately labeled as required by clause (i) above, which
is delivered to said recipients within ten (10) days after the
oral disclosure or execution of this Agreement, whichever is
later.
7.04 The receiving party will be released from the obligations of Section
7.02 with respect to any particular portion of Confidential Information when:
(a) the receiving party can document that:
(i) it was in the public domain at the time of the disclosing
party's communication thereof to the receiving party;
(ii) it entered the public domain through no fault of the
receiving party subsequent to the time of the disclosing
party's communication thereof to the receiving party.
(iii) it was in the receiving party's possession free of any
obligation of confidence at the time of the disclosing
party's communication thereof to the receiving party.
(iv) it was rightfully communicated to the receiving party
free of any obligation of confidence subsequent to the
time of the disclosing party's communication thereof to
the receiving party, or
(v) it was independently developed by the receiving party
without reference to the Confidence Information of the
disclosing party; or
(b) it was communicated by the disclosing party to a third party free
of any obligation of confidence; or
(c) It is after three (3) years after the disclosing party's
communication thereof to the receiving party.
7.05 All materials including, without limitation, documents, drawings,
models, apparatus, sketches, designs, and lists furnished to one party by
another and which are designated in writing to be the property of such party
will remain the property of such party and will be returned to such party
promptly at its request with all copies made thereof.
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VIII. TRADEMARKS AND LOGOS
8.01 The trademarks and trade names under which each party markets
Products will remain the exclusive property of such party. This Agreement gives
the other party no rights therein except that during the term of this Agreement
each party grants to the other a restricted license to reproduce such trademarks
and trade names in publications and under written terms and conditions as may
hereafter be approved by the granting party.
IX. INDEMNIFICATION
9.01 Intellectual Property. Each party represents and warrants to the
---------------------
other that it has sufficient right, title and interest in and to the Products to
enter into this Agreement and further warrants that it is not aware that its
Products infringe any patent, copyright or other proprietary right of a third
party of a possibility that its Products might infringe any patent, copyright or
other proprietary right of a third party.
9.02 General. Each party (the "indemnifying Party") will defend and hold
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harmless the other party (the "indemnified Party") from, and pay any amount due,
any claim, action or other proceeding brought against the Indemnified Party
arising from the use and marketing of the Indemnifying Party's Product,
providing that the Indemnified Party promptly notified the Indemnifying Party in
writing of any action or claim, allows the Indemnifying Party at its expense, to
direct the defense, gives the Indemnifying Party sufficient information in the
Indemnified Party's possession and reasonable assistance required to defend such
suit, claim or proceeding, but at no out-of-pocket expense to the Indemnified
Party, and allows the Indemnifying Party to pay any judgment, provided further
that the Indemnifying Party will have no liability for any claim, action or
other proceeding based upon acts or omissions by the Indemnified or for
settlements or costs incurred without the knowledge of the Indemnifying Party.
To avoid infringement the Indemnifying Party may, at the Indemnifying Party's
option, and at no charge to the Indemnified Party, obtain a license, or modify
the Indemnifying Party's Products so that they no longer infringe, but only if
the modification is still an equivalent of the Indemnifying Party's Products, or
substitute an equivalent of the Indemnifying Party's Products.
X. RIGHTS OF PARTIES UNDER
DEVELOPED INTELLECTUAL PROPERTY RIGHTS
10.01 Unless otherwise agreed on writing by the parties, ownership of any
writings, discoveries, inventions or innovations ("Improvements") arising out of
the cooperation of the parties pursuant to this Agreement will reside with the
party whose employee(s) or agent(s)
(i) first conceived the Improvements, in the case of patentable
Improvements, and
6
(ii) in the case of copyrightable improvements, first fix the
Improvement in any tangible medium of expression, now known
or later developed, from which it can be perceived, either
directly or with the aid of a machine or device.
10.02 Each party who is an owner of an Improvement will be responsible in
its sole discretion for conducting its own plans and programs relative to filing
for and maintaining patent rights, trade secretes, mask works, copyrights or
other registerable or applied for intellectual property rights in one or more
countries of the world.
XI. TERMINATION
11.01 Termination for Cause.
---------------------
(a) Either party may terminate this Agreement upon written notice of
termination to the other party in any of the following events:
(i) the other party materially breaches this Agreement and
such breach remains uncured for thirty (30) days
following written notice of breach by the terminating
party; provided, however, that in the case of a repeat
of a material breach earlier cured, the new cure period
will be ten (10) days; or
(ii) causes beyond the reasonable control of the other party
delay its performance for more than thirty (30) days;
provided, however, that in the case of a repeated force
majeure delay earlier cured, the new cure period will be
ten (10) days; or
(iii) a petition for relief under any bankruptcy legislation
is filed by or against the other party, or the other
party makes an assignment for the benefit of creditors,
or a receiver is appointed for all or a substantial
party of the other party's assets, and such petition,
assignment or appointment is not dismissed or vacated
within thirty (30) days; or
(iv) change in majority ownership or change of control of the
other party.
(b) Either party may terminate this Agreement without cause, upon
ninety days written notice of termination to the other party.
11.02 Survival. The provisions of this Agreement will, to the extent
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applicable, survive the expiration or any termination hereof.
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XII. GENERAL PROVISIONS
12.01 LIMITATION OF LIABILITY. EXCEPT AS SET FORTH HEREIN, NEITHER PARTY
----------------------- -----------------------------------------
WIll BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
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INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT
------------------------------------------------------------------------------
LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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12.02 Relationship of the Parties.
---------------------------
(a) We agree that we are independent parties and neither of us is
authorized to make any commitment or representation on the other's behalf.
(b) During the term of this Agreement should the term "partnership",
"partner" or "marketing partner" be used to describe the Cooperative Marketing
relationship, we agree to make it clear to third parties that these terms refer
only to the spirit of cooperation between us and do not describe or expressly or
implied create the legal status of partners or joint venturers.
12.03 Governmental Compliance. Each party will comply fully with all
-----------------------
federal, state and local laws and regulations relating to its obligations under
this Agreement.
12.04 Ethical Standards. Each party agrees that, with respect to its
-----------------
performance under this Agreement including any interaction with any employee of
the other party pursuant to this Agreement, such party will not:
(a) give or offer to give any gift or benefit to said employees,
(b) solicit or accept any information, data services, equipment, or
commitment from said employee unless same is
(i) required or permitted to be solicited or accepted under
a contract or other arrangement between Xerox and You,
or
(ii) made pursuant to a written disclosure agreement between
Xerox and You, or
(iii) specifically authorized in writing by the employee's
management,
(c) solicit or accept favoritism from said employee, or
(d) enter into any outside business relationship with said employee
without full disclosure to, and prior approval of, the employee's management.
As used herein,
8
"employee" includes members of the employee's immediate family and household,
plus any other person who is attempting to benefit from his or her relationship
to the employee. A "party" in this context includes all employees and agents of
the party. "Gift or benefit" includes money, goods, services, discounts, favors
and the like in any form but excluding low value advertising items such as pens,
pencils and calendars. "Favoritism" means partiality in promoting the interest
of a party over that of other vendors. Such activity by either party will
constitute breach of this Agreement by that party.
12.05 Force Majeure. Except as otherwise provided herein, neither party
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will be liable to the other for its failure to perform any of its obligations
hereunder during any period in which such performance is delayed by
circumstances beyond its reasonable control, provided that the party
experiencing such delay promptly notifies the other party of the delay. In the
event that such a delay by a party continues for more than sixty (60) days, the
other party may, at its sole options, and in addition to its other rights and
remedies under this Agreement or at law or in equity, suspend its obligations
under this Agreement during the period of delay.
12.06 Headings. The headings and titles of the Articles of this Agreement
--------
are inserted for convenience only and will not affect the construction or
interpretation of any provision.
12.07 Amendment. This Agreement may be amended only by a written
---------
agreement duly signed by authorized representatives of both parties.
12.08 Assignment. Neither party will assign this Agreement or any rights
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and obligations thereunder to any third party without the express written
permission of the other party, except that each party may assign this Agreement
to an entity directly or indirectly controlling, controlled by, or under common
control with Xerox.
12.09 Severability. If any provision of this Agreement is held invalid by
------------
any law, rule, order or regulation of any government, or by the final
determination of any state or federal court, such invalidity will not affect the
enforceability of any other provisions not held to be invalid.
12.10 Waiver. Any delay by either party to exercise any right or remedy
------
under this Agreement will not be construed to be a waiver of any other right or
remedy hereunder. All of the rights of either party under this Agreement will
be cumulative and may be exercised separately or concurrently.
12.11 Alternate Dispute Resolution. The parties will attempt to resolve
----------------------------
any dispute, controversy or claim arising under this Agreement in a non-judicial
manner and forum. Any such dispute, controversy, or claim hereunder will be
initially referred for resolution to the respective parties' Program Managers
appointed pursuant to this Agreement. If such individuals cannot resolve the
matter within sixty (60) days after the matter in dispute has been submitted to
them for resolution, then the matter will be referred to one Vice-President of
each of the parties for resolution within a subsequent sixty day period.
9
12.12 Publicity. Neither party will publicly disclose any information
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concerning this Agreement without the prior written consent of the other party.
12.13 Controlling Law. This Agreement will be governed by a construed in
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all respects in accordance with the laws of the State of Texas.
12.14 Entire Agreement. This Agreement constitutes the entire agreement
----------------
of the parties as to the subject matter hereof and supersedes any all prior oral
or written memoranda, understandings and agreements as to such subject matter.
12.15 Notices. Any notice which may be or is required to be given under
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this Agreement will be written. Any written notices will be sent by registered
mail or certified mail, postage prepaid, return receipt requested.
All such notices will be deemed to have been given when received, properly
addressed pursuant to the addresses below:
Xerox Corporation
000 Xxxxxxx Xxx
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Xxxxxxxxx, XX 00000
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(000) 000-0000
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Attention: Xxxxxx Xxxxx
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Images Sciences, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000
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Xxxxxx, XX 00000
------------------------------------------
(000) 000-0000
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Attention: Xxxxx Xxxxxx
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10
Cooperative Marketing Agreement
EXHIBIT A
JOINT ENGAGEMENT FEE SCHEDULE
for the United States of America
July 1, 1994
Image Sciences, Inc. and Xerox Corporation agree that the terms and conditions
of this Exhibit A, an attachment to the Cooperative Marketing Agreement, will
govern their participation and marketing activities within the Territory defined
below.
I. DEFINITIONS
1.1 Qualified Image Science Joint Engagement. The effort undertaken by
----------------------------------------
You in marketing Xerox Products to a Customer where, at a minimum, You will: (i)
establish contact with the Customer; (ii) provide information regarding Xerox
Products; (iii) maintain contact with the Customer throughout the sales cycle;
(iv) offer to provide complementary products and or services to support Xerox
Products, and [v] provide Xerox with the prospect name as reflected on Schedule
3, "JOINT ENGAGEMENT TEAMING AGREEMENT," which will be mutually agreed to, and
which shall be duly signed by Your authorized representative and the authorized
Xerox representative.
1.2 Qualified Xerox Joint Engagement. The effort undertaken by Xerox in
--------------------------------
marketing Your Products to a Customer where, at a minimum, Xerox will: (i)
establish contact with the Customer; (ii) provide information regarding Your
Products; (iii) maintain contact with the Customer throughout the sales cycle;
(iv) offer to provide complementary products and or services to support Your
Products, and [v] provide You with a prospect name as reflected on Schedule 3,
"JOINT ENGAGEMENT TEAMING AGREEMENT", which will be mutually agreed to, and
which shall be duly signed by Xerox' authorized representative and the
authorized Image Sciences representative.
1.3 Disclosed Other Qualified Participants. The non-Xerox, non-Image
--------------------------------------
Sciences parties for a joint engagement commission and disclosed on Schedule 3,
"JOINT ENGAGEMENT TEAMING AGREEMENT".
1.4 Territory. The jurisdiction of the United States of America, and its
---------
territories and possessions.
1.5 You. Image Sciences, Inc.
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1.6 Your Products. Those products and/or services identified in
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Schedule 1.
1.7 Products. As the context requires, Xerox Products and/or Your
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Products.
11
1.8 Xerox. Within the context of this Exhibit A, means Xerox Corporation
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operations within the United States of America, and its territories and
possessions.
1.9 Xerox Products. Those Xerox Products identified in Schedule 2.
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II. COMMISSIONS
2.1 Commissions.
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(a) If You participate in a Qualified Image Sciences Joint
Engagement with a Customer in the Territory and Xerox either sells, licenses to
or leases (with an initial term of one year) or licenses to such Customer one or
more newly installed Xerox Products where the Customer's purchase, lease or
license of such Xerox Products was based upon a Qualified Approved Joint
Engagement and there are no Disclosed Other Qualified Participants, Xerox will
either pay a commission equal to a percentage of the price invoiced to the
Customer for such purchase, lease or license net of any assessed taxes, duties,
freight and insurance charges; or a fixed dollar fee, in each case as set forth
in Section 2.4 below. Amounts set forth in Section 2.4 below shall be reduced in
an equitable manner as determined by Xerox when there are disclosed other
qualified participants.
(b) If Xerox makes a qualified Xerox referral to a Customer in the
Territory and Image Sciences either sells, licenses to or leases (with an
initial term of one year) to such Customer one or more newly installed Image
Science Products where the Customer's purchase, lease or license of such Your
Products was based upon a Qualified Xerox Referral and there are no Disclosed
Other Qualified Participants, You will either pay a commission equal to a
percentage of the price invoiced to the Customer for such purchase, lease or
license net of any assessed taxes, duties, freight and insurance charges; or a
fixed dollar fee, in each case as set forth in Section 2.5 below. Amounts set
forth in Section 2.5 below shall be reduced in an equitable manner as determined
by Image Sciences when there are disclosed other qualified referrals.
(c) Either party may, at any time during the term hereof and upon
written notice to the other, amend this Exhibit A to change the commission
percentage or fixed dollar amount for any of the party's Products; provided,
however, that any such change shall be applicable only as to commissions earned
after the effective date of the change.
2.2 Payment. Each party's obligation to pay fees shall accrue upon
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installation and acceptance of its Products by the Customer. Each party will
use reasonable efforts to pay such fees to the other within thirty (30) days
after the end of each calendar quarter during which the installation and
acceptance of the party's Product occurred. Each party shall provide to the
other within 30 days of the end of each calendar quarter an installation report
reflecting the number of units of Products installed as the result of a
Qualified Engagement by the other, the amount of
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fees payable for each Product, and the Customer name an the installation address
of the Products for which a fee is payable.
2.3 Reversal. In the event that either party for any reason reverses a
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sale, lease and/or license transaction of any Product as to which a commission
has been paid under this Agreement, and such reversal occurs within six (6)
months of the date the Customer accepted such Product following its
installation, then the party shall debit the amount of such commission against
the next quarterly payment to be made by that party under Section 2.1.
2.4 (A) Commission Schedule for Xerox Products When Sold or Leased
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Product Model/Name Single
------------------ ------
Unit Sale
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Fee
---
4136 Production Laser Printing System $9,900
4135 DDS Prod Laser Printing System 6,100
4890 Laser Printing System 7,300
9790 MICR Printer 5,000
4850 HighlightColor Laser Printing System 4,500
4450 Laser Printing System 4,500
4050 Laser Printing System 4,500
4050 Budget Lease Laser Printing Sys 2,750
4235 Laser Printing System 2,500
4220 MRP 800
4219 MRP 360
4215 MRP 240
4197 MICR Printer 250
DocuTech Production Publisher 135 11,700
DocuTech Network Publisher 135 (upgrade)* 3,500
DocuTech Network Publisher 135 12,600
DocuTech Production Publisher 90 8,100
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DocuTech Network Publisher 90 (upgrade)* 3,500
DocuTech Network Publisher 90 7,800
DocuTech Network Server 1,800
DocuTech Media Server 1,500
DocuTech Extended Storage 2,400
DocuTech Signature Booklet Maker 3,600
DocuPrint 390 8,400
DocuPrint 350 Highlight Color 7,500
DocuPrint 390 Highlight Color 12,000
5775 Digital Color Copier/Printer 2,100
5775 Digital Color Copier/Printer (upgrade)* 3,500
EFI FIERY Controller 150 1,800
EFI FIERY Controller 200 2,200
4700 Color Laser Printing System 2,500
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* Upgrade fees are for connectivity with or without server(s) - no fees are
paid for servers with upgrades.
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2.4 (B) Commission Schedule for Xerox Products Which Qualify Under the
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Xerox Trade-In Program (XTI)**
Model Number/Product Name Single Unit
------------------------- -----------
Trade-in Fee
------------
(XTI)
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4135 Production Laser Printing System $6,500
4890 Laser Printing System 5,600
4850 Color Laser Printing System 3,500
4450 Professional Printing System 3,500
4050 Laser Printing System 3,500
4235 Laser Printing System 1,500
4220 MRP 675
4219 MRP 300
4215 MRP 240
4197 MICR Printer 180
DocuTech Production Publisher 135 3,000
DocuTech Network Publisher 135 3,500
DocuTech Production Publisher 90 2,000
DocuTech Network Publisher 90 2,500
5775 Digital Color Copier/Printer 1,500
4700 Color Laser Printing System 1,500
---------------------------------
**No fees are paid for trades from Xerox 5090s or Xerox 5390s.
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2.5. Commission Schedule for Image Sciences Products:
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Single Unit
Product Name Sale Fee
------------ --------
PrintCommander $ 400.00
PrintCommander (Corporate) 1,500.00
TagCommander 200.00
GrafxCommander 90.00
Rule Commander 135.00
DocuSolve 400.00
DocuSolve (Corporate) 6,000.00
ViewCommander 350.00
ViewCommander (Corporate) 3,000.00
DocuMerge/Windows (Meta) 1,000.00
DocuMerge 0S/2 1,000.00
DocuMerge UNIX 1,500.00
DocuMerge (Corporate) 8,250.00
IRIS/2 1,000.00
IRIS/UNIX 1,200.00
IRIS/(site) 6,000.00
DocuMerge (MVS) 4,000.00
DocuMerge (VSE) 4,000.00
IRIS/MVS 2,700.00
Template Technology 540.00
DynaComp 450.00
DCF/Plus 800.00
X.X.X.X 25,000.00
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XEROX
Cooperative Marketing Agreement
EXHIBIT A
SCHEDULE 1
Image Sciences Products
July 1, 1994
Image Sciences Products. Those products and/or services listed below:
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PRODUCTS PRODUCT CODES
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PrintCommander 422230
PrintCommander (Corporate) 421730
TagCommander 460230
GrafxCommander 521130
Rule Commander 451130
DocuSolve 401230
DocuSolve (Corporate) 401730
ViewCommander 411230
ViewCommander (Corporate) 411730
DocuMerge/Windows (Meta) 431230
DocuMerge OS/2 431240
DocuMerge UNIX 431250
DocuMerge (Corporate) 431750
IRIS/2 481250
IRIS/UNIX 481290
IRIS/(site) 000000
XxxxXxxxx (XXX) 000000
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PRODUCTS PRODUCT CODES
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DocuMerge (VSE) 001320
IRIS/MVS 121310
Template Technology 151310
DynaComp 152310
DCF/Plus 170300
X.X.X.X. 890000
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XEROX
Cooperative Marketing Agreement
EXHIBIT A
SCHEDULE 1
Image Sciences Products
July 1, 1994
Xerox Products. The list of Xerox products is provided below:
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Product Model/Name
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4135 Production Laser Printing System
4135 DDS Production Laser Printing System
9790 Laser Printing System
4890 Laser Printing System
4850 Highlight Color Laser Printing System
4450 Laser Printing System
4050 Laser Printing System
4235 Laser Printing System
4220 MRP
4219 MRP
4215 MRP
4197 MICR Printer
DocuTech Production Publisher 135
DocuTech Production Publisher 90
DocuTech Network Publisher 135
DocuTech Network Publisher 90
DocuTech Network Server
DocuTech Media Server
DocuTech Extended Storage
DocuTech Signature Booklet Maker
Docuprint 350 Highlight Color
Docuprint 390 Highlight Color
5775 Digital Color Copier/Printer
EFI FIERY Controller 150
EFI FIERY Controller 200
4700 Color Laser Printing System
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19
IMAGE SCIENCES/XEROX
EXHIBIT A
SCHEDULE 3 JOINT ENGAGEMENT TEAMING AGREEMENT
I. CUSTOMER INFORMATION New Xerox Customer Yes____ No____
Company Name:________________________________ Products already installed________________________
Site Address:________________________________ New Image Sciences Customer Yes____ No____
_____________________________________________
Xerox Customer Number________________________ Products Already Installed_______________________
Xerox Product Opportunity___________________ Image Sciences Product Opportunity_______________
Xerox Disclosure of Non-Image Sciences Marketing Partner Involvement: Company___________ Date______
Signature of the sales persons creating this teaming agreement indicate their intent to pursue a joint selling opportunity
with the above named customer. If the sale of a qualified product occurs Image Sciences will be entitled to the applicable
fee.
Xerox Corporation: Image Sciences, Inc.:
------------------ ---------------------
Sales Rep Name___________________________________ Sales Rep Name______________________________________
District_________________________________________ District____________________________________________
Telephone________________________________________ Telephone___________________________________________
Signature__________________ Date____________ Signature_____________________ Date____________
II. XEROX AND IMAGE SCIENCES PRODUCT ORDERS TAKEN
New Xerox Products Ordered: New Image Sciences Products Ordered:
--------------------------- ------------------------------------
Product Quantity Order Date XRX Order # Product Quantity Order Date Application
________ ____ __________ ____________ _________ ____ __________ ____________
________ ____ __________ ____________ _________ ____ __________ ____________
NET NEW____ TRADE____
Validation:
The individuals below have verified that the above listed customer is qualified
as specified in the Xerox/Image Sciences Cooperative Marketing Agreement in that
the Image Sciences Representative has undertaken the following marketing/sales
activities to forward the Customer's decision to order the Xerox product listed
above: (a) established direct contact with the customer; (b) provided the
Customer with relevant information regarding Xerox products; (c) maintained
contact with the Customer; (d) actively assisted the Xerox Sales Representative
in the sale, lease and/or license of such Xerox products; (e) actively
cooperated with Xerox in insuring that such Xerox Products function together
with applicable Image Sciences products in a manner acceptable to the Customer.
Xerox Approvals: Image Sciences Approvals:
---------------- -------------------------
Manager's Name________________________________ Manager's Name__________________________________
Signature_____________________________________ Signature_______________________________________
Title____________________ Date ____________ Title____________________ Date ______________
Telephone_____________________________________ Telephone_______________________________________
III. XEROX EQUIPMENT INSTALLATION COMPLETE
Product serial number_________________________ Date Installed________NET NEW_____ TRADE_______
--------------------------------------------------------------------------------
20
Xerox Headquarters Approval:
---------------------------
Name______________________________________ Signature_____________________________________
Title_______________________________________ Telephone____________________ Date____________
21
XEROX
Cooperative Marketing Agreement
EXHIBIT B
REFERRAL FEE SCHEDULE
for the United States of America
July 1, 1994
Image Sciences, Inc. and Xerox Corporation agree that the terms and conditions
of this Exhibit B, an attachment to the Cooperative Marketing Agreement, will
govern their participation and marketing activities within the Territory defined
below.
I. DEFINITIONS
1.1 Qualified Image Sciences Referral. The effort undertaken by You in
---------------------------------
marketing Xerox Products to a Customer where, at a minimum, You will: (i)
establish contact with the Customer; (ii) provide information regarding Xerox
Products; (iii) introduce Xerox representatives to key decision makers; (iv)
provide Xerox with a prospect name as reflected on the "QUALIFIED REFERRAL
FORM," which will be mutually agreed to and which shall be duly signed by Your
authorized representative and the authorized Xerox representative.
1.2 Disclosure Other Qualified Referrals. The non-Xerox, non-Image
------------------------------------
Sciences parties eligible for a qualified referral commission and disclosed on
the "QUALIFIED REFERRAL FORM."
1.3 Territory. The jurisdictions of the United States of America, and its
---------
territories and possessions.
1.4 You. Image Sciences, Inc.
---
1.5 Products. As the context requires, Xerox Products.
--------
1.6 Xerox. Within the context of this Exhibit B, means Xerox Corporation
-----
operations within the United States of America, and its territories and
possessions.
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II. COMMISSIONS
2.1 Commissions.
-----------
(a) If you make a Qualified Image Sciences Referral to a Customer
in the Territory and Xerox either sells, licenses to or leases (with an initial
term of one year) or licenses to such Customer one or more newly installed Xerox
Products where the Customer's purchase, lease or license of such Xerox Products
was based upon a Qualified Referral and there are no Disclosed Other Qualified
Referrals, Xerox will either pay a commission equal to a percentage of the price
invoiced to the Customer for such purchase, lease or license or license net of
any assessed taxes, duties, freight and insurance charges; or a fixed dollar
fee, in each case as set forth in Section 2.4 below. Amounts set forth in
Section 2.4 below shall be reduced in an equitable manner as determined by Xerox
when there are Disclosed Other Qualified Referrals.
(b) Xerox may, at any time during the term hereof and upon written
notice to Image Sciences, amend this Exhibit B to change the commission
percentage or fixed dollar amount for any Products; provided, however, that any
such change shall be applicable only as to commissions earned after the
effective date of the change.
2.2 Payment. Xerox's obligation to pay fees shall accrue upon
-------
installation and acceptance of its Products by the Customer. Xerox will use
reasonable efforts to pay such fees to the other within thirty (30) days after
the end of each calendar quarter during which the installation and acceptance of
the Product occurred. Xerox will provide to you within 30 days of the end of
each calendar quarter an installation report reflecting the number of units of
Products installed as the result of a Qualified Referral by you, the amount of
fees payable for each Product, and the Customer name and the installation
address of the Products for which a fee is payable.
2.3 Reversal. In the event that Xerox for any reason reverses a sale,
--------
lease and/or license transaction of any Product as to which a commission has
been paid under this Agreement, and such reversal occurs within six (6) months
of the date the Customer accepted such Product following its installation, then
Xerox shall debit the amount of such commission against the next quarterly
payment to be made under Section 2.1.
2.4(A) Commission Schedule for Document Production Systems Products When
-------------------
Sold or Leased
Model Number/Product Name Single Unit Sale Fee
------------------------- --------------------
DocuTech Production Publisher 135 7,800
DocuTech Network Publisher135 8,400
DocuTech Production Publisher 90 5,400
DocuTech Network Publisher 90 5,200
DocuPrint 390 5,600
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DocuPrint 350 Highlight Color 5,000
DocuPrint 390 Highlight Color 8,000
5775 Digital Color Copier/Printer 1,400
EFI FIERY Controller 150 1,200
EFI FIERY Controller 200 1,500
--------------------------------------------------------------------------------
2.4(B) Commission Schedule for Document Production Systems Products Which
Qualify Under the Xerox Trade-In Program (XTI)
Single Unit
Model Number/Product Name Trade-in Fee (XTI)
------------------------- ------------------
DocuTech Production Publisher 135 2,000
DocuTech Network Publisher 135 2,500
DocuTech Production Publisher 90 1,000
DocuTech Network Publisher 90 1,500
5775 Digital Color Copier/Printer 1,000
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IMAGE SCIENCES/XEROX
EXHIBIT B QUALIFIED REFERRAL FORM
I. CUSTOMER INFORMATION
Company Name:__________________________________________ New Xerox Customer Yes_______ No________
Site Address:__________________________________________ Xerox Products already installed______________________________________
_______________________________________________________ ______________________________________________________________________
Xerox Customer number__________________________________
Xerox Product Opportunity______________________________
Xerox Corporation: Image Sciences, Inc.:
----------------- ____________________
Sales Rep Name_________________________________________ Sales Rep Name_________________________________________________________
District_______________________________________________ District_______________________________________________________________
Telephone______________________________________________ Telephone______________________________________________________________
Signature________________ Date________________________ Signature_____________________ Date__________________________________
II. XEROX PRODUCT ORDERS TAKEN
New Xerox Products Ordered:
--------------------------
Product Quantity Order Date XRX ORDER #
_________ ______ ________ ___________
_________ ______ ________ ___________
NET NEW _____ TRADE _____
Validation:
The individuals below have verified that the above listed customer is a
Qualified Referral as specified in the Xerox/Image Sciences Cooperative
Marketing Agreement in that the Image Sciences Representative has undertaken the
following marketing/sales activities to forward the Customer's decision to order
the Xerox product listed above: (a) established direct contact with the
customer, (b) provided the Customer with relevant information regarding Xerox
products; (c) introduced Xerox representatives to key decision makers; (d)
provided Xerox with a prospect name as reflected above.
Xerox Approvals: Image Sciences Approvals:
--------------- ------------------------
Manager's Name_________________________________________ Manager's Name_________________________________________________________
Signature______________________________________________ Signature______________________________________________________________
Title_____________________________ Date_______________ Title_______________________________ Date_____________________________
Telephone_________________________ Telephone___________________________
III. XEROX EQUIPMENT INSTALLATION COMPLETE
Product serial number__________________________________ Date Installed__________________ NET NEW __________ TRADE ________
Xerox Headquarters Approval:
---------------------------
Name___________________________________________________ Signature______________________________________________________________
Title__________________________________________________ Telephone___________________________ Date_____________________________
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