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EXHIBIT 10.38
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is entered into as of
April 22, 1997 by Ibis Technology Corporation, of 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000 ("Ibis") and Orion Equipment, Inc., of 000 Xxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000 ("Orion").
1. BACKGROUND. Ibis and Orion are parties to a License Agreement dated June
27, 1996 pursuant to which Ibis has licensed to Orion its "Magnetic Scanning"
technology (the "Technology") subject to certain terms and conditions more
particularly set forth in such License Agreement.
Orion is engaged in implementing the Technology and has requested the
technical assistance of Ibis in such implementation activity. Ibis has provided
and is willing to continue to provide such assistance as a consultant to Orion.
Ibis and Orion wish to memorialize the essential terms on which Ibis will
provide consulting services to Orion and to delineate the property interests of
Ibis and Orion, respectively, in the work product of such consulting services.
2. SCOPE. Ibis and Orion mutually acknowledge that Ibis has heretofore
provided consulting services to Orion of a nature intended to facilitate
implementation by Orion of the Technology in accordance with the License
Agreement. Ibis and Orion further mutually acknowledge that as of the date of
this Agreement Ibis is continuing to provide consulting services on a best
effort basis, under a "Phase 2" scope of work, more particularly described in
Exhibit A. To the extent that Ibis provides additional consulting services to
Orion, the parties shall amend Exhibit A to enlarge the scope of work described
therein.
3. COMPENSATION. Ibis shall be compensated for the Phase 2 scope of work
described in Exhibit A in accordance with the hourly rate schedule and
not-to-exceed values set forth in Exhibit B. To the extent that Ibis provides
additional consulting services to Orion, the parties shall amend Exhibit B as
necessary to set forth the compensation arrangements applicable to such
additional services.
4. RIGHTS IN WORK PRODUCT. All information, reports, studies, know-how,
techniques, inventions and discoveries produced by, or as a result of, or in
connection with the consulting services rendered by Ibis to Orion, including
consulting services rendered prior to the date of this Agreement, (the "Work
Product"), shall be the sole and exclusive property of Orion; PROVIDED, HOWEVER,
that Ibis shall have, and Orion hereby grants to Ibis, a perpetual,
non-exclusive, royalty free, worldwide license (with the right to sublicense) to
utilize the Work Product in connection with the commercial production of SIMOX
(Separation by IMplantation of Oxygen) wafers and machines specifically
constructed for such production.
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5. MISCELLANEOUS. This Agreement may be amended only by written agreement of
the parties, will be governed by Massachusetts Law, and shall be binding upon
the parties and their respective successors and permitted assigns.
IBIS TECHNOLOGY CORPORATION ORION EQUIPMENT INC.
By /s/ Xxxxxxxx Xxxxxx By /s/ Xxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxx Name: Xxx Xxxxxxx
Title: President Title: President
Date: 4-23-97 Date: 23 Apr 97
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Exhibit A
SCOPE OF WORK
Phase 2 will involve the detail design and fabrication of the following:
o E.S. Chamber - Upstream interface to magnetic collimator
- Downstream interface to "Equipe" robotics
o Linear scan and drive system. 12" stroke, 1Hz.
o Linear seal housing with 90 degree rotation, bearing, seal and drive motor
with 1 second index time.
o Scan Faraday system for Dose Control
o Dose control electronics
o Beam Dump system
o Wafer platen with water, electrical connections, etc.
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Exhibit B
COMPENSATION
o Phase 2 Design Labor- not to exceed $250,000
o Phase 2 Prototype End Station Material - not to exceed $150,000
The above ceilings are for xxxxxxxx for material and labor incurred after
January 31, 1997.
Ibis will xxxx as the charges are incurred at the following rates:
o Senior Design Engineering (Smick, Farley, Xxxxxx) $100 per hour
o Engineering (Ayotte, Roberts, Technician etc.) $60 per hour
o Material Cost +20%
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