B&H-Photomatrix Business Agreement
December 29, 1997
This document defines the business relationship and conditions between Xxxx &
Xxxxxx and Photomatrix whereby Xxxx & Xxxxxx will become the exclusive agent,
excluding those listed below as exceptions, to sell Photomatrix peripheral
scanners to Distributors and Valued Added Resellers in the defined territory.
This agreement will become an addendum to the existing agreement between Xxxx &
Xxxxxx and Photomatrix. The following provides definitions, conditions and
quantity commitments under this agreement.
General Definitions
Territory
Worldwide for selling purpose and North America (USA
and Canada) relative to exclusive agent aspect
Product
All document scanner peripherals, including presently
available Vision Series 5104, 5120 and 5154, defined as
PS100, PS120 and PS150 by Xxxx & Xxxxxx. The 200 PPM
scanner (Model 9020) will be made available, subject
tot he conditions stated under Quantity Commitment. As
other Vision Series scanner peripherals become
available, such will be added to the list of products.
Sales Channel
Distribution is defined as those companies which buy
and resell to a Valued Added Reseller (VAR).
VAR is defined as those companies which buy from the
Distributor, adds some level of value and resells to
the end user.
Direct is defined as selling to the end user.
Market Segment
Service Bureau is an end user company whose primary
business is to provide scanning services to other
companies.
Time Period
This agreement will commence January 1, 1998 and be
in effect through June 30, 1998.
Conditions
Photomatrix will:
Sell scanner peripherals and turnkey systems
to the Service Bureau market segment,
utilizing its Direct Sales organization.
Not sell scanner peripherals to any
Distributor, VAR or End User, with the
exception of the following:
Distributor: Amitech, ImageMax, IBM, IKON,
Bluebird
VAR: Lockheed Xxxxxx/Grumman
End User: BlueCross/BlueShield of GA, Gigante and DScan are
end users in Mexico
Provide product service to Photomatrix Vision Services
customers only.
Provide service assistance to B&H upon request.
Xxxx & Xxxxxx will:
Provide all necessary product training to their Sales
organization and Distributors.
Sell scanner peripherals to any Distributor or VAR not listed
above as an exception.
Sell, through their Distributor/VAR network, to Service
Bureaus.
Be responsible for all promotions, collateral materials, sales
tools, advertising and products for evaluation.
Establish a service escalation plan to minimize downtime at
the end user.
Provide to Photomatrix a monthly report to reflect the
quantity of each scanner model sold each month and the month
ending inventory of each model.
Provide a six (6) month blanket purchase order and authorize
releases against such by issuing a purchase order with product
definition and ship to address.
Provide product service to its PS customers only.
Quantity Commitment
In consideration of the above, Xxxx & Xxxxxx will commit to purchase
the following quantities of document scanners during the time period
and under the method noted:
Time Period Quantity Method
December 1997 8 Purchase Order to ship in December
January 1998 - June 1998 54 1997 Blanket Purchase Order with
individual PO to release for
shipment
Xxxx & Xxxxxx, IMPG Photomatrix Corporation
By:________________________________ By:________________________________
Xxx Xxxx Dell X. Xxxxxx
Title: Product Marketing Manager Vice President, Marketing & Sales
Date: Date:
