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Exhibit 10.32
*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
AMENDMENT ONE TO THE SUPPORT SERVICES AGREEMENT
Epson America, Inc. (Epson,) and Microdyne Corporation (Microdyne)
amend the Support Services Agreement (the "Agreement") which commenced effective
April 1, 1996.
RECITALS
Whereas, Epson has established a telephone support center in Torrance,
California (commonly referred to as the "Epson Connection") and Epson
anticipates a level of calls that will exceed the Epson Connection's current
capacity,
Whereas, Microdyne has offered Epson an interim solution to the excessive call
load through a telephone support facility that Microdyne will set up in the
general vicinity of Torrance, California, and,
Whereas, Epson wants to accept Microdyne's offer of services and assist
Microdyne in operating the telephone service center,
Now, therefore, the parties agree as follows:
1. Term- This Amendment will remain in effect for a six (6) month period
beginning March 1, 1997 when Microdyne will commence responding to
customer calls. After the expiration of six months, this Amendment
will continue in effect on a month by month basis unless either party
provides the other with thirty (30) days prior written notice of its
intent to terminate the Amendment. Prior to the expiration of the six
(6) month period described above, this Amendment can only be
terminated for cause, as defined in Provision 11.2 of the Agreement.
2. Microdyne's Telephone Support Center: Microdyne will open a telephone
support center in the general vicinity of Epson's headquarters in
Torrance, California and provide qualified personnel to respond to
customer calls, primarily regarding ink jet printers, The parties
anticipate a ramp-up period with increasing support capabilities over
the first two (2) months of this Amendment. Microdyne will provide
computer equipment and lease NEC telephone equipment sufficient to
interface with the Epson Connection and provide high quality support
to customers. Microdyne will also provide the T I telephone and data
link to connect its facility to the Epson Connection at Epson's
Madrona facility.
3. Minimum Call Level Commitment: Epson will refer a minimum number of
*** calls per month to Microdyne. This *** minimum call level is
intended to provide Microdyne with a sufficient volume of calls to
establish and staff the telephone service center. The parties
anticipate, however, that Microdyne will not be able to handle the
entire minimum volume of calls during the first two (2) months of
operation.
4. Epson's Costs: Epson will compensate Microdyne for providing
telephone support service ***. (As referred to herein, talk minutes
refer to on-line time actually expended by Microdyne employees in
Talk Mode pursuant to the ACD records for such calls and NEC
Navigator activity reports.) Epson will pay the telephone
communication costs for 800 number calls by customers. Epson shall
also provide product training and telephone support training for
Microdyne personnel in the same manner that training is currently
provided to Microdyne employees assigned to work directly within the
Epson Connection. Upon termination of the Amendment, Epson may, if
mutually agreeable to the parties, take over the NEC equipment lease
entered by Microdyne for telephone equipment. If Microdyne chooses to
purchase NEC equipment, instead of leasing, Epson may purchase
equipment if a mutually agreeable price can be negotiated.
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5 Microdyne's Costs: Microdyne will provide the facilities, equipment
and staff sufficient to provide high quality technical support to
customers. Microdyne will be solely responsible for all facility
leasing costs, costs for telephone, and computer equipment, the cost
of the T-1 link, all safety and all general administrative expenses
required to operate the Microdyne telephone support center.
6. Record Retention: Microdyne will retain such electronic data and
records regarding customer calls as may reasonably be requested by
Epson.
7. Entire Agreement: This Amendment includes the entire Agreement of the
parties regarding the telephone support service to be provided by
Microdyne. Except as explicitly set forth in this Amendment, all of
the provision of the Support Services Agreement remain in full force
and effect.
EPSON AMERICA, INC. MICRODYNE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
Name Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxxxx
Title: Vice-President Services and Support Title: Vice-President Support Services Division
Date: January 20, 1997 Date: January 20, 1997
